SURPASSPORT provides software and data storage services to clubs & schools to support their child protection, GDPR and player welfare duties, and in doing so, extends access to athletes (or their parents) for communication and scheduling. Medical, workload and activity summaries are shared with athlete (or parental) consent with clubs & schools for the purposes of informing coaching decisions and player welfare.
Welcome to SURPASSPORT, the hosted software application that facilitates data entry, reporting and communications for individuals and organisations so as to offer records keeping, scientific analysis and time savings for the persons involved (the 'Service').
The terms "SURPASSPORT" or "The Business" or 'us' or 'we' or 'our' refers to the owner of the Service, Surpass Sport Systems Limited, registered in Ireland with company number 638562, at Tallaght Business Centre, Whitestown Business Park, Tallaght, Dublin 24. The terms 'User' or 'you' or 'your' refers to the user of our services. The term 'Organisation' refers to a legally registered or informal body who act as a single entity with responsibility for coordinating activities with Organisations or Individuals involved in sport.
By using the software accessed via https://app.surpassport.com, you are agreeing to comply with and be bound by our terms and conditions, as set out below, which together with our Data Privacy Terms govern The Business's relationship with you in using this service.
1.1 Service Use. Subject to this Agreement and during the Term, the User may use the Service. The User may not sublicense or transfer these rights except as permitted as set out in section 15.2 (Assignment) of this Agreement.
1.2 User Access. Each User must be uniquely identified to the Service by means of a specified email account. Access to the Service requires a Token generated by the Service following validation of identity using the User email account. The Token is stored on the Device used to access the Service and is transmitted to the Service to identify the User.
The User is not required to set a password and subsequent access to the Service is facilitated by means of requesting the Token following validation of identity using the User email account.
The User must take appropriate measures to secure the Token on the Device(s) used to access the Service.
1.3 Account Settings. The User can manage the Service, including termination, using a set of administration functions, collectively known as Account Settings.
1.4 Additional Services. The Business may, from time to time, offer new capabilities, features or tools via the Service, the use of which may be contingent on User agreement to additional Terms.
1.5 Change Management. The Business may make reasonable changes to the Service. Material changes to the Service will be notified to the User, provided that the User has requested such a notification in Account Settings.
SURPASSPORT may change this Agreement, including Pricing and linked documents, without notice. The revised Agreement will be posted to the website and will be issued by email to active Users.
SURPASSPORT may only change the Data Processing and Security Terms when required to comply with applicable legislation, regulation, court order or guidance issued by a government agency or regulator and such a change is expressly permitted by the Data Processing and Security Terms, or where such a change:
(a) is commercially reasonable;
(b) does not result in a degradation of the overall security of the Services;
(c) does not expand the scope of SURPASSPORT processing of Individual Personal Data;
(d) does not otherwise have a material adverse impact on the Individual's rights under Data Processing and Security Terms.
1.6 Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by this reference into the Agreement.
2.1 Service Evaluation. Each User may access and use the Service as part of an evaluation process for a minimum of 30 days before committing to a payment schedule.
2.2 Subscription Term. The Service is offered on a monthly Subscription basis. The Subscription may be paid annually in advance, and each month's subscription will be automatically allocated against the prepayment. The billing amount will remain fixed for the duration of the prepayment.
2.3 Voluntary Pricing. SURPASSPORT implements a voluntary pricing policy for subscriptions to the Service. This allows the User to adjust the proposed price so that they remain in control of the actual value paid. Minimum subscription rates may be set for operational and commercial reasons.
2.3 Billing Activation. After the evaluation period has passed, User and Organisation Account usage is compared to the thresholds set out below. When at least one threshold usage level is met, the Account is activated for billing. At this point, the User, or Organisational User(s) with billing responsibility, is notified via the platform with a request for payment.
(a) for Organisations classified as Sports Clubs, activation thresholds are:
(b) for Organisations classified as Primary School or Secondary School, activation thresholds are:
(c) for Users classified as Parent or Guardian, activation thresholds are:
(d) for Organisations classified as Association or Regional Board or Governing Body, activation is automatic on completion of the evaluation period;
(e) for Organisations classified as Commercial Gym (including Personal Trainers), Dance Studio and Kids Clubs, activation is automatic on completion of the evaluation period;
(f) other Organisations will be activated according to Commercial requirements and notified accordingly.
2.4 Value Added Tax (VAT). All prices displayed are inclusive of VAT at the prevailing rate, currently 23% in Ireland.
2.5 Online Payment. Payments will be accepted using the integrated payments facility, powered by Stripe.com, and accepts all major credit and debit cards.
Parents will pay one subscription fee for their household, comprising unlimited children, unlimited parents, unlimited guardians, etc. The User (Parent) who pays the subscription will select other Users with access to their children to be included in their Household at the time of payment, and payment will then not be requested from those Users.
Schools (Primary & Secondary) and Parents will only be offered an annual prepayment option.
All other Organisations will be offered a monthly subscription or annual prepayment option. Where an Organisation elects to pay monthly, the user is requested to authorise a recurring subscription payment for a maximum of 12 months.
