GENERAL TERMS AND CONDITIONS MATCHI

GENERAL TERMS AND CONDITIONS MATCHI

Implemented on the 29th of September 2021 & last revised on the 17th of September 2024

1 BACKGROUND

1.1 MATCHi and the Customer are hereinafter referred to individually below as “Party” and jointly as the “Parties”. 

1.2 The Parties agree to enter into a collaboration regarding marketing, sales, administration and customer service for the Customer, where MATCHi provides a modern platform with a marketplace for booking and a community for racquet sports online - the Service. Together, the Parties want to activate more Players and provide added benefits for practitioners, such as fast booking online and increased availability for a more joyful everyday lifestyle with more racquet games. 

1.3 By accepting and/or acknowledging these general terms and conditions (the “General Terms”) in connection with the completion of the signed contract or order form or by using the Service, the Customer warrants that its representatives are authorised to bind the Customer and accepts the conditions below. These General Terms, the signed contract or order form and any appendices thereto are hereinafter collectively referred to below as the “Agreement”.

1.4 MATCHi may occasionally at its discretion, make changes to these General Terms. If the changes are material the Customer shall be notified and we strive to give at least 15 days notification. By continuing to use the Service after such changes are made, the Customer is expressing and acknowledging its acceptance of the changes. 

2 DEFINITIONS

2.1 The below terms shall have the following meaning when used if it is not clear from the context that another use is intended:

“Add-ons” means additional or supplementary services and goods provided by third parties, or in the case of Competition Tools they are provided by MATCHi, under separate terms and conditions. Third parties can be subsidiaries to MATCHi or companies independent from the MATCHi group. These Add-ons and any goods related to such are not part of the Service and may come with separate terms. If the Customer chooses to purchase Add-ons the terms linked in Appendix 1 or terms provided within each such services or directly by the third party provider, shall apply to such purchases.

“API” means a connection that allows the MATCHi booking client and parts of the Service to be used and customised on any platform with the use of the application programming interface (API). The API includes the Widget and can be provided in different scope depending on which features and functionality is included. The API is part of what is described as Optionals. Currently it is offered as (a) Widget only (b) Basic Player Experience API (c) Enhanced Player Experience API or sometimes even as (d) customised Player Experience API. 

“Calls” means any communication initiated within the Service and if these carry an extra charge it will be stated within the Service or in the signed contract or order form. Calls may be between the Customer and Players or Users, such as sms, push-notifications or other messages, but also between the Customer and the Service, such as calls on the API. 

“Competition Tools” means Padelboard or Backhandsmash which are provided by MATCHi to Customers on the terms and conditions available in Appendix 1.

"Customer” means the company noted on the signed contract or order form, or if no contract is signed the company operating the venue or facility using the Service.

"Customer Funds" means payments from Players and/or Users of the Service in exchange for Customer Offers received by MATCHi but belonging to and for the account of the Customer.

“Customer Offers" means any offer provided by the Customer to Players/Users via the Service, such as but not limited to bookings of courts, activities, events, memberships or Vouchers, whether the offer is for sale or provided without consideration.

"Fixed Period" means a determined period, usually between 12-36 months during which time the Customer commits to using the Service and the Agreement may not be terminated before the agreed upon period comes to an end. Unless 3 months notice of termination is given, the Agreement will renew for another fixed period of the same length as the previous period - at the at each time applicable price list.

“Goods” means any hardware or other physical items delivered to the Customer.

“MATCHi” or sometimes ‘we’, ‘us’ or ‘our’ means MATCHi AB, org nr 556871-6129, with address Gullbergs Strandgata 15, 411 04 Göteborg, SWEDEN.

“MATCHi Account” means the account each user must create or be assigned to access and use the Service.

“Optionals” means any additional features, functionalities or services offered within the Service from time to time and they are part of the Service but not included in the price of the Service the Customer has been offered and may carry additional charges. If Optionals carry a charge, it will be evident from the information stated in the Service or the signed contract or order form depending on the scope the Customer has signed up for. If opting to use, purchase or activate any such Optionals, the Customer agrees to pay any fees associated therewith.

"Periodic Statement" means a notification with accounting documentation stating sold or provided Customer Offers, often combined with an invoice of any fees or charges due to MATCHi for the relevant period. The period is usually a calendar month.

"Players" means those who frequent the Customer to play sports or partake in activities, whether they are members or customers of the Customer or not or if they have a MATCHi Account, they are sometimes referred to as Users.

"Service" means MATCHi's software-as-a-service (SAAS) platform, a social meeting place for various sports which is hosted on matchi.se and in the Apps, to provide a marketplace and simplified administration of mainly racquet sports activities - to organise customers or members and bookings, market events and activities and facilitate Users to book, cancel bookings, pay for Offers or team-up with fellow Players, and all the features that are a part of the Service at each time. Note that Optionals are part of the Service but may carry extra fees and charges.

"Settlement Fee" means a fee for each payment made to the Customers account, consisting of a fixed fee plus a surcharge equal to MATCHis at each time applicable banking cost to execute the payment.

“Templates” means any forms, documents, suggested wording, suggested applicable VAT or other rates, receipts, invoices or similar available or created within the Service.

“Terms of Use” means MATCHi's “Terms of Use” that all users have to accept to use the Service. 

"Transaction Fee" means the fee MATCHi charges for all bookings or transactions handled within the Service when a Player accepts a Customer Offer, unless the offer is made available to the Player for free. The Transaction fee is charged in accordance with the Customer Agreement or if not specifically noted, in accordance with the at each time applicable price list and varies depending on the length or type of booking, transaction or payment method used. Bookings or transactions via the Widget and/or the API will be handled and charged as stated above as they are technically the same, even though channelled differently. 

"Users” anyone other than a Venue-user who has a MATCHi Account. Users are also often Players.

