Terms & Conditions

1.1These terms and conditions (the “Terms”) govern the supply of the Vibora platform and related services (the “Service”) by …, a sole trader trading as “Vibora” (“Vibora”, “we”, “us” or “our”), to the customer that subscribes to the Service (“you”, “your” or the “Customer”).

1.2By activating your Account, setting your password through the secure link we provide, clicking to accept these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a club, company or other organisation, you confirm that you have authority to bind that organisation.

1.3You enter into these Terms in the course of business. The Service is provided for business use only and is not offered to consumers, so consumer-protection rules (including the cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) do not apply.

1.4Please read these Terms carefully and keep a copy. If you do not agree to them, you must not use the Service.

2.1In these Terms, the following definitions apply:

• “Account” means the account you create to access and use the Service.
• “Add-on” means an optional paid feature you may add to your Plan, such as Club Branding or Sponsor Banners.
• “Customer Content” means all content you or your users upload, input or make available through the Service, including Participant Data, your logos and branding, and Sponsor Content.
• “Fees” means the charges for your Plan and any Add-ons, as set out on our website or in your Order.
• “Founding Rate” means any discounted rate offered to early (“founding”) customers, as described at sign-up or in your Order.
• “Order” means your order for the Service, whether placed online, in writing, or by accepting a quotation.
• “Participant” means a player or other individual taking part in a tournament you run using the Service.
• “Participant Data” means personal data relating to Participants that is stored locally through your use of the Service.
• “Plan” means the subscription plan you select for the Service.
• “Service” means the Vibora web-based platform and related services described in clause 3.
• “Sponsor Content” means any sponsor, advertising or promotional content you display through the Service.
• “Subscription Term” means each monthly or annual subscription period for which you have paid or agreed to pay.
• “Trial” means any free trial period we make available.

2.2Headings are for convenience only. “Including” and “for example” are not words of limitation. References to legislation include any amendment or re-enactment of it.

3.1The Service is a web-based platform that enables clubs to create and run racket-sport tournaments (including “Americano” formats), with features that may include automated player pairing, scoring, live standings, a live “TV” scoreboard display, and — where the relevant Add-ons are taken — club branding and sponsor banner display.

3.2Subject to these Terms and payment of the applicable Fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during your Subscription Term.

3.3We may update, improve or modify the Service from time to time. We will not materially reduce the core functionality of your Plan during a paid Subscription Term without notice; however, we may make changes immediately where reasonably necessary for security, legal or operational reasons.

3.4The Service is provided over the internet. You are responsible for the equipment, screens, displays and internet connectivity needed to access and use it.

4.1We provision your Account when your subscription is arranged. You set your own password using a single-use secure link we send you; we never see or store your password. You must provide accurate Account information and keep it up to date, and you are responsible for all activity under your Account and for keeping your access credentials secure.

4.2You must not, and must not permit any user to:

• (a)use the Service for any unlawful, harmful, fraudulent or infringing purpose;
• (b)copy, modify, adapt, translate, reverse engineer, decompile or create derivative works of the Service, except to the extent this restriction cannot be excluded by law;
• (c)resell, sublicense, rent or otherwise make the Service available to any third party, except as expressly permitted in these Terms;
• (d)introduce any malware, or attempt to gain unauthorised access to the Service or its underlying systems;
• (e)use the Service in any way that disrupts, damages or impairs it or its availability to others; or
• (f)remove, obscure or alter any proprietary notices in the Service.

4.3We may set reasonable fair-use or technical limits and may monitor use of the Service to ensure compliance with these Terms.

5.1The Service is offered on subscription Plans, with optional Add-ons. The features, current Fees and billing options for each Plan and Add-on are set out on our website or in your Order, and may be updated in accordance with clause 6.5.

5.2Free trial. We may agree a free trial period with you (for example, 14 days). If you provide a payment method when you sign up, your subscription begins automatically at the end of the trial and your payment method will be charged for your first Subscription Term via Stripe (clause 6.2), unless you cancel before the trial ends in accordance with clause 9.2. We may withdraw or change trial terms at any time.

5.3Founding Rate. If you qualify as a founding customer, a discounted Founding Rate may apply for the first 12 months of your Subscription Term, after which our then-current standard Fees apply. Founding Rate eligibility, the discount and its duration are as stated at sign-up or in your Order.

6.1You agree to pay the Fees for your Plan and any Add-ons. Fees are stated exclusive of VAT, which will be added where applicable.

6.2Fees are collected in advance on a monthly or annual basis, as selected, by automatic charge to the payment method you provide. Payments are processed for us by Stripe, Inc. and its affiliates (“Stripe”); by providing a payment method you authorise us, via Stripe, to charge it for the Fees due on each Subscription Term, including renewals under clause 6.3. Stripe’s own terms and privacy policy also apply to its handling of your payment details (see our Privacy Policy).

6.3Your subscription renews automatically for successive billing periods. Unless you cancel before the renewal date in accordance with clause 9.2, your payment method will be automatically charged the then-current Fees on the renewal date and the subscription continues for a further Subscription Term.

