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Courtsite for Business Terms of Use

SECTION A: GENERAL TERMS

1. INTRODUCTION

1.1 These Terms (as defined below) apply to the Partner Centre’s (as defined below) access and use of the Service (as defined below). By setting up a Courtsite Console (as defined below) account, accessing and/or using the Service, you agree that you have read, understood and agreed to these Terms and these Terms shall constitute a legally binding agreement between you and Courtsite (as defined below). If you do not agree to these Terms, you are not authorised to access and use the Courtsite Console Service, and you must immediately stop doing so.

1.2 The Partner Centre must be 18 years or older or at least the age of majority in the jurisdiction where the Partner Centre resides or from which the Partner Centre uses the Service.

2. CHANGES

2.1 We may change these Terms at any time by notifying you of the changes by email or by posting a notice on the Website (as defined below). Unless stated otherwise, the changes take effect from the date set out in the notice. You are responsible for ensuring that you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you are bound by the revised Terms, whether or not reviewed by you.

2.2 These terms were last updated on 14 December 2022.

3. INTERPRETATION

3.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

  • “Business Day” means a day (other than a Saturday, Sunday and Public Holiday) on which commercial banks in Selangor are open for business with the public;
  • “Courtsite Console” means the sports facility management and operation software, which is accessible at business.courtsite.my
  • “Courtsite Console Service” means the provision of sports facility management and operation software service provided through the Courtsite Console, which includes the lighting automation system that is integrated with the booking schedular module of the Courtsite Console;
  • “Courtsite Payment Processing Service” means the provision of the payment processing service in respect of the Purchase Amounts made by your End-Customer to you through the Courtsite Platform;
  • “Courtsite Software” means the software owned by Courtsite that is used to provide the Service;
  • “Courtsite Platform” means the online sports facility booking platform at courtsite.my, including all subdomains and components thereof and its mobile applications (if any), as updated from time to time;
  • “Courtsite Platform Service” means the provision of sports facility listing, booking and payment services through the Courtsite Platform;
  • “Confidential Information” means any information that is of a confidential nature and that is not available to the general public, which is obtained from the other party in the course of, or in connection with, the provision or use of the Service. Our Confidential Information includes the Intellectual Property owned by us, including the Courtsite Software. Your Confidential Information includes the Data;
  • “Data” means all data, content, information and photos (including Personal Information) owned, held, used, provided or created by you or on your behalf that is stored in, used or inputted into, the Service, including the data of the End-Customer;
  • “Data Protection Laws” means the personal data protection or data privacy laws (as amended from time to time) of Malaysia;
  • “End-Customer” means a person who books and pays for your Facility through the Courtsite Platform;
  • “Facility” means the sports facility that is managed and operated by you;
  • “Force Majeure” includes acts of God, strikes, lockout, quarantine, epidemics, pandemics, state of war, war, blockades, revolutions, riots, insurrections, lightning, fire, storm, floods, earthquakes, explosions, embargoes, restriction of movement, power outage, breakdown of internet service, government restraint or regulation and any other cause whether of the kind specifically referred to in this definition or otherwise which is not reasonably within the control of a party, excluding:
    (a) an event to the extent that it could have been avoided by the relevant party taking reasonable steps or reasonable care; or
    (b) an event arising from a lack of funds for any reason.
  • “include”, “including”, (or other similar term) do not imply any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
  • “Governing Courts” means the courts of law and justice of Malaysia;
  • “Governing Laws” means the applicable laws (as amended from time to time) of Malaysia;
  • “Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions, including patents, registered and unregistered trade and service marks, rights in logos, designs and design rights, circuit layouts, data and databases, confidential information, trade secret, know-how, all rights of whatsoever nature in computer software and data, all rights of privacy and intangible rights and privileges of a nature similar or allied to any of the foregoing, and all other rights resulting from intellectual activity, in every case in any part of the world and whether or not registered (and including all granted registrations and all applications for registration in respect of any of the same. “Intellectual Property” has a consistent meaning and includes any enhancement, modification or derivative work of the Intellectual Property;
  • “Listing Commencement Date” means, in respect of the Courtsite Platform Services, the date a Partner Centre is listed on the Courtsite Platform;
  • “Objectionable” includes being objectionable, defamatory, obscene, pornographic, antagonistic, bigotristic, provocative, racist, blasphemy, harassing, threatening, harmful, or unlawful in any way;
  • “Parties” means the parties to this Agreement and includes that party’s permitted assigns, successor-in-title and lawful representative, and “Party” means any one of them as the context requires;
  • “Partner Centre” means the person accessing or using the Service, and where the person is a body corporate or entity other than the individual, the person accessing or using the Service on behalf of the body corporate or entity is an authorised representative of such body corporate or entity;
  • a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
  • “Personal Information” means information about an identifiable, living person. This includes but is not limited to name, nationality, telephone number, bank and credit card details, personal interests, email address, image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information;
  • “Privacy Policy” means our privacy policy available from time to time on the Website at courtsite.my/terms/privacy;
  • “Public Holiday” means a gazetted public holiday in Selangor, Malaysia;
  • “Purchase Amounts” means the payment that is made by the End-Customer to you through the Courtsite Platform which we collect on your behalf as part of the Courtsite Payment Processing Service;
  • “Ringgit Malaysia” or “RM” means the lawful currency of Malaysia;
  • “Service Fees” means collectively, the Subscription Fees and the Transaction Fees;
  • “Service” means the Courtsite Console Service, Courtsite Platform Service and Courtsite Payment Processing Service;
  • “Settlement Cycle” means the cycle for settlement of the Settlement Sum by us to you;
  • “Settlement Sum” means the amount of the Purchase Amounts that is collected by us on your behalf less the Service Fees that are payable by you to us in respect of a Settlement Cycle, if any;
  • “Start Date” means the date you set up an account with us for the Service;
  • “Subscription Fees” means the applicable fees in relation to the access and use of the Courtsite Console as agreed in writing between you and us, as may be updated from time to time in accordance with Section B of these Terms;
  • “Taxes” means any applicable governmental taxes, fees or charges now in force or enacted in the future, including any goods and services tax, value added tax, sales and service tax;
  • “Terms” means these terms titled Courtsite for Business Terms of Use together with the Privacy Policy;
  • “Third Party Providers” means the independent third parties who provide the relevant solutions to you through the Service;
  • “Transaction Fees” means the applicable fees in consideration of the Courtsite Platform Service and/or Courtsite Payment Processing Service as agreed in writing between you and us, as may be updated from time to time in accordance with Section C of these Terms;
  • “Underlying Systems” means the Courtsite Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks provided by the Third Party Providers;
  • “We”, “us”, “our” or “Courtsite” means Courtsite Web Solutions Sdn. Bhd. (Company Registration Number 1246872-K);
  • “User ID” means the log in details of the Courtsite Console account, including the user name and password;
  • “Website” means the internet site at courtsite.my, business.courtsite.my or any other site notified to the Partner Centre by Courtsite, including all subdomains and components thereof and their respective mobile applications (if any); and
  • “Year” means a 12-month period starting on the Start Date or the anniversary of that date and ending on the day immediately preceding the anniversary of the Start Date or the subsequent anniversary thereof.