“Venue-users” means individuals who are authorised by Customer to use the Service via the Customers MATCHi Account, and who have been supplied user identifications and passwords by the Customer, or by MATCHi at the Customer's request, or whose account is connected with the Customer. 

"Voucher" means a punch card, value card, gift card, or other voucher offered by the Customer or MATCHi, as the case may be, to Users via MATCHi’s online service. The issuer of a Voucher is responsible to clearly state all relevant terms applying to each such Voucher.

“Widget” means a tool that enables Customers to allow Players to search and find slots and activities, to book & cancel slots and activities, and for payments to be handled via the MATCHi booking system directly on the Customer's own website and it can be customised to a certain 'look and feel'. The Widget is a product that uses the API but does not require the Customer to purchase any of the other API offers. The Widget is part of what is described as Optionals. MATCHi may place information about MATCHi and its affiliated companies or third-parties, visible to Users, within the Widget.

3 SCOPE OF SERVICE, INTRO & SUPPORT

3.1 The Service is provided by MATCHi to the Customer in accordance with this Agreement but undergoes continual development and improvement and MATCHi therefore reserves the right to make changes to the content, features, interfaces and functionality as we see fit in our sole discretion. We welcome input and requests from Customers and do our best to meet them but are never obligated to perform changes.

3.2 The Service may from time to time contain Optionals. If opting to use, purchase or activate any such Optionals, the Customer agrees to pay any fees associated with such Optionals in accordance with the at each time applicable price list if not listed explicitly in the signed contract or order form.

3.3 Access and/or lighting - for example is a type of Optionals with automated code lock and steering of lights whereby the Player receives a code when booking the court giving them access to the Customers facility and the court. The light is turned on automatically over the booked court during the booked period of time in accordance with the pre-set or, if possible, customised settings. This requires the Customer having the necessary equipment on-site and when purchasing such hardware or any other Goods section 4 applies.

3.4 The Parties agree that in addition to the above-mentioned Service, the Customer may opt to add supplementary Add-ons which are not part of the Service, is regulated by separate terms and will be charged by MATCHi according to MATCHi’s current price list, unless the price has been explicitly agreed - or by the external provider, see Appendix 1.

3.5 MATCHi provides free introductory training via its Help Center where reference to instructions and pre-recorded material is available. Personal online training regarding the use of the Service can be provided upon request, if MATCHi’s schedule allows and as agreed between the Parties. If such personal training has been offered to the Customer as included in the start-up fee, it should be requested by the Customer in writing within three months of starting to use the Service. 

3.6 MATCHi undertakes to provide ongoing support to the Customer’s administrator via our single point of contact the online Venues Help Center or via mail / chat (currently weekdays between 09:30 – 16:00 CET) or as otherwise notified by MATCHi. In addition, MATCHi undertakes to provide an emergency number for the Customer for urgent technical support if errors occur that arise from the Service, such as non-functioning lighting and entry systems or payment services. MATCHi’s emergency support may only be used by the Customer’s administrators and not by Players. If a specific support channel or earrand is associated with additional cost it will be clearly displayed.

3.7 Templates provided in MATCHi are only provided to facilitate and as a suggestion and all such Templates are used at the Customer's own risk and the Customer is fully responsible when using such Templates to verify that they are suited to the Customers needs and in line with any local legal requirements. 

3.8 If the Customer regularly exceeds the set number of monthly Calls to the API - the Parties shall discuss whether a change of level might be preferable going forward. There are no deductions or refunds if the actual number of Calls are fewer than the set specific number of Calls purchased and any overuse will be charged wherefore the Customer must keep track of the Calls made.

4 SUPPLY OF GOODS, DELIVERY etc

4.1 Any Goods shall be delivered within the period agreed between the Parties, unless there are any delays due to MATCHi’s supplier or the transport system, in which case MATCHi shall inform the Customer and a new estimated date will be agreed upon. The Goods are delivered to the Customers address stated in the Agreement, unless otherwise agreed, the Customer shall pay for any shipping and bears the risk during transport unless otherwise agreed in writing. If MATCHi chooses to insure Goods during transport, the Customer shall pay for the insurance in addition to the shipping cost. The Customer shall also pay any VAT, import taxes, duties or levies. 

4.2 Immediately following delivery the Customer shall examine the Goods to ensure it is functioning correctly and that there are no visible damages.

4.3 For any Goods requiring installation we recommend using a professional holding necessary qualification / certifications and any installation or other work shall always be carried out in accordance with the manufacturers manuals and written instructions. If no manual or instructions are provided the Customer shall always request these and MATCHi will e-mail them.

4.4 In the event of any defect in Goods for which MATCHi may be liable we shall guide the Customer in trouble-shooting as a first step. Should the issue still remain thereafter, it shall be remedied within a reasonable time. What constitutes a reasonable time depends on our possibility of acquiring components from the relevant supplier. In the event the relevant defect cannot be remedied or the cost for such measures is excessively high, we shall be entitled to replace the Goods or refund the Customer. The amount refunded should be the purchase price reduced by a reasonable amount calculated based on the time since the Goods was made available and wear and tear. 

4.5 Customer shall give notice of defects in any Goods immediately, however not later than two (2) weeks after Customer became aware of the defect. 

4.6 No warranties are given unless expressly stated otherwise in writing. MATCHi’s liability for defects in Goods is limited to what we may seek and obtain from our supplier and ultimately what we actually obtain. Consequently, a reduction of the purchase price or payment of compensation shall only be made in cases where MATCHi obtains corresponding compensation from its supplier. Therefore if a return or complaint has been rejected by the manufacturer/MATCHi's supplier, the Customer agrees to pay for any Goods provided as substitution. 

4.7 MATCHi is not liable for defects caused by the Customer, any third party or an act of nature, including but not limited to, improper and careless use, faulty maintenance or repairs, defects arising from components provided by the Customer, modifications of any Goods undertaken without written consent or normal wear and tear.