6.4If a renewal or other charge fails, we or Stripe may retry it, and we will notify you and give you a reasonable opportunity to update your payment method before we suspend the Service under clause 11.

6.5Except where required by law or expressly stated in these Terms, Fees are non-refundable, and we do not provide refunds or credits for partial periods, downgrades, unused features, or amounts disputed with your card issuer (a “chargeback”) other than in respect of an error on our part; please contact us first so we can resolve any billing query directly.

6.6We may change our Fees. For changes affecting a renewal, we will give you at least 30 days’ notice, and the new Fees will apply from your next renewal. Any agreed Founding Rate will be honoured for its stated duration.

6.7If any Fees are overdue, we may suspend the Service under clause 11 and/or charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

7.1You retain ownership of all Customer Content. Nothing in these Terms transfers ownership of Customer Content to us.

7.2To the extent any Customer Content is transmitted to us (such as your Account details), you grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit and display it to the extent necessary to provide, maintain and support the Service. Participant Data and tournament content are stored locally on your device and are not transmitted to us (see clause 12).

7.3You are responsible for Customer Content, and you represent and warrant that:

• (a)you have all rights, consents and permissions necessary to provide it and to have it processed and displayed through the Service;
• (b)in respect of Participant Data, you have a lawful basis to process it and have provided any required privacy information to, and obtained any necessary consents from, Participants (or their parent or guardian where a Participant is a minor); and
• (c)it does not infringe the rights of any third party or breach any applicable law.

7.4Sponsor Content. Where you use the Sponsor Banners Add-on, you are solely responsible for the Sponsor Content you display, including ensuring that you have the right to display it and that it complies with all applicable laws and advertising standards (including the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (the “CAP Code”)). We are not a party to, and accept no responsibility for, any arrangement between you and your sponsors.

7.5Where Customer Content is made available through our systems, we may remove or disable any that we reasonably believe breaches these Terms or any law, or that may expose us to liability, and we will tell you where it is practicable to do so.

8.1We and our licensors own all intellectual property rights in and to the Service, including the software, platform, designs and the “Vibora” name and branding. Except for the limited rights expressly granted to you in these Terms, nothing transfers any such rights to you.

8.2You must not use our name, logo or branding without our prior written consent, except as reasonably required to identify your use of the Service.

8.3If you provide us with feedback or suggestions about the Service, we may use them without restriction and without any obligation to you.

9.1These Terms begin when you first accept them or start using the Service (including any Trial) and continue for successive Subscription Terms until terminated in accordance with this clause 9.

9.2You may cancel your subscription at any time, effective at the end of your then-current billing period, through the self-service billing portal we make available (provided via Stripe) or by contacting us. Cancellation stops future renewals and any further automatic charges; it does not entitle you to a refund of Fees already paid for the current or any earlier period (see clause 6.4).

9.3Either party may terminate these Terms immediately by written notice if the other party:

• (a)commits a material breach of these Terms which is irremediable or, if remediable, is not remedied within 14 days of written notice requiring it to do so; or
• (b)becomes insolvent, is unable to pay its debts, enters any insolvency or analogous process, or ceases (or threatens to cease) to carry on business.

9.4We may suspend or terminate your access to the Service for non-payment or breach in accordance with these Terms.

9.5On termination or expiry: (a) your right to access and use the Service ends; (b) any Fees accrued up to termination remain payable; and (c) because Participant Data and other tournament content are stored locally in your browser, that content remains with you and is not held by us for return — you are responsible for exporting or backing it up before you stop using the Service. We will close your Account and may delete the non-personal Account record in the ordinary course of business, subject to any legal retention requirements.

9.6Any provision that by its nature should survive termination will continue in force, including clauses 6, 7.3, 8, 10, 12, 13, 14, 15 and 16.

10.1We warrant that we will provide the Service with reasonable care and skill.

10.2We will use commercially reasonable efforts to keep the Service available, but we do not warrant that it will be uninterrupted, timely, error-free, or that it will meet your specific requirements. The Service may be unavailable during maintenance or because of factors outside our reasonable control.

10.3Except as expressly set out in these Terms, and to the fullest extent permitted by law, the Service is provided “as is”, and we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise.

11.1We may suspend all or part of the Service immediately if: (a) any Fees are overdue; (b) we reasonably believe there is a security risk, or unlawful or harmful use; or (c) we are required to do so by law. We will restore the Service promptly once the cause has been resolved (for example, once overdue payment is made).

12.1In this clause, “UK GDPR”, “controller”, “personal data”, “process” and “data subject” have the meanings given in the Data Protection Act 2018 and the UK GDPR (together, the “Data Protection Laws”).

