General Terms and Conditions

Version 1 may 2023

GENERAL
1. Usportfor is specialist in the automatic filming, storing, editing and streaming of footage of sport games and trainings.
2. The hardware, including the camera, computers and other peripheral equipment (“Hardware”), in combination with the software specified under article 1.3 of the General Terms and Conditions, jointly constitute the camera system (“Camera System”).
3. The Real-time Image Analyzer (“RIA-Software”) runs on the computer and films, edits, and stores the footage of the sport game and practices concerned (“Footage“) and sends this Footage over the internet to the digital platform of Usportfor (“Platform“). The Footage is made available from the Platform.
4. By logging in on the Platform, the Club can schedule recordings. When scheduling, the Club can choose between Private and Public Mode.
5. Footage recorded in “Public Mode” can be further distributed from the Platform. Footage recorded in “Private Mode” is not distributed by Usportfor and can only be downloaded from the Platform by the Club.
6. The Club is owner of the Footage. Usportfor provides a website plugin, so that the Club can easily show the Footage recorded in Public Mode on its website.
7. For journalistic purposes, Usportfor can freely dispose the Footage recorded in Public Mode. Usportfor can distribute this Footage, including club name and club logo, for example, through their Apps, their websites and other parts of the public domain. The costs and possible proceeds of the distribution are for the account of Usportfor.
8. Usportfor will not distribute Footage recorded in the Private Mode and will not store the Footage for more than ten (10) days, after which the Footage will be over written. The Club has the liberty to download this Footage from the Platform and store the Footage themselves. Footage recorded in Public Mode is stored for ten (10) days in a directly accessible environment (“Video on Demand”) and afterwards for five (5) years in a retrievable environment (“Cold Storage“).
9. Space will be created in the Footage for advertising. 50% of the advertising space is available for sale by the Club, 100% of the proceeds whereof are for the Club. The other 50% of the advertising space is available for sale by Usportfor, 100% of the proceeds thereof are for Usportfor.
10. The Camera System is extensively tested before it is provided to the Club. Usportfor also works constantly on the improvement of the RIA-Software and regularly adds new functionalities. These new versions of the RIA-Software are installed by Usportfor, under the License, Service, and Maintenance conditions (article 7 of these General Terms and Conditions ).
11. The Club may make use of the Camera System and the Platform exclusively to record sporting competition and training and not for other purposes like security.
12. Usportfor has the right to make reference on its website to the fact that it collaborates with the Club in the matter of its services, technologies, and products.
13. These General Terms and Conditions are applicable to the agreement between Usportfor and the Club. This agreement is evinced by the acceptance of the Quotation by the Club.
14. The General Terms and Conditions can be obtained through a link in the Quotation and are also attached to the Quotation. Upon request, these General Terms and Conditions can be forwarded.

DEFINITIONS AND INTERPRETATIONS

In this agreement, the following definitions furthermore apply.

“IP-Rights”:	all copyrights, licenses, patents, developed or obtained software, drawings, models, templates, know-how, reports, trademarks, logos, and trade names and all other rights of intellectual property, trade secrets and technology that Usportfor uses within the framework of the License.
“Purchase price“:	the purchase price listed in the Quotation (to be increased by VAT) of the Camera System.
“License“:	a non-exclusive, terminable, revocable, and non-transferable license for the use of the IP-Rights.
“License, Service and Maintenance Agreement“:	license, service, and maintenance agreement for the use of the Camera System, as described in article 7 of the General Terms and Conditions.
“License, Service and Maintenance Fee“:	the compensation per month regarding the License, Service, and Maintenance Agreement, as stated in the quotation.
“Quotation“:	the offer drawn up by Usportfor 1) for entering into an agreement for the purchase of the Hardware and 2) for entering into the License, Service, and Maintenance Agreement; including, the Essentials of both agreements included in the Quotation and the applicability of these General Terms and Conditions.
“Agreement“:	the Quotation accepted by the Club, the General Terms and Conditions and possibly supplemented by additional written arrangements.
“Party” or “Parties” respectively:	Usportfor and the Club individually and jointly.