4.8 When using automated access and lighting solutions the Customer is recommended to have a back-up solution to activate/unlock and vice versa. Note that there is a limit to the number of courts that can be connected to each hardware unit.

4.9 The Parties agree that the Swedish Sale of Goods Act (Sw: Köplagen (1990:931)), as amended) or the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

5 CUSTOMER’S SPECIAL UNDERTAKINGS

5.1 The Customer will ensure that any information it submits to MATCHi or via the Service is true, accurate and complete, and shall be kept up to date at all times and the Customer shall comply with any laws and regulations that apply to its use of the Service (in particular local regulatory regimes on privacy and data protection) and shall not provide any information or content to MATCHi that it is not permitted to provide under law, regulation or contract or that would require MATCHi to undertake separate measures such as obtaining consent from a person or a person's parent or guardian, or any other third party. 

5.2 Customer confirms that it will accept and comply with the Terms of Use and other relevant terms, and that Venue-users as well as Players are informed of the processing of any personal data as set forth in this Agreement. Furthermore, the Customer is responsible for ensuring that its Venue-users at all times comply with the terms of this Agreement and applicable Terms of Use and other instructions issued and may not allow any third-party not representing the Customer, use its Venue-user login and share the Service.

5.3 Customer or registered Venue-users are responsible for all hardware, communication networks and other equipment necessary for use of Services, and the installation thereof, subject to any provisions regarding hardware provided by MATCHi.

5.4 The Customer undertakes to use the Service during the entire term of the Agreement and register bookings received by telephone, on site or by other means as soon as possible, so that correct availability is displayed in the Service. Bookings made via the Service shall always take precedence over bookings that are not registered in the Service. 

5.5 The Customer shall be liable towards Users for cases where the booked court is not available, rebooked or another problem arises that does not originate from the Service. The Customer is fully liable towards Users in the event of dissatisfaction or claim for compensation arises.

5.6 As the Customer provides its Customer Offers directly to the Players and MATCHi only facilitates the transactions on the Customers behalf, the Customer is encouraged to make available its own terms and conditions and any privacy related documentation to the Players by displaying it within the Service, preferably using the spaces provided therefore. If the Customer is based in the EU, we recommend the Customer inform Players of their right to withdrawal or lack thereof, and any similar or other local legal requirements applicable in their part of the world. The Customer commits to only offer products or services that comply with applicable rules and regulations in the relevant country/state/territory in which the Customer operates.

5.7 Bookings or events, whether shown as available or not in the Service may not refer users to other means of booking or scheduling that is outside of the Service regardless of if the reference is done by linking, directional information or any other means. It is not permitted to connect third party software (not provided by the MATCHi group) with MATCHi in order to automate a process whereby bookings done outside of MATCHi are registered in MATCHi, making the court unavailable or use the Service to facilitate bookings to be made outside of the Service.

5.8 Customer may not; (i) copy, create a derivative work of, reverse engineer, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form; (ii) use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or MATCHi’s Intellectual Property Rights; (iii) use any method or tool to compromise the security of the Service; (iv) access the Service by any means other than through the interfaces provided; or (v) make available illegal, offensive, unsuitable or inappropriate content.

5.9 The Customer shall ensure that all information transmitted to MATCHi is free from viruses, trojans, worms or other software or code that may damage MATCHi’s Service or its system/technical platform.

5.10 The Customer warrants that MATCHi’s and MATCHi’s current payment provider services, will only be used in accordance with applicable legislation and rules, included but not limited to applicable money laundering legislation. The Customer shall hold MATCHi fully indemnified for any possible direct and indirect damage such as claims from payment provider, which MATCHi incurs as a result of the Customer’s breach of this clause. Furthermore the Customer will promptly provide information necessary to conclude any KYC (Know Your Customer) vetting carried out by MATCHi or its payment provider to fulfil regulatory requirements and if requested information is not provided, MATCHi may suspend the forwarding of Customer Funds until it has been provided. If the owners of the Customer is or later becomes a so called Politically Exposed Persons or listed on any global sanction list, the Customer is obliged to immediately inform MATCHi thereof.

5.11 If a User within the EEA has bought a Voucher, issued by the Customer and the payment for such Voucher has not been transmitted to the Customer, MATCHi may choose to refund the User if they exercise their legal right to withdrawal within 14 days or ask the User to direct their request to the Customer. If the User has bought anything else, MATCHi shall refer the User to the Customer who shall handle the matter prompt and correct and if MATCHi is asked to administer any refunds, MATCHi shall be entitled to charge the Customer an administrative fee per request at the at each time prevailing rate. If the Customer is based outside of the EU and there is a similar right to withdrawal in place the Customer shall inform MATCHi thereof so the Parties may agree on how to handle such requests.

5.12 It is optional to use the API which is provided ‘as is’ and it is the Customers responsibility to make sure its applications integrate and communicate appropriately with the API and is compatible with the current version. If the Customer uses the Widget or API, an API-key is generated and provided to the Customer. Such key may only be used for its intended purpose within the Widget or for the use of the API or similar. Any other use, such as integrating an application with the API which is offered to a third-party (whether commercialised or not) or Calls to the Service, is not allowed and would constitute a breach of this Agreement and be cause for termination taking immediate effect. 

6 MARKETING

6.1 The Customer shall bear any cost for its own marketing efforts such as advertising, mailings and other advertising regarding introduction of the Service. MATCHi undertakes to market the Customer to racquet sport players by showing available times as well as displaying information about the Customer in its map services on MATCHi’s online service or in other suitable manners.

6.2 The Customer shall make sure that the marketing of Customer Offers and any marketing communication with Players using the Service complies with at each time applicable legislation.