3.2 Unless the context requires otherwise, words denoting one gender include all other genders and words denoting the singular include the plural and vice versa.

3.3 Any reference to a statutory provision includes any modification, consolidation or re-enactment thereof for the time being in force, and all statutory instruments or orders made pursuant thereto.

3.4 References to “you” or “your” is to a Partner Centre, except where the context specifically requires otherwise.

4. PROVISION OF SERVICES

4.1 We must use reasonable efforts to provide the Service:
(a) in accordance with these Terms and the Governing Laws;
(b) exercising reasonable care, skill and diligence; and
(c) using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 Subject to Clause 4.4 below, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability. In such event, we shall not be liable nor shall be deemed to be in breach for any delay or failure or for any consequence of delay or failure in the performance of these Terms.

4.4 Through the use of web services and application program interfaces (APIs), the Service interoperates with a range of third party service features provided by Third Party Providers (“Third Party Services”). We do not make any warranty or representation on the availability of those features and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Courtsite may receive a revenue share from Third Party Providers that Courtsite recommends to you or that you otherwise engage through your use of the Service. Without limiting the generality of the foregoing, if a Third Party Service Provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. YOUR OBLIGATIONS

5.1. You and your personnel must:
(a) use the Service in accordance with these Terms solely for your own internal business purposes and lawful purposes without violating any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your Purchaser’s jurisdiction or the Governing Laws; and
(b) not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

5.2. When accessing the Service, you and your personnel must:
(a) not impersonate another person or misrepresent authorisation to act on behalf of others or us;
(b) correctly identify the sender of all electronic transmissions;
(c) not attempt to undermine the security or integrity of the Underlying Systems;
(d) not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
(e) not attempt to view, access or copy any material or data other than that which you are authorised to access and to the extent necessary for you to use the Service in accordance with these Terms;
(f) neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party rights (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
(g) be responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your account.

