BEPRO - Terms & Conditions

Terms & Conditions

These Terms and Conditions (hereinafter referred to as “T&Cs”) are legally binding for Bepro’s Services between the Customer and the Bepro affiliate, branch or subsidiary company in the country in which the Customer is located and from whom the Customer is subscribing to Bepro’s Services displayed in the Quotation (defined below) (“Bepro”). The T&Cs apply to precontractual relations accordingly. The signature of a Quotation replaces all previous agreements between the Customer and Bepro.

A. DEFINITIONS

1. “bepro11” means Bepro’s platform which provides the Customer with all Services and is available under www.bepro11.com and on mobile devices through the bepro11 app.

2. “Confidential Information” means all information which Bepro or Customer protects against unrestricted disclosure to others or that are deemed confidential according to the circumstances of their disclosure or their content, including the Agreement.

3. “Customer” means the legal entity which is the contractual partner of Bepro.

4. “Services” means all services delivered by Bepro as described in clause B. and the Quotation.

5. “Team” means a team of the Customer which is participating in an organised league.

6. “Term” means the term of a Service subscription identified in the applicable Quotation, including the Initial Term and all Renewal Terms.

7. “Quotation” or “Agreement” means an agreement between Bepro and the Customer on Services and referencing the present T&Cs, including agreements entered into by means of agreed electronic contract conclusion procedures.

B. SCOPE OF SERVICES

Bepro is offering the following software packages.

1. Platform

   Bepro will provide the customer access to bepro11. The Customer can use up to 500GB of video storage per Team. The Customer can access his video and data through bepro11. The Platform package is required to utilise any other Services.

2. Editor

   The number of licences is limited to three accounts per team. The Editor is part of the Platform package.

3. Event Analysis

   Bepro will analyse up to 40 (forty) games per season/team and provide the analyses to the Customer during the Term of this Agreement. Bepro offers two different analyses: Light Analysis and Event analysis. A fee of GBP 150.00 or equivalent in the applicable currency for each additional Event Analysis and GBP 50.00 or equivalent in the applicable currency for each additional Light Analysis shall be paid. The Customer shall provide Bepro with a complete team line-up and ensure that the shirt numbers of all 22 (twenty-two) active players are not concealed during the football match.

4. Optical Tracking

   Bepro will provide the Customer with physical data for all home games through optical tracking. Optical tracking requires the use of the Camera System and may be limited depending on the infrastructure where the Camera System is going to be installed. Bepro will inform the Customer in advance about whether the service is available or not. The Customer is aware and accepts that the infrastructure may have an impact in the quality of the Optical Tracking. Any additional optical tracking games cost will be charged at the rate of GBP 500 or equivalent in the applicable currency.

5. Customer Service

   Bepro’s customer service is available during usual business hours through a customer chat on Bepro’s website. The customer service is free of charge.

6. Third-party rights

   All services shall be subject to the condition that they do not conflict with any third-party rights. The Customer is responsible for obtaining the authorisations from any third-party (including public and/or private broadcasters, team officials, players and audiences) which is necessary for Bepro to perform its obligations in accordance with Agreement.

C. CAMERA SYSTEM

1. Depending on the booked Services, the Customer can use the Camera Systems to record games and training sessions of their own teams and can watch the games and training sessions in real time via bepro11. Clause B.1. shall apply.

2. The Customer is responsible for providing a suitable position for the Camera System and electricity. The Customer is responsible for and shall bear the costs for providing internet for the Camera System. The Customer can choose between providing their own internet (“Club Internet”) or using internet through an internet service providers contracted by Bepro (“Bepro Internet”).

3. The Customer shall permit Bepro to permanently install the Camera Systems (including microphones) on the Customer’s pitch (image and sound).

4. The Customer can choose between installing and removing the Camera System by themselves under Bepro's guidance and standard instruction or delegating this job to Bepro so that Bepro can have own contractor and complete the job. If the Customer would like to have Bepro deal with the installation and removal of the Camera System, the Customer shall reimburse any expenses incurred for such job to Bepro.