6.3 The Customer shall not have the right to market and advertise to third parties via MATCHi’s online service unless the Parties have entered into a separate advertising agreement. If such advertising agreement has not been entered into, all forms of advertising to third parties are forbidden with the exception of i) any of the Customer’s collaboration partners that want to sell the activity via MATCHi where the activity takes place in the Customer’s premises (e.g. Zumba class, tennis course by external party or the like), or ii) that the Customer leases the name of a court to a third party.

6.4 The Customer shall have a prominent link to online booking via the Service on its website, provided that the Customer has a website. 

7 COMPENSATION TO MATCHI

7.1 MATCHi undertakes to offer bookable times or other Customer Offers in the Customer’s name on the Customers behalf via the Service and the Customer hereby authorises MATCHi as a their commercial agent to conclude the sale of Customer Offers on behalf of the Customer.

7.2 Customer Funds shall be received to a customer account (Sw. klientmedelskonto) administered by MATCHi and shall be kept separate from own funds in accordance with the Funds Accounting Act (1944:181). On a monthly basis, unless otherwise agreed, MATCHi shall transfer to the Customer, to an account specified by the Customer, what remains of Customer Funds after deduction of MATCHi’s compensation in accordance with the below. In connection therewith, MATCHi shall forward a monthly Periodic Statement to the Customer. In the event MATCHi’s compensation in accordance with this Agreement exceeds Customer Funds, MATCHi shall have the right to invoice the Customer the difference or deduct the outstanding amount from future Customer Funds, at its discretion. 

7.3 The Parties agree that MATCHi shall have the right to the compensation set forth in this Agreement or if not specifically stated, in accordance with the at each time applicable price list. The compensation can be paid according to the following:

(i) Start-up fee. The start-up fee shall be paid to receive access to the Service. This amount shall be invoiced in connection with the conclusion of this Agreement. 

(ii) One-time cost for any Goods, i.e. hardware for automated access and lighting or other. The amount shall be invoiced in connection with the conclusion of this Agreement or directly after any additionally placed orders.

(iii) Fixed monthly or annual SAAS fee. The fixed fee shall be paid for the current month or, if annual, in the first month. 

(iv) Fixed monthly or yearly licence fees, such as for lightening and entry or other necessary software in relation to any Optionals or Add-ons. 

(v) Transaction Fee. In order to avoid misunderstandings, this fee shall not be paid for bookings made by the Customer’s administrators in accordance with clause 7.6 below.

(vi) An administrative fee for each issued Periodic Statement and/or Settlement Fee.

(vii) Any Optionals, Add-ons or other service, unless MATCHi or a provider, chooses to invoice them separately.

7.4 MATCHi may also charge Users for the use of our Service or particular features thereof. If we charge Users a fee, this will be clearly stated within the Service and such fees are not for the account of the Venue and will not be forwarded to the Venue.

7.5 If a User makes a purchase of the Customer, using a Voucher issued by MATCHi the amount due to the Customer will be noted on the Periodic Statement and any net amount due to the Customer will be settled along with the regular payments of Customer Funds.

7.6 For bookings registered in the Service by the Customer’s personnel, which do not include purchases via charging methods provided by MATCHi, MATCHi shall not have the right to any compensation (this includes, for example, entered training times, subscriptions etc.). 

7.7 All compensation and fees set forth in this Agreement are stated excluding VAT or any other taxes, customs duties, withholding tax, other equivalent taxes or charges.

7.8 All invoices issued by MATCHi shall be paid within 15 days of the invoice date. 

7.9 In case of late payment, MATCHi is entitled to default interest in accordance with the Swedish Interest Act (Sw: Räntelagen) until full payment is made and compensation for any reminder notices and recovery fees in accordance with at each time applicable legislation.

7.10 Customer Funds will not bear any interest. MATCHi may always choose to deduct any fees due to MATCHi at the time funds flow in for the current month or to recover amounts outstanding from past months - or if the Customer has given notice or stopped using the Service and additional Customer Funds are not expected, for future fixed fees during the notice period and an estimated loss of revenue which shall be equal to 50% of the Customers Transactional Fees for the last full month the Service was used for bookings multiplied with the amount of months that are left on the term of the Agreement.

7.11 The current standard payment frequency for forwarding Customer Funds is once a month. If an Increased Frequency Forwarding (in short “IFF”) of Customer Funds is agreed, any IFF will not exceed 75% of the Customer Funds. If the Customer has payments overdue to MATCHi or is suspected of insolvency, MATCHi has the right, at its discretion, to temporarily pause, cancel or increase the retention amount of any IFF.

7.12 MATCHi reserves the right, at its own discretion, to alter the payment set-up by changing payment provider or where the alteration results in funds not bypassing MATCHi, but instead is transferred directly into the Customers own account. If such a change is made, MATCHi has the right to set a threshold estimated on par with the Customers fixed fees, whereas funds will only be transferred to the Customer, after such fees, and if applicable any other outstanding amounts, have been satisfactorily recovered, which means MATCHi may from time to time adjust the threshold to effectuate such recovery. 

7.13 If ‘charge-back’ requests from Players are accepted by a bank or other payment provider and MATCHi is charged to refund the Player, MATCHi is always entitled to deduct such money plus an administrative fee from Customer Funds whenever this occurs.

7.14 If a fixed minimum Transaction Fee is agreed, MATCHi may adjust it pro rata at any time if the payment provider increases MATCHis transaction cost. MATCHi may automatically adjust all prices under this Agreement in accordance with the Swedish Consumer Price Index (Sw. KPI). Such KPI price adjustment may be done annually and does not give the Customer a right to terminate the Agreement early. In addition to KPI adjustments, MATCHi shall have the right to change the levels of compensation for all or parts of the Service as well as Optionals, Goods and Add-ons. Any features or functions provided within the Service without an extra charge may be moved into the Optionals category and charged with a fee. In case of such a price increase, MATCHi must notify the Customer in writing at least 3 months prior to the new prices taking effect. If the Customer does not accept the change and notifies MATCHi within 30 days, the Customer shall have the right to withdraw from the Agreement from the date the new prices would have taken effect.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 All intellectual property rights originating from or related to MATCHi or the Service, such as, e.g. trademark, copyright, systems logic and know-how, are the property of MATCHi and shall not be transferred to or used by third parties without MATCHi’s written consent. 