5.3. You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

5.4. You must use the Service in accordance with all procedures we may notify to you from time to time.

5.5. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.

5.6. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

5.7. You are solely responsible for all your dealings with your End-Customers, including any contracts for the booking of your Facility. We do not take any part in any such dealings other than providing the Courtsite Console and the Courtsite Platform as an avenue for your End-Customers to place bookings for the Facility and to pay for such bookings, where Courtsite is authorised to collect the Booking Fees from your End-Customers on behalf of you.

5.8. We do not act as agent for either party except as set out in Clause 6.4 below.

5.9. You shall keep your User ID secure and:
(a) shall not permit any other person to use your User ID, including not disclosing or providing it to any other person;
(b) shall not hold us liable for any loss or damage from its failure to maintain the security of your User ID; and
(c) shall immediately notify us if you become aware of any disclosure or unauthorised use of your User ID, by sending an email to Courtsite at contact@courtsite.my.

6. DATA

6.1. You acknowledge that:
(a) we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
(b) to the extent that this is necessary but subject to Clause 8 below, we may authorise a member or members of our personnel to access the Data for this purpose.

6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in Clause 6.1 above.

6.3. You acknowledge and agree that:
(a) we may use Data and information about you and your End-Customers’ use of the Service to develop and improve our Service, offer our products and services to you, assist partnerships to offer new services and features to you and your End-Customers and generate anonymised and aggregated statistical and analytical data (collectively, “Analytical Data”);
(b) we may use the Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights;
(c) we may provide advertisers with reports about the kinds of people seeing their advertisements and how their advertisements are performing, but we don't share information that personally identifies you (information such as your name or email address that by itself can be used to contact you or identifies who you are) unless you give us permission;
(d) we may provide information and content to vendors and service providers who support our business, such as by providing technical infrastructure services, analysing how our products are used, providing customer service, facilitating payments or conducting surveys;
(e) our rights under Clause 6.3(a) - (d) above will survive termination or expiry of your engagement of the Service;
(f) notwithstanding anything to the contrary, you may at any time withdraw your consent to us from processing any personal information of yours or to any part or portion of the same by sending us an email of the notice of withdrawal in accordance with the Data Protection Laws. We shall take all necessary measures to give effect to your withdrawal of consent, to the extent that such withdrawal does not conflict with any of our other legal obligations; and
(g) the title to, and all Intellectual Property Rights in, the Analytical Data is and remains our property.

6.4. You acknowledge and agree that to the extent the Data contains Personal Information:
(a) in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Data Protection Laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms; and
(b) we will deal with Data that is Personal Information in accordance with the Privacy Policy.

6.5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

6.6. You agree that we may store and transmit Data (including any Personal Information) outside of the country, state, or province in which you are located.

6.7. You shall indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim:
(a) by a third party that any Data (including your possession or use of Data) infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading; and
(b) by any person relating to your dealings with your End-Customers.

7. INTELLECTUAL PROPERTY

7.1. Subject to Clause 7.2 below, the title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems are and remain our property (or our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

7.2. The title to, and all Intellectual Property Rights in, the Data (as between the parties) are and remain your property. You grant us a worldwide, non-exclusive, royalty-free, transferable and irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms, including making available to others the Data you post publicly for the purposes of your offerings on the Courtsite Platform.

7.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any of your know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.

7.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (collectively, “Feedback”):
(a) all Intellectual Property Rights in the Feedback, and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
(b) we may use or disclose the Feedback for any purpose.

7.5. You grant us a non-exclusive, royalty-free and transferable licence to use your business name and related trademarks to promote and market the Service.

7.6. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

8. CONFIDENTIALITY

8.1. Each party must, unless it has the prior written consent of the other party:
(a) keep confidential at all times the Confidential Information of the other party;
(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
(c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, Clauses 8.1(a) and 8.1(b) above.

8.2. The obligation of confidentiality in Clause 8.1 above does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
(b) required by law (including under the rules of any stock exchange);
(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this Clause 8.

9. WARRANTIES

9.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

9.2. To the maximum extent permitted by law:
(a) our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to RM100.00; and
(b) you use the Service at your own risk, and we make no representation concerning the quality of the Service and do not promise that the Service will meet your requirements or be suitable for a particular purpose, will be secure, free of viruses or other harmful code, uninterrupted or error free or produce accurate or reliable results that may be obtained from the use of the Service.