“Written“:	the term ‘Written’ also comprises a received e-mail. Proof of receipt of the e-mail must be supplied by the sender thereof. Explicitly excluded from Written are direct messages through, e.g., WhatsApp or SMS.
“Update“:	Modifications of the existing software and the application of new software.

AGREEMENT
1. Offers and agreements with Usportfor and the implementation thereof are exclusively governed by the Quotation and the underlying General Terms and Conditions. Derogations must be established in writing.
2. If the Agreement will turn out to be partially void, annullable, invalid, or non-binding, Parties will remain bound by the other Terms and Conditions of the Agreement. In such case, Parties will enter into consultations in order to substitute the relevant part of the Agreement by provisions which are valid and binding and which – considering the substance and tenor of the Agreement – correspond as much as possible with those of the part that has turned out to be invalid or non-binding.
3. The Club will provide Usportfor with access to the locations of the Club when necessary, if and to the extent required for compliance with what is stipulated in the Agreement. The Club furthermore provides Usportfor with full assistance for carrying out service and maintenance.
4. The Club will responsibly care for the Camera System. This means, amongst other things, that the Camera System must remain in its original state and may not be moved without the Written consent of Usportfor. This includes in any case:
  1. the moving of the Camera System, which has an unmistakable impact on the calibration and thereby on the quality of the Footage;
  2. the deactivation of the computer, which must take place in a controlled manner, so as to prevent damage to the system.
5. Parties will handle information which they provide to each other before, during, or after the implementation of the Agreement confidential when this information is marked as confidential or when the receiving Party knows or should know that the information was intended to be confidential. Parties also impose this obligation on their staff, as well as on third parties deployed for the implementation of the Agreement.
6. In case of conflict between the General Terms and Conditions and what is stipulated in the accepted Quotation, the accepted Quotation applies. In case of conflict between the accepted Quotation and later deviating arrangements in writing, the deviating arrangements apply, on condition they have been established in writing.
7. Without prejudice to the right of Parties to make notifications and/or announcements in any legally valid manner, all announcements, notifications, or statements regarding the General Terms and Conditions will be considered to have been made in a legally valid manner if they are done in Writing.
FOOTAGE AND IMAGE RIGHTS
1. The Club holds the rights and is owner of the Footage recorded by the Camera System (“Image rights”).
2. The Club will use the Image rights entirely in conformity with current and future legislation (such as privacy legislation and GDPR). Usportfor does not give advice regarding the legislation around the footage, however its Data Protection Officer has stipulated a written interpretation for the Netherlands. The Club can request this document from Usportfor.
3. Usportfor has the right of use of the Footage and the Image Rights. Covered by use of the Footage and the Image Rights is, amongst other things:
  1. editing of the Footage;
  2. distribution of the Footage;
  3. provision of the Footage to third parties, whether or not against payment.
4. Five (5) years after creation of the Footage recorded in the Public Mode, Usportfor automatically and legally becomes owner of the Image Rights and may delete this Footage.
5. Usportfor is considered to have paid for the Footage and the Image Rights it acquires after five (5) years (or obtains as a result of the termination of this Agreement), in conformity with the General Terms and conditions of the Agreement, by the set-off of the Purchase Price against the License, Service, and Maintenance Fee.
QUOTATIONS AND OFFERS
1. Unless expressly stated otherwise in the relevant documents, all offers made by Usportfor, in whatever form, as well as price lists, brochures, catalogues, folders, and other data provided by Usportfor, are not binding and merely indicative.
2. The Agreement is effective form the moment when the Club has signed the Quotation.
3. Unless it is evinced otherwise by the Quotation, the Quotation has a maximum validity of four (4) weeks, after the date of issue of the Quotation.
DELIVERY AND INSTALLATION CAMERA SYSTEM
1. Usportfor sells and delivers to the Club the Camera System under the condition that the software to which License, Service, and Maintenance article 7 General Terms and Conditions is applicable belonging to the Camera System, is not sold and delivered.