8.2 To the extent this Agreement provides any of the Parties with the right to use the other Party’s trademarks, such use shall be free of charge and may only be for the purpose of complying with the Party’s undertakings or for safeguarding the Party’s rights in accordance with this Agreement.

8.3 Any use of the other Party’s trademarks shall always be in accordance with that Party’s current instructions provided and otherwise in accordance with what is stated in this Agreement. 

8.4 In order to avoid misunderstandings, the Parties’ rights in accordance with this clause shall cease immediately upon termination of the Agreement. 

8.5 If a Party’s use of the other Party’s intellectual property rights in accordance with this Agreement constitutes an infringement of third party rights, the other Party shall be obligated to hold the first Party fully indemnified for any such claims in connection with such infringement. If such claims are directed to a Party, the Party shall immediately contact the other Party and the Parties shall jointly agree on how such claims shall be handled. A Party who is not liable according to this clause shall not admit liability or enter into settlement/agreement without the responsible Party’s written consent.

8.6 If a Party’s use of the other Party’s intellectual property rights takes place in breach of this Agreement, the first Party is obligated to hold the other Party fully indemnified for any damage such as claims from third parties, which the other Party suffers as a result of the first Party’s contravening use of the other Party’s intellectual property rights.

8.7 The Customer is fully responsible for any infringement of third party intellectual property rights if the Customer uploads any images or other copyrighted material onto the Service. MATCHi is not responsible to monitor or moderate content uploaded or displayed in the Service by the Customer but has the right to remove or disable any content if a complaint is made until such matter is resolved.

9 LIMITATION OF LIABILITY

9.1 If errors or problems with the use of the Service arise, MATCHi shall not be liable for such errors or problems due to circumstances that cannot reasonably be considered to be within MATCHi’s control. Problems caused by power cuts, computer breakdown, cyber-attacks or the like at MATCHi or its suppliers or the Customer shall not be considered to be within MATCHi’s control. 

9.2 If MATCHi’s system/technical platform is coordinated with other business or computer systems that are not controlled by MATCHi, MATCHi shall not be responsible for a functioning connection between them or for any disruptions that may arise in the Service. This shall also apply to new systems that the Customer introduces in its operations. If the introduction of a new system disrupts the operation of MATCHi’s system/technical platform, MATCHi shall not take responsibility for this.

9.3 MATCHi shall not be responsible for any errors or problems with MATCHi’s payment provider that may lead to disruptions in the execution of payments or forwarding of funds. 

9.4 MATCHi is compatible with some approved systems to facilitate certain functions for the Customer. If any such approved system is used/integrated MATCHi shall never be liable for the performance, or non-performance of such system and its compatibility/integration and may choose to discontinue or not maintain it at any time.

9.5 Claims related to insufficient transfer of Customer Funds or incorrect Periodic Statements or invoices issued by MATCHi shall become void unless made before the calendar year following the issue of such a document giving rise to the claim has come to an end.

9.6 MATCHi’s maximum total liability for all claims under or related to this Agreement, other than Optionals, shall per calendar year be limited to the total amount, excluding Transaction Fees, paid by the Customer to MATCHi in accordance with this Agreement during the 12-month period immediately preceding the time of the event that the claim is based on (or if there are several events, the latest). Liability for claims related to any Optionals shall be limited to the total amount paid for the relevant Optionals, excluding Transactions Fees, for the same mentioned period. If the event that the claim is based on occurs during the first 12-month period, the amount shall correspond to the average monthly amount paid by the Customer during the time the Agreement has been valid multiplied by 12. 

9.7 MATCHi shall not under any circumstances be liable for indirect damage, including but not limited to loss of profit or revenue, lost production or lost or damaged goodwill, even if advised of the possibility of such loss or damage.

10 TERM OF THE AGREEMENT

10.1 This Agreement shall be applicable when accepted / signed (as applicable) and shall remain valid until further notice with a mutual notice period of 3 months, unless otherwise agreed in the form of a Fixed Period which will renew for another fixed period of the same length as the previous period unless three months notice is given. 

10.2 Either Party shall have the right to terminate this Agreement with immediate effect or on the date indicated by the terminating Party if:

(i) the counterparty has materially failed to fulfil its obligations in accordance with this Agreement; 

(ii) the counterparty has failed to fulfil its undertakings in accordance with this Agreement and has not, within 30 days of a written request to that effect (including a report of the breach of contract and with reference to this clause), have taken corrective action if the breach of contract is possible to correct; or

(iii) The counterparty is declared bankrupt, initiated company reconstruction, initiated composition proceedings or otherwise may be considered insolvent.

10.3 Termination according to this clause shall be made in writing.

10.4 No fees paid in advance will be re-paid due to non-use or termination of the Agreement.

11 CONFIDENTIALITY UNDERTAKING

11.1 The Parties undertake, without limitation in time, not to divulge, communicate or in any other way disclose confidential information regarding the other Party without written authorisation from the other Party. 

11.2 Confidential information refers to all documents shared between the Parties, including but not limited to the contents of this Agreement, manuals and job descriptions as well as oral information regarding price offers or other information that is explicitly stated to be confidential or where it is clear the nature of the information is confidential. 

11.3 Exemptions to confidentiality applies to information that is generally known or that becomes public knowledge other than through a breach by a Party of this confidentiality agreement.