12.2How the Service handles personal data. The Service is designed so that Participant Data (such as Participant names, scores, standings and attendance) is created and stored locally within the browser on the device you use to run a tournament. Participant Data is not transmitted to, or stored on, our servers. If you choose to share a results link, the standings it contains (including Participant names and scores) are encoded in the link itself and are not sent to or stored on our servers; anyone with the link can read that data. You remain in sole control of Participant Data at all times and, for the purposes of the Data Protection Laws, you are the controller of it. Because we neither store nor otherwise process Participant Data on your behalf, we do not act as your processor in respect of it, and no processing agreement under Article 28 UK GDPR arises.

12.3Your responsibilities for Participant Data. You are responsible for: (a) having a lawful basis to collect and use Participant Data, and for providing any required privacy information to, and obtaining any necessary consents from, Participants (or their parent or guardian where a Participant is a minor); and (b) the security, retention and backup of Participant Data on your own devices. Because Participant Data is stored locally in your browser, it may be permanently lost if that browser’s data is cleared or the device is lost or damaged, and we will not be able to recover it for you.

12.4Personal data we control. The limited personal data we process as a controller is the contact and billing information of the individuals who administer your Account (such as a name and email address used for account support, invoicing and correspondence). We hold this in our billing and business records, separately from the Service’s operational database. Our Privacy Policy explains how we handle this personal data.

12.5Payment processing. Your card details are collected and stored by Stripe, not by us — we never see or store your full card number. Stripe processes this data as our processor for the purpose of collecting your Fees, and separately as an independent controller for its own purposes such as fraud prevention and regulatory compliance, under its own privacy policy.

12.6Account credentials. The operational database for the Service stores only a non-personal Account handle and a securely hashed password. It is designed not to contain Participant Data, names, email addresses or other directly identifying personal data.

12.7International transfers. Where we process personal data for which we are the controller, we will transfer it outside the UK only where an appropriate safeguard or transfer mechanism recognised under the Data Protection Laws is in place.

12.8If this changes. If we change the Service so that we begin to store or process Participant Data on our systems on your behalf, we will put in place a processing agreement meeting the requirements of Article 28 UK GDPR, and update these Terms, before doing so.

13.1Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

13.2Subject to clause 13.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• (a)loss of profits, revenue, business, anticipated savings or goodwill;
• (b)loss or corruption of data, except to the extent caused by our breach of clause 12; or
• (c)indirect or consequential loss.

13.3Subject to clauses 13.1 and 13.2, our total aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lower of (a) the total Fees paid by you to us under these Terms in the 3-month period immediately preceding the event giving rise to the liability; and (b) £100.

13.4You are responsible for your use of the Service in running your events, and for your own insurance and health-and-safety arrangements. We are not responsible for the organisation, conduct or outcome of your tournaments, or for the behaviour of Participants.

14.1You will indemnify us against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your Customer Content, Participant Data or Sponsor Content; (b) your breach of clauses 4, 7 or 12; or (c) your use of the Service in breach of these Terms or any applicable law.

15.1Each party will keep confidential the other party’s confidential information and use it only as necessary to perform or exercise its rights under these Terms, except where disclosure is required by law or the information is or becomes public other than through that party’s breach.

16.1Changes to these Terms. We may update these Terms from time to time. For material changes we will give you reasonable notice (for example, by email or in-app notice), and the changes will take effect at your next renewal or as otherwise stated. Continued use of the Service after the effective date constitutes acceptance.

16.2Force majeure. Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control.

16.3Assignment. You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or sub-contract our rights and obligations, including on a sale or reorganisation of our business, provided your rights are not materially prejudiced.

16.4Entire agreement. These Terms, together with your Order and any documents referred to in them, form the entire agreement between the parties and supersede any prior arrangements. Each party agrees that it has not relied on any statement not set out in these Terms (but this does not exclude liability for fraud).

16.5Notices. Notices under these Terms must be in writing. Notices to us may be sent by email to hello [at] vibora.tech; notices to you may be sent to the email address on your Account.

16.6No partnership or agency. Nothing in these Terms creates a partnership, agency, joint venture or employment relationship between the parties.

16.7Third parties. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

16.8Waiver and severance. A failure or delay in enforcing a provision is not a waiver of it. If any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force.

16.9Governing law and jurisdiction. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

1Participant Data (Participant names, scores, standings, attendance): created and stored locally in the browser on the device you use to run a tournament. Not transmitted to or stored on our servers. You are the controller and hold it on your own device.

2Account data on our servers: a non-personal Account handle (username) and a securely hashed password only. No Participant names, email addresses or other directly identifying personal data are stored in the Service’s operational database.

3Account contact and billing data: names, email addresses and billing details of your administrators, held in our billing and business records (separate from the Service database), and used to operate your Account, invoice you and provide support. We are the controller of this data.

4Payments: processed by Stripe, our payment processor. Stripe collects and stores your card details directly; we do not see or store your full card number. See clause 12.

5Hosting / infrastructure: the Service application is hosted by Render. Because Participant Data is not sent to our servers, it is not shared with our hosting provider.

6Security measures: appropriate technical and organisational measures, including hashed account passwords, access controls, and encryption of data in transit.