2. After adoption of the Agreement, the delivery of the Camera System by Usportfor will take place as soon as possible, though no sooner than after the Purchase Price has been paid.
3. The Camera System to be provided to the Club consists of the components listed in the Quotation.
4. Delivery takes place through the provision of the Camera System to the Club.
5. In case of provision of the Camera System at the address of Usportfor for the benefit of the Club, the Club must pick up the Camera System within five (5) days after the Camera System has been made available.
6. In case of delivery of the Camera System by Usportfor at the address of the Club, the Club must accept it immediately.
7. The Club installs the Camera System at own expense and risk, in accordance with the guidelines of Usportfor. Following the guidelines is essential to be able to deliver the intended image quality. Usportfor advises the Club to deploy a certified installation agency. Upon request, Usportfor can supply the details of one or more certified installation agencies.
8. If the Club wishes that Usportfor installs the Camera System, this always occurs on post-calculation basis and in accordance with the conditions of the installation agency deployed by Usportfor. The amount listed in the Quotation is only an indication of the installation costs.
9. It is essential for the proper functioning of the Camera System, that sufficient internet bandwidth is available in conformity with the specifications associated with the Camera System and that the installation instructions and user manual are meticulously followed. Especially during recording, the bandwidth must constantly meet the specifications to prevent glitches in and loss of quality of the Footage.
LICENSE, SERVICE EN MAINTENANCE
1. Usportfor holds the intellectual property rights of the software associated with the Camera System (such as the RIA Software), the entire digital environment where the Footage is edited, stored and offered, as well as of all future updates regarding the preceding matters (“IP-Rights“).
2. Usportfor grants to the Club and the Club accepts from Usportfor:
  1. a user license regarding the IP-Rights; and
  2. service and maintenance with regard to the Camera System.
3. With regard to the license concerning the IP-Rights the Club has the right to use thoseIP-Rights.
4. The License, Service and Maintenance Agreement commences on the 1st of the month, after the Camera System has been delivered and has become operational or the 1st of the month, 6 weeks after the Camera System has been made available.
5. With regard to the service and maintenance of the Camera System Usportfor will provide the following service and maintenance:
  1. helpdesk function concerning the functioning of the Camera System;
  2. first diagnosis concerning possible defects of the Camera System;
  3. liaison function between the Club and manufacturer of the Hardware if the defect has a hardware-related background, so that the Club may be able to appeal to the warranty conditions of the manufacturer of the Hardware;
  4. resolution of a possible defect if the defect has a software-related background;
  5. the offering and, if necessary, increase or extension of storage and/or processing capacity against payment.
6. The service and maintenance concerning the Camera System in any event do not comprise:
  1. the restoral of data which may have gone lost;
  2. the restoral or reinstallation of Hardware;
  3. travel costs if the malfunction is the result of the inexpert use, not following the installation instructions or not following the instructions of the service desk;
  4. the (re-)installation or re-calibration of the Camera System, also when required due to guarantee claims.
  5. the replacement of the Camera System.
7. The Agreement is effective for a fixed period of three (3) years. After expiry of this period, this Agreement is legally extended by a one year term (1), barring notice by one of the Parties.
8. Cancellation of the Agreement is possible by either Party against the end of the contract period (whether or not extended), with a notice period of three (3) months.
9. Cancellation of the Agreement, or termination of this Agreement on whatever grounds, has the following consequences:
  1. the Club retains the Hardware of the Camera System;
  2. Usportfor removes the software (including the RIA-Software) of the Camera System (and discontinues the provision of Updates);
  3. Usportfor discontinues the provision of service and maintenance;
  4. it is prohibited to the Club to make use any longer of the IP-Rights;
  5. Usportfor immediately becomes the owner of all Footage and Image Rights and can delete the Footage.
10. The Club is obligated to facilitate Usportfor within five (5) business days after the termination of the Agreement to remove all software (including the RIA-Software) from the Camera System. In addition, the Club must hand over all documentation concerning the Camera System to Usportfor.