11.4 Notwithstanding what is otherwise set forth in this Agreement, a Party has the right to disclose confidential information or other information when such Party is obligated to disclose the information by law, court or order by public authority or by binding stock exchange regulations or if the information is subject to decision on coercive measures by criminal investigation authorities (e.g. Police, Prosecution Authority, Economic Crime Authority or a Tax Authority). 

11.5 A Party shall, by confidentiality undertaking or other appropriate measure, ensure that employees, consultants and other engaged personnel, observe confidentiality in accordance with the above. A Party shall also be responsible for any subcontractor’s as well as their personnel who receive access to confidential information. 

12 PERSONAL DATA PROCESSING

12.1 MATCHi takes several measures to ensure that personal data of users shall be processed correctly. The measures taken by MATCHi are described in more detail in MATCHi’s applicable privacy policy, which is available on MATCHi’s website. 

12.2 The Parties agree that the respective Party’s processing of personal data as a result of this Agreement is further regulated in the Personal Data Processor Agreement entered into by the Parties in accordance with Appendix 2 to this Agreement. 

13 AMENDMENTS AND SUPPLEMENTS

Any amendments and/or supplements to this Agreement shall, with the exception of what is stated in section 1.4, in order to be binding, be drafted in writing and signed by the authorised representatives of both Parties.

14 TRANSFER

The Customer may not transfer or grant its rights or obligations in accordance with this Agreement without the other Party’s written consent, however, MATCHi shall have the right, in accordance with this Agreement, to transfer all of its rights and obligations to a legal entity in the same group of companies as MATCHi.

15 LANGUAGE AND TRANSLATIONS

The Agreement is written in the English language. If a translation has been provided in any other language, it is for the Customers convenience only. In case of any discrepancies between the English version and any other language, the English version shall prevail.

16 DISPUTES AND CHOICE OF LAW 

16.1 Swedish law shall be applicable to this Agreement.

16.2 Disputes arising as a result of this Agreement shall be finally settled by arbitration administered by Stockholm’s Chamber of Commerce’s Arbitration Institute (SCC). The seat of the arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish if the Customer is Swedish, otherwise the language shall be English.

16.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount of the dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

16.4 The Parties undertake, without limitation in time, not to disclose the existence or content of arbitration in connection with this Agreement or information about negotiations, arbitration or mediation in connection therewith. What is stated in this clause shall only apply if not in contradiction with what is stated by law, other statutes, orders by public authority or otherwise required for the enforcement of a judgement. What is said in this clause will not prevent the Parties from disclosing the outcome of the arbitration as ruled by the SCC.

 

Appendix 1 - Add-ons

MATCHi also offers supplementary products and accessories with the objective to contribute to the Customers power of attraction. The products/accessories specified below can be ordered by the Customer according to the terms and prices stipulated by the relevant provider. If you use the Competition Tools noted under the first two bullets below, the linked agreement applies directly to you.

MATCHi provides the following tools for competitions, series, tournaments or leagues:

- Competitions at Backhandsmash. If you use Backhandsmash you agree to the Backhandsmash’s terms and conditions which can be found here. 

- Competitions at PadelBoard by MATCHi. If you use Padelboard you agree to Padelboards terms and conditions which can be found here.

In addition to what is described above, the MATCHi family also provides the following service via its subsidiary. Do check it out or ask your MATCHi contact for more information:

- Streaming via MATCHi TV, where the standard terms and conditions will be supplied on request and the user terms are available here.

MATCHi have integrated collaborations with partners providing for potential additional services or goods to the facilities. Examples of such Add-ons to be provided through MATCHi partners are listed below. Such services usually require you to enter into a contract with the relevant third party. Do not hesitate to reach out to your MATCHi contact if you want more information:

- Welcome screen – A digital screen to be placed e.g. by the entrance of the facility displaying which court has been booked by a specific layer or other available features. In addition, the software of the screen allows for displaying sponsorships or advertisements and/or otherwise information/notices from the facility to its members/visitors/players.

- Cash systems – If an agreement is entered into with Boxnet - their cash system is compatible with the Service and simplifies the Customers process to follow-up on bookings and on site payments. This is only available in Sweden.

- INVOICING – If an agreement is entered into with Fortnox - their system is compatible with the Service and simplifies the Customers process to monitor and follow-up invoices sent using the invoicing function in MATCHi. This is currently only available in Sweden and Norway.

- ATTENDANCE - Membership registration in relation to the relevant associations and governmental support, if available in your country.

Appendix 2 - Data Processing Agreement

1 BACKGROUND
1.1 The European Parliament’s and the Council’s regulation 2016/679, referred to below as the ”GDPR” require a written personal data processing agreement (”DPA”) when a party processes Personal Data on behalf of another party. As a result of this, the Customer (hereinafter the “Controller”) and MATCHi (hereinafter the ”Processor”) have agreed to enter into this DPA as an appendix to the Agreement, which has been entered into by the parties regarding the Service provided by the Processor to the Controller. 

2 DEFINITIONS

2.1 ”DPA” refers to this personal data processing agreement.

2.2 ”Data Subject” refers to the individual to whom the Personal Data relates and it is a natural person who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.3 “Personal Data” means any information relating to a Data Subject, sometimes also referred to as personal identifiable information.

2.4 ”Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as but not limited to collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2.5 All capitalised terms pursuant to this DPA shall be interpreted in accordance with the GDPR or the Agreement. 

3 PURPOSE

3.1 The Purpose for the Processing of Personal Data is to provide the Controller with the Service in accordance with the Agreement.

3.2 The Processor may only Process Personal Data for the Purpose and to the extent necessary to fulfil the Processor's obligations under this DPA, the Agreement and written instructions from the Controller.

4 DATA SUBJECTS, TYPES OF DATA CATEGORIES, AUTHORISATION TO SHARE or AMEND DATA, ETC 

4.1 The types of data and categories are listed in the Processors Privacy Policy under a specific heading outlining which Personal Data the venue (Customer/Controller) is the Controller of. 