9.3. You agree and represent that you are subscribing to and/or using the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
(a) to the maximum extent permissible by law, any applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
(b) it is fair and reasonable that the parties are bound by this Clause 9.3.

9.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, such condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
(a) supplying the Service again; and/or
(b) paying the costs of having the Service supplied again.

9.5. We do not provide any warranties with respect to the Third Party Services (including its performance). You acknowledge that Courtsite has no control over the Third Party Services and shall not be responsible or liable to anyone for such Third Party Services. Courtsite does not guarantee the availability of the Third Party Services and you acknowledge that Courtsite may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Courtsite is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Services.

9.6. If you install or enable a Third Party Service for use with the Service, you grant us permission to allow the applicable Third Party Provider to access your Data and to take any other actions as required for the interoperation of the Third Party Service with the Service, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Courtsite is not privy to the transaction or agreement between you and the Third Party Providers and is not responsible for any disclosure, modification or deletion of your Data or other materials, or for any corresponding losses or damages you may suffer as a result of access by a Third Party Service or a Third Party Provider to your Data or other materials.

9.7. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Courtsite is not obligated to intervene in any dispute arising between you and a Third Party Provider. Any complaints between you and the Third Party Providers must be taken up with each other directly.

9.8. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Courtsite partners, officers, directors, agents, employees, assignees and suppliers (“Courtsite Indemnified Persons”) harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

9.9. The relationship between you and any End-Customer is strictly between you and the End-Customer, and Courtsite is not privy to the transaction or agreement between you and any End-Customer and is not obligated to intervene in any dispute arising between you and any End-Customer. Any complaints between you and the End-Customer must be taken up with each other directly. You agree to indemnify and hold us and (as applicable) the Courtsite Indemnified Persons harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your relationship with any End-Customer.

9.10. You represent and warrant to us the Data transmitted, inputted or stored in the course of accessing or using the Service does not breach or infringe any third party rights (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading. You agree to indemnify and hold us and (as applicable) the Courtsite Indemnified Persons harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your breach of this warranty.

9.11. You represent and warrant to us that you shall not post, sell or transact, through the Service, any items or services (including, without limitation, the prohibited or restricted goods in Schedule 1) that are prohibited by law in the applicable jurisdictions. You agree to indemnify and hold us and (as applicable) the Courtsite Indemnified Persons harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your breach of this warranty.

10. LIABILITY

10.1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Service Fees paid by you relating to the Service in the previous Year. The cap in this clause 10.1 is inclusive of the cap set out in Clause 9.2(a).

10.2. Neither party is liable to the other under or in connection with these Terms or the Service for any:
(a) loss of profits, revenue, savings, business, use, data (including Data), and/or goodwill; or
(b) consequential, indirect, incidental or special damage or loss of any kind.

10.3. Clauses 10.1 and 10.2 above do not apply to limit our liability under or in connection with these Terms for:
(a) personal injury or death;
(b) fraud or willful misconduct; or
(c) a breach of Clause 8 above.

10.4. Clause 10.2 does not apply to limit your liability:
(a) to pay the Service Fees;
(b) under the indemnity in clause 6.7; or
(c) for those matters stated in Clauses 10.3(a) to 10.3(c) above.

10.5. You acknowledge and agree that we are not liable under any form of liability (including negligence) in connection with your dealings with the Purchasers, including any contract to sell or otherwise make available goods or services.

10.6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

10.7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

10.8. The Service, the Courtsite Platform, the Website and/or the Underlying Systems, may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you or the Third Party Provider being faulty, not connected, out of range, switched off or not functioning or due to a temporary, short term or interim Force Majeure. Courtsite is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

11. GENERAL

11.1. We reserve the right to refuse Service to anyone for any reason at any time.

11.2. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

11.3. No person other than you and us has any right to a benefit under, or to enforce, these Terms. These Terms does not give rights to any third parties who are not a party to these Terms.

11.4. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

11.5. Subject to Clause 6.4 above, we are your independent contractor, and no other relationship (e.g., joint venture, agency, trust or partnership) exists under these Terms.

11.6. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing contact@courtsite.my.

11.7. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the Governing Laws. Each party submits to the non-exclusive jurisdiction of the Governing Courts in relation to any dispute connected with these Terms or the Service.

11.8. Clauses which, by their nature, are intended to survive termination or expiry of your engagement of the Service, including Clauses 6.7, 7, 8, 9, 10 and 11 above, continue in force after the termination or expiry of your engagement of the Service.