11. Regular Updates regarding the components mentioned in article 7.1 of the Agreement to which Usportfor holds the IP-Rights, as well as the service and maintenance of the Camera System as described in article 7.5 of the Agreement are included in the License, Service and Maintenance Fee.
12. For non-regular Updates as well as for service and maintenance that are not described in article 7.5 of the Agreement, charges may be billed to the Club.
13. In case of user errors of the Camera System, or in the event of inappropriate use of the Camera System, or in case of other causes which cannot be attributed to Usportfor, Usportfor can bill costs and any possible damage to the Club.
14. The service and maintenance do not comprise activities related to and/or caused by inexpert or wrong usage, negligence, carelessness, wilful intent, changes to the nature of use, changes to the Camera System that are not applied by Usportfor or by the order of Usportfor. The activities referred to will be billed to the Club separately, against the rates which are applicable at that time.
15. In the continuous improvement process of the RIA-Software, Usportfor must test new releases of the software. The Club hereby grants Usportfor the right to run such processes on its computer free of charges, as long as this does not negatively affect the functioning of the Camera System.
16. Usportfor bases itself on a Fair User Policy and has the right to bill additional costs to Clubs if the usage deviates significantly from the average. Before billing additional costs, Usportfor will enter into consultations with the Club and substantiate the significant deviation by using usage and storage data.
17. The manner in which the service and maintenance are conducted, is determined by Usportfor.
GARANTEES
1. Usportfor guarantees until two (2) months after the provision of any Update, as intended in article 7.11, that the software previous released will still be functioning.
2. With regard to the guarantee on the Hardware, the guarantees of the manufacturer of the Hardware applies, under the conditions as set by the manufacturer of the Hardware. Under reference to article 7.5c of the General Terms and Conditions, Usportfor takes upon itself the liaison function (best-effort obligation) between the Club and the manufacturer so as to have the defects indicated there resolved.
3. The above guarantees become void if the Club does not observe the Agreement.
RATES & PAYMENT
1. Rates and prices are in Euros and are exclusive of sales tax (VAT) and other levies imposed by the authorities.
2. Payments are due fourteen (14) days after the signing of the Quotation on bank account number NL36 RABO 0332 1748 40 of Usportfor B.V.
3. The fee regarding the License, Service, and Maintenance Agreement is stated in the Quotation (“License, Service, and Maintenance Fee“) and must be paid per month in advance, to the latter bank account number by way of direct debit. Usportfor’s Creditor Identifier is NL80ZZZ723407380000 and the Mandate Reference will be sent to the Club after signing the Quotation. This mandate confers no right to have the transaction refunded. The Club can request their own bank not to carry out the collection transaction up to and including the day of the transaction.
4. All payment obligations are the result of the Agreement. The payment obligations are always due on the date as indicated in the Agreement. Immediately the Club will legally fall into default, if payment is not made on time, regardless of the presence or absence of an invoice. A default notice will not be required.
5. If payment is not done in time, the Club is legally in default and as from the effective payment date a compound interest is due of 1% per (part of a) month over the amount (still) outstanding. If the Club remains negligent in settling the debt, the claim will be transferred to a third party, in which case the Club will be bound to pay, besides the total sum then owed, the costs of the extrajudicial collection. As such are the costs of lawyers, bailiffs and collection agencies, which costs will be determined in accordance with the effective and/or market rates.
6. Usportfor has the right to increase the rates annually in accordance with the price index for Business Services as published by the Netherlands statistics institute CBS.
7. The Club has to pay without deductions or set-offs, without suspension of presumed or actual malpractice and without the Club having permission to block its payment obligation through attachments regarding own assets or otherwise.
PROTECTION PERSONAL DATA
1. Each of the Parties has its own responsibility with regard to compliance with all legal provisions, also including, though not limited to those of GDPR, privacy legislation and the regulations resulting thereof. Based on the privacy legislation, the Club has certain obligations regarding the provision of information, as well as granting of insight in, the correction and the removal of personal data. Usportfor will, upon request of the Club, assist the Club for these obligations. The costs associated with this collaboration will be charged by Usportfor and are borne by the Club.