4.2 If there are any deviations to what is listed in this Privacy Policy in relation to the Personal Data for which the Controller is responsible, the Controller undertakes to inform and instruct the Processor of such discrepancies and outline the correct information.

4.3 The above shall contain information about what types of data are processed, for what purpose and how long it is stored for and with whom it is shared with and any other additional information that is required but which deviates from the information given in the Processors Privacy Policy.

4.4 Sometimes the Processor receives input regarding Data Subjects contact information from other sources, such as an organisation or association handling subsidies to venues. The parties agree that this information can be of value to the Controller and it is sometimes even a prerequisite for certain features to work that the information matches with a particular source. The Controller therefore allows the Processor, at its discretion to update the contact information it Processes on the Controllers behalf, if possible, but the Processor is not obligated to do so. Furthermore, on a direct request from a Data Subject to update information, such as contact data, name or social security number - the Controller authorises the Processor to register such requested changes. This does not extend to requests to ‘be forgotten’ as such requests shall be directed to the Controller to administer themselves.

4.5 If the Controller participates in a set-up with group functionality for the administration of memberships or has signed up with reference to a framework agreement, the Controller authorises MATCHi to share the Controllers Data, including Personal Data with the group owner or counterparty to the framework agreement, who is often a parent company, an association or federation and is a separate legal entity from the Controller.

4.6 If the Controller make use of any functionality to administer contributions/subsidies from a public entity based on membership or participation of its players, the Controller authorises MATCHi to share the Controllers Data, including Personal Data with the relevant entity administering the subsidies or similar distributions.

4.7 Also note any country, state or regional specifics listed by relevant area in the very last section of this DPA.

5 PROCESSOR’S UNDERTAKINGS

5.1 The Processor undertakes to perform the Processing, as specified in this DPA. 

5.2 The Processor and the person or the persons working under its management may only Process Personal Data in accordance with documented instructions provided in this DPA or as instructed in writing, from time to time, by the Controller. In the event the Processor lacks instructions necessary to perform the assignment the Processor has received from the Controller, the Processor shall inform the Controller and await the instructions required. Instructions received shall be documented.

5.3 All Processing of Personal Data due to requirements according to applicable law shall be considered in line with the Controllers instructions. 

5.4 The Processor has a general authorisation to replace or engage additional Processors, hereinafter referred to below as sub-processors, for fulfilment of the Service and/or this DPA. 

5.5 The Processor shall maintain a list of all sub-processors it engages to provide the Service and shall make the list available to the Controller upon request. The Controller may subscribe to receive updates to the list by email notification by requesting to be put on the sub-processor subscription list.

5.6 To the extent the Controller has a reasonable objection to a change or addition of sub-processors, the Controller shall notify the Processor in writing within thirty (30) days of the notification being sent to subscribers of sub-processor updates. If the Controller has objected to a new sub-processor in accordance with the foregoing, the Processor may in its sole discretion make alternative arrangements to exclude such sub-processor from the provisioning of Services to the Controller, even if doing so has an adverse effect on the provisioning the Service. To the extent the Processor does not exclude the new sub-processor objected to by the Controller, the Controller’s sole remedy shall be to terminate the Agreement by notice to the Processor without any liability for the Processor except reimbursement of fees already paid, but due for the remaining part of the Agreement.

5.7 When hiring a sub-processor, the Processor shall, by entering into a written agreement with the sub-processor, ensure that the sub-processor undertakes to carry out Processing on the corresponding terms and standard as the Processor has undertaken through this DPA. In the event a sub-processor does not fulfil its obligations, the Processor is responsible to the Controller for the performance of the sub-processors obligations. The parties agree that the Controller’s signing of this DPA shall constitute an authorisation of the Processor’s use of current sub-processors.

5.8 In cases where a Data Subject, a Privacy Protection Authority or another third party requests information from the Processor concerning the Processing of Personal Data, the Processor shall refer to the Controller. The Processor may not disclose Personal Data or other information about the Processing of Personal Data without express instructions from the Controller unless mandated by law. 

5.9 Processor shall immediately inform the Controller about any contacts from any Privacy Protection Authority that concern or may be of importance for the Processing of Personal Data. The Processor shall not have the right to represent the Controller or act on behalf of the Controller towards any Authority for Privacy Protection or another third party. 

5.10 If a Personal Data Breach is discovered, the Processor shall inform the Controller without undue delay, within 48 hours if possible. The Processor undertakes to follow relevant Privacy Protection Authority guidelines to respond to Personal Data Breaches. The Processor shall answer the following questions to the Controller in the event of an incident:

(i) Describe the Personal Data Breach nature and scope, 

(ii) The categories of and the approximate number of Data Subjects that are affected as well as the categories of and the approximate number of Personal Data items,

(iii) Describe in a general way, probable consequences of the breach, if possible to foresee,

(iv) Describe the actions that the Processor has taken or proposed to remedy the breach, 

(v) When it is appropriate, measures to mitigate its potential negative effects.   

5.11 The Processor shall take reasonable technical and organisational measures to protect Personal Data against unauthorised access, destruction and change in accordance with the GDPR, with special regard to the requirements in Article 32 or newer equivalent. 

5.12 The Processor shall, to the extent it is relevant with regard to the nature, scope, context, and purpose of the Processing, assist the Controller to ensure that the obligations according to Articles 32—36 in the GDPR are fulfilled.

5.13 The Controller shall have the right, at its own cost or through a third party, to verify that the Processor complies with this DPA. The Processor shall provide the Controller with all information required to show that the Processor has fulfilled its obligations in accordance with this DPA as well as the GDPR. The Processor shall also enable and contribute to reviews and inspections carried out by the Controller or the third party that has been authorised by the Controller. The Controller only has the right to call for review or inspection at the Processor once per calendar year unless there are special reasons to call for additional reviews. Reviews and/or inspection shall always be carried out in consultation with the Processor so that they entail the least possible disruption to the Processor’s operations. 