11.9. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

11.10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date or the Listing Commencement Date (as the case may be). The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date or the Listing Commencement Date, as the case may be.

11.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

SECTION B: ADDITIONAL TERMS IN RESPECT OF THE COURTSITE CONSOLE SERVICE

1. SUBSCRIPTION FEES

1.1 In consideration of the Subscription Fees paid by you to us, we shall provide the Courtsite Console Service to you in accordance with these Terms. The Subscription Fees are strictly non-refundable.

1.2 The Subscription Fees exclude Taxes, where applicable. Such Taxes shall be payable by you and we shall be entitled to charge you the applicable Taxes if so required by law.

1.3 We will bill you for the Subscription Fees at monthly intervals. You must pay the Subscription Fees:
(a) monthly in advance; and
(b) electronically in cleared funds to our bank account without any set-off or deduction.

1.4 The amount of the Subscription Fees are subject to change upon 30 days’ notice from Courtsite. Such notice may be provided at any time by posting the changes to our Website or via email.

1.5 As part of the Courtsite Console Service, you authorise us to collect Purchase Amounts from your End-Customer on your behalf for each payment that is facilitated by us through the Courtsite Platform, where the case may be. You acknowledge and agree that our sole obligation in relation to the Purchase Amounts is to use reasonable endeavours to pay the Purchase Amounts to you, less any applicable Taxes we are obliged by law to deduct and pay to the applicable authorities. You also agree and accept that we are entitled to set off any outstanding Subscription Fee against the Purchase Amounts.

2. TERM, TERMINATION AND SUSPENSION

2.1 Unless terminated under this Clause 2, your right to access and use the Courtsite Console Service starts on the Start Date and continues until a party gives at least 30 days’ notice that these Terms and your access to and use of the Courtsite Console Service will terminate on the expiry of that notice.

2.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Courtsite Console Service if the other party:
(a) breaches any material provision of these Terms and the breach is not remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach or capable of being remedied; or
(b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

2.3 Termination or expiry of your engagement of the Courtsite Console Service does not affect either party’s rights and obligations that accrued before that termination.

2.4 On termination of your engagement of the Courtsite Console Service, you must pay all Subscription Fees for the provision of the Courtsite Console Service prior to that termination.

2.5 No compensation is payable by us to you as a result of termination of your engagement of the Courtsite Console Service for whatever reason, and you will not be entitled to a refund of any Subscription Fees that you have already paid.

2.6 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of your engagement of the Courtsite Console Service but subject to Clause 2.7 below, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

2.7 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Courtsite Console Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
(a) undermined, or attempted to undermine, the security or integrity of the Courtsite Console Service or any Underlying Systems;
(b) used, or attempted to use, the Courtsite Console Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Courtsite Console Service;
(c) transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party rights (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
(d) otherwise materially breached these Terms.

2.8 Suspension or termination of your subscription to the Courtsite Console Service shall result in the suspension and/or termination of your access to and use of the Courtsite Platform Service and Courtsite Payment Processing Service. For the avoidance of doubt, your suspension or termination from the use of the Courtsite Platform Service and Courtsite Payment Processing Service in accordance with Clause 6 of Section C shall not result in an automatic termination of your subscription to the Courtsite Console Service.

2.9 Clauses 2.3 to 2.8 above shall survive the termination or expiry of your engagement of the Courtsite Console Service.

SECTION C: ADDITIONAL TERMS IN RESPECT OF THE COURTSITE PLATFORM SERVICE AND COURTSITE PAYMENT PROCESSING SERVICE

This section applies to the subscribers of the Courtsite Console Service who also use the Courtsite Platform Service and Courtsite Payment Processing Service.

1. PROVISION OF THE COURTSITE PLATFORM SERVICE AND COURTSITE PAYMENT PROCESSING SERVICE

1.1 Subject to these Terms, we provide the Courtsite Platform Service to the Partner Centres who wish to list their sports facility on the Courtsite Platform, whereby we are entitled to accept sports facility booking placed on the Courtsite Platform by the End-Customers (“Sports Booking”) on the Partner Centre’s behalf. We do not act for or on behalf of the End-Customers.

1.2 By utilising the Underlying Systems, we receive Sports Bookings from the End-Customers through the Courtsite Platform, accept payments from the End-Customers, and transmit such Sports Bookings via the Courtsite Console to the Partner Centres.

