ClubSign Terms and Conditions
1. Definitions and Identity
Term
"Provider," "We," "Us"
"Customer," "Club"
"App," "Service"
"Subscription"
"Effective Date"
Definition
Andrew Throup T/A JPO Photography, a sole trader operating under English Law, with a business address at 6 Horner Avenue, Huby, York YO61 1YD.
The running club or legal entity purchasing the Subscription, as named on the Invoice.
The cloud-based software as a service known as ClubSign, provided via the designated subdomain (e.g., erc.clubsign.run).
The non-exclusive, non-transferable right for the Customer to access and use the App for a defined period.
The date the Customer first purchases the Subscription or accepts these Terms.
2. Term, Subscription, and Payment
2.1. Term and Renewal
a. This Agreement commences on the Effective Date and continues for an initial term of [One Month / Twelve Months] (the "Initial Term"). b. The Subscription shall automatically renew for subsequent periods equal to the Initial Term (each a "Renewal Term") unless either party gives the other written notice of non-renewal at least [30] days prior to the end of the current term.
2.2. Fees and Payment
a. The Customer shall pay the recurring Subscription Fees as specified in the applicable invoice or Order Form ("Fees"). b. All Fees are non-cancellable and, except as expressly provided in Clause 6 (Termination), non-refundable. c. The Fees are exclusive of any applicable VAT, which shall be added to the invoice at the prevailing UK rate, where applicable. d. Payment is due [30 days / Upon Receipt] from the date of the invoice.
2.3. Late Payment
If payment is not received by the due date, we reserve the right to: a. Charge interest on the overdue amount at the statutory rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% plus the Bank of England base rate). b. Suspend the Customer's access to the Service until all outstanding amounts are paid in full.
3. Scope of Service and License
3.1. License
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We grant the Customer a non-exclusive, non-transferable, revocable license to permit its Authorised Users (club administrators, etc.) to access and use the App solely for the Customer's internal business operations (managing the running club) during the Subscription Term.
3.2. Customer Data
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a. Ownership: The Customer owns all rights, title, and interest in all data uploaded to the App (including member names, emails, and club details) ("Customer Data"). b. Warranties: The Customer warrants that it has all necessary rights and consents (including GDPR consent) to upload the Customer Data to the App and permit us to process it.
3.3. Usage Restrictions
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The Customer shall not: a. Rent, lease, sublicense, sell, or otherwise make the App available to any third party who is not a member of the Customer's club. b. Attempt to copy, modify, or create derivative works based on the App. c. Use the App to store or transmit any material that is unlawful, harmful, threatening, or defamatory.
4. Platform Availability and Liability (Your Protection)
4.1. Service Availability
We will use commercially reasonable efforts to make the App available [99]% of the time, subject to planned and unplanned maintenance.
4.2. Third-Party Platform Dependency
a. The Service is hosted on the Base44 Platform (owned by Wix.com Ltd.) (collectively, the "Platform Provider"). b. The Customer acknowledges that the availability and performance of the Service are contingent upon the continued operation of the Platform Provider. c. JPO Photography T/A ClubSign shall not be liable for any failure, suspension, or termination of the Service caused by, resulting from, or otherwise attributable to any act, omission, or service discontinuance by the Platform Provider (Base44/Wix.com).
4.3. Limitation of Liability
a. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited by English Law. b. Subject to Clause 4.3(a), our total aggregate liability arising under or in connection with this Agreement shall be limited to the total Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim. c. We shall have no liability for any loss of profits, loss of business, depletion of goodwill, or any indirect or consequential loss whatsoever.
5. Termination
5.1. Termination for Breach
Either party may terminate this Agreement immediately by giving written notice if the other party commits a material breach of any term of this Agreement which (if the breach is remediable) is not remedied within [30] days after being notified in writing to do so.
5.2. Effect of Termination
Upon termination for any reason: a. All licenses granted under this Agreement shall immediately terminate. b. The Customer shall immediately cease all use of the App. c. The Customer shall have a [30]-day period to export all Customer Data from the App. After this period, we shall be entitled to securely delete or destroy all Customer Data. d. If terminated by the Customer due to our material, uncured breach, the Customer is entitled to a prorated refund of any prepaid Fees relating to the unexpired Subscription Term.
6. General Provisions
6.1. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English Law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
6.2. Entire Agreement
These Terms, together with the relevant Invoice/Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.