5.14 The Processor may, when this DPA ceases to be valid, unless the Controller provides other instructions, delete or anonymise the Personal Data in such manner that it cannot be restored and therewith ensure that no Personal Data remains with the Processor. At the request of the Controller, the Processor shall confirm in writing whether Personal Data has been deleted or anonymised. 

5.15 The Processor shall at the request of the Controller, assist the Controller with producing information requested by any Authority for Privacy Protection or by a Data Subject, or in any other way facilitate the Controller to satisfy a Data Subject’s rights in accordance with the GDPR. 

5.16 In case personal data is transferred to a third country, the Processor is responsible to put in place adequate safeguards with respect to the protection of the privacy and fundamental rights and freedoms of individuals and as regards the exercise of the corresponding rights, such as the EU Commission’s Standard Contractual Clauses (the “EUSCC”) or ensure such a country is officially approved through an adequacy decision by the European Commission or part of the Data Privacy Framework or other appropriate mechanism.

5.17 In the event the EUSCC are to be used, the Controller hereby grants the Processor a power of attorney to enter into the EUSCC on behalf of the Controller.

6 THE CONTROLLER’S RESPONSIBILITIES 

6.1 The Controller shall provide clear and documented instructions to the Processor regarding the Processor’s Processing of Personal Data under this DPA. The Controller shall be responsible for ensuring that the Processing carried out and the documented instructions provided under this DPA are in accordance with the GDPR. The Controller shall be responsible, among other things, for informing the Data Subjects about the Processing and for informing and obtaining consent from the Data Subjects when necessary. 

6.2 The Controller shall immediately inform the Processor of changes in the Processing that affect the Processor’s obligations. The Controller shall in turn, notify the Processor of third parties, including any Authority for Privacy Protection and the Data Subjects’ actions with respect to the Processing.

7 CONFIDENTIALITY

7.1 The Processor undertakes not to disclose or in any other manner reveal to third parties information about the Processing of Personal Data included in this DPA, except for the sub-processor engaged in accordance with this DPA and except for in accordance with the information given in the Processors at each time applicable Privacy Policy, detailing part of its processing activities and the Controller acknowledge that the nature of the Service as such means that some information will become available to third parties as the Service has social aspects where, for example, other users can access information about participants signed-up for activities or events. This undertaking shall not be applicable to information that the Processor is ordered to provide to Public Authority. The Confidentiality undertaking shall also apply after this DPA has been terminated. 

7.2 The Processor undertakes to ensure that persons with authority to Process Personal Data undertake to observe the same level of confidentiality as is applicable for the Processor in accordance with this DPA or law.

8 COMPENSATION

8.1 The Processor shall have the right to reasonable compensation for:

(i) any work and additional costs associated by the Controller changing the original instructions to this DPA. 

(ii) any work and additional costs that arise due to an audit by any Authority for Privacy Protection or similar measures.

(iii) any work and additional costs that affect the Processor due to the Controller breaching its obligations in accordance with this DPA.

(iv) any work and additional costs that arise for the Processor when the Processor assists the Controller with ensuring that the Controller’s obligations in accordance with the GDPR are fulfilled.

9 RESPONSIBILITY TOWARDS THIRD PARTIES 

9.1 In the event a Data Subject, or other third party makes a claim against the Controller due to the Processor’s Processing of Personal Data, the Processor shall indemnify the Controller to the extent such claims are a direct consequence of the Processor’s non-compliance with this DPA or the Controller’s notified instructions in relation to this DPA. 

9.2 The Controller shall indemnify the Processor in the event that the Processor is caused any damage that is attributable to the Controller’s instructions for Processing being in violation of the GDPR or other applicable privacy legislation, or if the Controller has otherwise acted in violation of this DPA. 

9.3 The Processor’s liability for damages according to this DPA, for each rolling 12-month period, shall be limited to direct damages and losses to a total maximum amount corresponding to the highest of the total fixed compensation paid by the Controller to the Processor according to the Agreement during the past 12-month period that preceded the time period when the Controller received knowledge of the circumstance that caused the damage or, if twelve months has not passed, the amount due for the upcoming 12-month period. The Processor’s damage liability does not cover indirect damages and losses such as lost profit, lost expected savings or lost goodwill. 

10 REWORDING OF THE DPA 

10.1 If required by law the relevant legislation or binding regulatory public authority, the Parties shall, without undue delay, renew this DPA in such manner as to comply with the legislation, which gave rise to the rewording. This DPA may also be updated in accordance with what is stated in the Agreement.

11 TERM OF THE AGREEMENT

11.1 The DPA shall apply from the time of signing or when the Controller starts using the Service and as long as the Processor Processes Personal Data on behalf of the Controller, or until either party terminates the associated Agreement.

12 SETTLEMENT OF DISPUTES 

12.1 Dispute in connection with this DPA shall be determined in accordance with what is stated in the Agreement to which the DPA is attached as an appendix.

13 STATE, REGIONAL OR COUNTRY SPECIFIC REGULATIONS

13.1 AUSTRALIA - Controllers based in Australia hereby authorise MATCHi to share the Controller’s data, including Personal Data of Players, with Padel Australia Ltd and its parent company, Tennis Australia Ltd. Padel Australia Ltd and Tennis Australia Ltd will Process the Controller’s data in accordance with its privacy policy available at https://www.tennis.com.au/privacy and, for the purposes of this DPA, each entity is a sub-processor. The Association will not use any information, including Personal Data, to compete with Controllers.

13.2 NORWAY - Controllers based in Norway accept the statutes issued by Norges Idrettsfobund (No. NIF’s Lov), including NIF’s right to audit information submitted. In Norway, NIF is such an entity regulated above in section 4.6.