2. OUR OBLIGATIONS

2.1 Subject to these Terms, to the extent that it has been communicated to us, we shall list on the Courtsite Platform the range of sports facility offerings (“Sports Offerings”) by each Partner Centre for End-Customers to place their Sports Booking.

2.2 In order for a Sports Booking to be confirmed and therefore transmitted via the Courtsite Console to the Partner Centre as a confirmed booking, we require that payment for the Sports Booking to be made by the End-Customer via the Courtsite Platform.

3. YOUR OBLIGATIONS

3.1 You shall provide us with all the necessary Data to present your Sports Offering on the Courtsite Platform. Such Data includes, but is not limited to, your logo, images, prices, business name, address, registered business number, trade name, business bank account details and authorised signatory. If any of your prices is subject to any Taxes, you shall inform us accordingly. You shall immediately communicate to us of any changes to such Data provided. You are required to verify the information published by us on the Courtsite Platform in respect of your Sports Offering and shall forthwith notify us if there are any mistakes or inaccuracies to the information so published.

3.2 We are not required to publish your information or Sports Offering on the Courtsite Platform before all relevant information requested by us has been received.

3.3 In the event you are unable to fulfill a Sports Booking, you shall deal with your End-Customer directly on any modification, postponement, cancellation or refund. You will be personally responsible and/or legally liable for any such incident, both material and immaterial, and you hereby release us from any claim related to such matter.

3.4 You agree that the Courtsite Platform Service and Courtsite Payment Processing Service is provided on a reasonable effort basis.

4. TRANSACTION FEES

4.1 In consideration of the provision of the Courtsite Platform Service and Courtsite Payment Processing Service to you, you must pay us the Transaction Fees, in the manner set out in this Clause 4. The Transaction Fees are strictly non-refundable.

4.2 The Transaction Fees exclude Taxes, where applicable. Such Taxes shall be payable by you and we shall be entitled to charge you the applicable Taxes if so required by law.

4.3 We will bill you for the Transaction Fees at each Settlement Cycle interval.

4.4 The amount of the Transaction Fees are subject to change upon 30 days’ notice from Courtsite. Such notice may be provided at any time by posting the changes to our Website or via email.

5. PURCHASE AMOUNTS

5.1 You hereby grant us the authority to receive the Purchase Amounts paid by your End-Customer in your name and for your account.

5.2 You hereby agree and accept that we are entitled to set off any Service Fees against the Purchase Amounts collected by us on your behalf through the Courtsite Platform. We shall pay the Settlement Sum for a Settlement Cycle to you within three (3) Business Days from the end of that Settlement Cycle to your designated bank account.

6. TERM, TERMINATION AND SUSPENSION

6.1 We shall list you as our Partner Centre on the Courtsite Platform after our receipt of all the information requested under these Terms. We will inform you, in writing, of the Listing Commencement Date.

6.2 We shall have the right to temporarily suspend your listing from the Courtsite Platform, without penalty, if:
(a) you have failed to pay the Subscription Fees in accordance with Section B of these Terms; or
(b) in our reasonable opinion, you are in breach of any provisions of these Terms or may be negatively affecting our business.

6.3 Either party may, by notice to the other party, immediately terminate these Terms and your right to use the Courtsite Platform Service and Courtsite Payment Processing Service if the other party:
(a) breaches any material provision of these Terms and the breach is not remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach or capable of being remedied; or
(b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

6.4 Termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service does not affect either party’s rights and obligations that accrued before that termination.

6.5 On termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service, we shall be entitled to set-off any outstanding Service Fees against the Purchase Amounts prior to that termination.

6.6 No compensation is payable by us to you as a result of termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service for whatever reason, and you will not be entitled to a refund of any Service Fees that you have already paid.

6.7 Except to the extent that a party has ongoing rights to use the Confidential Information, at the other party’s request following termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

6.8 Clauses 6.4 to 6.7 above shall survive the termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service.

7. LIMITATION OF LIABILITY

7.1 Notwithstanding any other provisions under these Terms, you agree to defend, indemnify (and keep indemnified) and hold harmless Courtsite and the Courtsite Indemnified Persons, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside of its control, including but not limited to the quality and condition of your Facility and services provided by you. You further indemnify (and keep indemnified) Courtsite and the Courtsite Indemnified Person from any third party claim resulting from any violation of laws and regulations by you. You shall be solely responsible for any warranty in relation to, and quality of, your Facility. This Clause shall survive the termination of your engagement of the Courtsite Platform Service and Courtsite Payment Processing Service.