5. Bepro shall bear the costs related to servicing and maintaining of the Camera Systems.

6. The Customer shall not make modifications to the Camera System without Bepro’s prior written approval. The Customer shall be reliable for the loss or any damages to the Camera systems. The Customer shall not be liable for any damage to the Camera Systems for which he is not responsible.

D. VIDEOS

1. In order to use the Camera System service, the Customer hereby grants Bepro permission and transfers to Bepro the rights (permission and rights jointly referred to as "Filming Authorisation") to produce video recordings and clips (image and sound) of the sports matches and/or training sessions booked by the Customer in accordance with the following provisions ("Bepro Videos").

2. By issuing the Filming Authorisation, the Customer grants and transfer to Bepro the permission and the right to digitally produce (independently and gratuitously) video recordings and video clips of the released sports matches with image and sound, and to use such video recordings without limitation in terms of time, place and content, in particular, to process, reproduce, exploit, disseminate them, make them publicly accessible, and/or use them for marketing purposes.

3. Bepro shall assume the economic responsibility and organisational tasks necessary for the production of the Bepro Videos. Bepro shall hold ownership of the Bepro Videos and of the related collected data.

4. Bepro shall grant the Customer permission to use the Camera Systems installed in order to film its training sessions independently and in its own name (hereinafter "Training Videos"). The Training Videos are strictly confidential. The Customer may download the bepro11 app with which it can manually start and stop the training recordings. The Customer may then view and edit the training recordings and download video files using Bepro’s software services.

E. TRIAL PERIOD

1. The Customer has the right to terminate this Agreement without giving any reasons during the Trial Period (“Trial Period”).

2. The Trial Period applies only if explicitly mentioned in the Quotation.

3. The duration of the Trial Period is stated in the Quotation.

F. TERM, TERMINATION

1. The Term consist of the Initial Term and the Renewal Terms. Each Quotation initially runs for the Initial Term defined therein. At the end of the Initial Term, it automatically renews for additional one (1) year periods (“Renewal Term(s)”), unless the Agreement is terminated in accordance with clause F.2.

2. The Parties may terminate the Agreement by written notice without any notice period. The termination is only allowed at the end of the Initial or Renewal Term.

3. In case of a termination from the Customer, the Customer shall pay a cancellation fee of 50% of the pro rata remaining service fees related to the Camera System.

4. In the event that the Parties' contractual obligations, particularly the grant of the Filming Authorisation, the transfer of rights to Bepro or the analysis and contractually agreed on provision of Bepro Videos by Bepro, infringe third-party rights, particularly television broadcasting rights of public and/or private broadcasters, this shall not give rise to any right on the part of the Customer to terminate this Agreement prematurely. The same shall apply in case the Customer´s sports matches are postponed or cancelled.

G. FEES AND PAYMENT

1. The Customer shall pay to Bepro the Fees for the Services stated in the Quotation. The statutory VAT is excluded. The Customer pays the Fees after invoicing by bank transfer to Bepro’s account.

2. Unless otherwise agreed upon in the Quotation, the Fee is due in full immediately. A surcharge shall apply for instalments. The surcharge for semi-annual payment is 5%, for quarterly payments 10% and for monthly payments 15% of the Fee mentioned in the Quotation. Any Fees not paid when due shall accrue interest at the applicable statutory interest rate.

3. Bepro may at its discretion adjust the Fees with effect from the start of a Renewal Term by giving one month written notice of the fee adjustment to the Customer. The fee change is deemed to be agreed upon by the Parties if the Agreement is renewed automatically for another Renewal Term.

4. Any discount stated in the Quotation shall only apply for the Initial Term and if the Customer meets the requirements.

5. If the Customer is in default of the Fee due, Bepro shall have the right to (i) cease the provision of the contractual services, (ii) block the access of the Customer and their users to bepro11 until payment is made and (iii) terminate this Agreement without notice. Further grounds for termination and claims by Bepro shall remain unaffected.