2. If necessary, the Club will make arrangements, by way of its articles of association, internal rules, general meeting or otherwise, so that the Footage can be used in conformity with the legal provisions and the Agreement. From time to time, Parties can consult each other concerning these aspects.
3. Usportfor will process personal data, such as those which become known to them in the context of the implementation of the Agreement, exclusively for the implementation of the Agreement.
4. Parties will take constant technical and organisational measures to realise an appropriate level of security, as intended in privacy legislation.
5. Usportfor bears no responsibility whatsoever concerning the Footage which are recorded in the Private Mode.
LIABILITY AND INDEMNIFICATION
1. Barring gross fault and/or grave negligence on the part of Usportfor, Usportfor is not liable for defects to and/or damage caused by the Camera System and/or the services and maintenance provided by them. This is including indirect damage, consequential damage, loss of turnover and loss of profit.
2. Condition for any right to compensation is that within fourteen (14) business days after the occurrence of any shortcoming, the shortcoming is report it in Writing to the other Party and grant the other Party a reasonable term for resolving the shortcoming.
3. The Club safeguards Usportfor for all third-party claims regarding the Camera System, including the processing of Footage and data, including personal data, provided by Usportfor for the benefit of the Club.
4. The Club safeguards Usportfor in (judicial) procedures which are filed against Usportfor by third parties related to the Camera System, including claims which are based on the contention that the use of the Footage constitutes a violation of intellectual property rights, portrait rights and/or privacy rights belonging to third parties.
FORCE MAJEURE
1. Force majeure is defined as: any circumstance, independent of Parties and/or unforeseeable circumstance, as a result of which compliance with the Agreement can no longer reasonably be demanded by the other Party (including, for example, work strikes at Usportfor, cyber-attacks, terrorist attacks, natural disasters, lightning strikes, hail storms, power failure, or hooligans).
2. The Party who appeals or expects to appeal for force majeure, must immediately inform the other Party accordingly.
3. If the force majeure is in the opinion of Usportfor of a temporary nature, Usportfor has the right to suspend the implementation of the agreement until the circumstance resulting in force majeure non longer exists.
TRANSFER OF RIGHTS AND OBLIGATIONS
1. The Club does not have the right to transfer its rights and/or obligations from the Agreement to third parties, without prior written approval of Usportfor.
2. Usportfor has the right to completely or partially transfer, let, or give in use its rights and/or obligations from the Agreement to third parties.
COMPLAINTS
1. Without prejudice to what is stipulated in these General Terms and Conditions, complaints concerning the Camera System must be received by Usportfor in Writing within fourteen (14) days after discovery of the reason of the complaint.
2. Complaints can only be investigated and solved if the complaints are reported accurately.
3. If a complaint is not filed within the applicable term and in the prescribed manner, the Camera System, as well as the license, service and maintenance are considered to be delivered entirely in line with the Agreement and have been accepted and approved unconditionally by the Club.
4. If the complaint is found to be legitimate by Usportfor, Usportfor is obligated to provide the agreed service and to resolve the complaint.
5. A complaint never suspends the payment obligations of the Club.
6. Returning of the Camera System can only take place after the prior Written consent of Usportfor.
RESCISSION
1. Usportfor has the right to rescind this Agreement, without having to observe any notice period, if:
  1. the Club files for bankruptcy or is (under threat of being) declared bankrupt;
  2. suspension of payments has been or is granted to the Club;
  3. the Club falls short under the Agreement.
2. Usportfor will never be bound to pay any (form of) compensation of damage towards the Club on account of a rescission, cancellation, or termination on any grounds whatsoever.
CONTACT PERSON
1. Parties will each designate a contact person who takes care of the implementation of the Agreement. Parties inform each other on who they have designated as a contact person.
2. The Operations Manager is the designated contact person of Usportfor and the team can be reached at: support@Usportfor.com.
APPLICABLE LAW/DISPUTES
1. To this Agreement, Netherlands legislation is applicable.
2. All disputes which arise in connection with the Agreement or agreements or deeds which are the result of the Agreement will in first instance be settled by the competent court of law in Amsterdam.

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