6. The Customer bears the risks of cancelled and/or postponed games and it does not impact the payment of Fees.

H. WARRANTIES

The Customer represents, warrants, and covenants to Bepro that he has all necessary approvals, consents, or authorizations necessary to enter into this Agreement and grant Bepro the authorizations to perform in accordance with this Agreement.

I. INDEMNIFICATION

The Customer releases and will defend and indemnify Bepro from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability, arising from any act or omission by the Customer, including without limitation any material breach of this Agreement or allegation or claim of negligence.

J. LIMITATION OF LIABILITY

Except for liability or damages arising from the indemnification obligations under this Agreement; (i) neither party is liable for (and the other will not seek) any special, incidental, consequential, exemplary, punitive, or other indirect damages, whether foreseeable or unforeseeable, arising out of this Agreement, even if a party has been advised that such damages are possible; and (ii) the maximum, aggregate liability of Bepro to the Customer or to any third party for any claim related to this Agreement is limited to direct damages incurred in reasonable reliance, in an amount not exceeding the aggregate amount paid by the Customer to Bepro under this Agreement.

K. DATA PROTECTION, TERMS OF USE

1. Bepro’s Privacy Policy and Terms of Use are part of the T&Cs and shall apply.

2. All data protection rules can be found in the data protection agreement which is available in the settings section on bepro11.

L. CONFIDENTIALITY

1. Both parties undertake to protect the other party’s Confidential Information acquired before and in connection with the performance of the Agreement, as confidential to the same extent they protect their own Confidential Information and not less than a reasonable standard of care. Confidential Information of the other party may only be shared with or disclosed to third parties who are under obligations of confidentiality substantially similar to those in clause M. and only to the extent this is necessary to enable the receiving party to exercise its rights or perform its obligations under the Agreement. Any reproduction of any Confidential Information of the other party shall contain any and all confidential or proprietary notices or legends which appear on the original, as far as this is technically feasible.

2. Clause L.1. shall not apply to any Confidential Information that: (i) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; (ii) is generally available to the public without a breach of the Agreement by the receiving party or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (iii) at the time of disclosure, was known to the receiving party free of confidentiality restrictions; or (iv) the disclosing party agrees in writing is free of confidentiality restrictions.

M. CHANGES

1. Bepro may modify the T&Cs from time to time. If Bepro makes material changes to it, Bepro will notify the Customer before they become effective. The Customer’s continued use of our Services after our notice means that he agrees to the updated T&Cs.

2. Bepro may change, suspend, replace or discontinue any of Bepro’s Services.

N. NOTICES AND MESSAGES

1. Bepro will send notices or messages to the Customer within Bepro’s website/app or to the Customer’s contact information he provided to Bepro. The Customer shall keep his contact information up to date.

2. An email shall be sufficient for any written notice or message.

O. APPLICABLE LAW AND JURISDICTION

1. This Agreement shall be governed exclusively by British law to the exclusion of British international private law and the UN Convention on Contracts for the International Sale of Goods.

2. To the extent possible under the applicable law, the exclusive place of jurisdiction for all disputes arising from this Agreement including tortious claims shall be London.

P. MISCELLANEOUS

1. Amendments and additions to the Agreement and any contractually relevant declarations as well as declarations influencing the legal relations, especially without being limited to termination notices, reminders, or notices to set time limits, require a written form. The foregoing provision also applies to any waiver of the written-form requirement. The written-form requirement can also be met by exchange of letters or email.

2. Verbal collateral agreements do not exist.

3. Should individual provisions of this Agreement be or become ineffective in whole or in part, the effectiveness of the remaining provisions shall remain unaffected. In the event of an invalid provision, the contracting Parties are obliged to negotiate an effective and reasonable replacement regulation that comes as close as possible to the economic purpose pursued by the contracting Parties with the ineffective provision.

4. Bepro shall have the right to transfer or assign this Agreement and all or any part of its rights or obligations under this Agreement to any other Bepro group company.

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Version: July 2021