Some classes of User or Organisation may be offered a facility to extend their evaluation period or to request credits on a compassion or hardship basis.
Receipts will be issued for all payments received by SURPASSPORT and will be sent by email to User who made the payment.
2.6 Payment Terms. The subscription period is one month and payment is due within 7 days of notice. Additional billing notifications will trigger monthly thereafter, with unpaid subscription fees accruing against the User or Organisation's account. Accrued balances must be cleared in addition to any current subscription amounts or annual prepayments.
Prepayment will silence notifications for the duration of the prepayment period (typically 12 months), with transactions recorded and accessible in Account Settings.
2.7 Delinquent Payment & Suspension. For Organisations, the Service will automatically suspend after 35 days of non-payment and 8.3 Termination for Non-Payment process will commence. Reactivation after suspension will incur a €50 minimum monthly subscription rate for 6 months following Suspension.
2.8 Disputes and Refunds. SURPASSPORT does not issue invoices for use of the Service, but issues a prompt for payment. Where the User feels that such a prompt is issued in error, the should contact SURPASSPORT promptly on firstname.lastname@example.org to allow action to be taken before the Service is suspended.
Refunds (if any) are at the sole discretion of SURPASSPORT and will only be issued in the form of a credit for the Service.
2.9 Anti-Money Laundering. In compliance with EU AML Legislation, all financial transactions and other designated interactions with the service are recorded and routinely monitored. Suspicious transactions will be investigated and may be reported to the appropriate Law Enforcement authority without prior notification. Transaction details can only be made available to third parties on foot of a court order served in Ireland.
3.1 Customer Data. All data provided to the Service by the User or on behalf of an Organisation is termed Customer Data. This data is held in trust on the Service on behalf of the User and Organisation, with the understanding that the data may be made accessible to Users from other Organisations according to the data sharing capabilities facilitated by design by the Service.
3.2 Athlete Profile. The Service stores athlete data against a common profile. Access to this Profile is governed by the User who received the initial access invitation, typically a parent. This Authorised User may extend access to other trusted adults, or to the Athlete themselves where they are 16 years or more of age.
Such Authorised Users may constitute a Household for the purposes of User billing.
3.3 Data Privacy. The User will obtain the consents required to permit the processing of data on the Service under this Agreement.
3.4 Restrictions. The User will not, and will not allow third parties under its control, to:
(a) copy, modify, create a derivative work, reverse engineer, decompile, disassemble or otherwise attempt to any or all source codes relating to the Service;
(b) create multiple User or Organisation accounts which may result in identity confusion or identity theft;
(c) sublicense, resell or distribute any or all of the Service, except when governed by a separate agreement;
(d) use the Service for high-risk activities;
(e) use the Service for illegal or illicit activities.
Unauthorised use of the Service may give rise to a claim for damages and / or be a criminal offence.
3.5 Copyright. This service contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics.
All trademarks reproduced in the Service, which are not the property of, or licensed to the business, are acknowledged on the Service.
The User may not, except with specific prior written permission, reproduce, distribute or commercially exploit content offered on this site.
The User will not upload content subject to third party copyright without prior permission. This includes crests, logos and other images which may be associated with an Organisation.
4.1 Data Sharing. The Service facilitates the controlled sharing of athlete activity data, medical information and communications messages between Users and Organisations.
4.2 Automated Processing. The Service by means of automated processing routinely analyses activity information recorded for each athlete to determine a set of scores and interpretations, which are presented to the Athlete Authorised Users (Parent) and Users (Coach; Teacher) connected with the Organisation with whom the Parent has established a relationship on the Service.
4.3 Statistical Analysis and Research. SURPASSPORT may gather statistical data on general participation of sport. Such statistical data may be further processed for publication by SURPASSPORT or in collaboration with Academic or selected Third Party institutions. This data will not be used for commercial profiling or targeting or related marketing purposes. At no stage will identifiable information be extracted from such statistical analyses.
4.4 Usage Tracking. SURPASSPORT implement internal User feature usage tracking to help assist Users in gaining benefit from using the Service and to monitor feature effectiveness. Usage tracking is pseudonymised, integrated into the core processing of the Service and is highly automated.
4.5 User Logging. Key activities will be recorded in server database records and log files and will include the IP address of the user initiating the request. Such log files are monitored and suspicious activity may be reported to the relevant authorities without prior notice.
4.6 Customer Feedback. If the User provides SURPASSPORT with Feedback on the Service, SURPASSPORT may use such Feedback without obligation to the User and the User hereby irrevocably assigns SURPASSPORT all right, title and interest in that Feedback
5.1 Optional Notifications. SURPASSPORT can optionally additionally send notifications using standard SMS messages. This service requires a valid and distinct mobile phone number which will uniquely identify the intended User.
5.2 Enabling SMS. To avail of this service, the user must retain a credit SMS balance.
SMS credits can be purchased in Account Settings by means of a top-up. SMS credits:
(a) will not expire,
(b) are depleted as notifications are sent to the User (some notification may require more than one SMS message to transmit), and
(c) cannot be refunded.
6.1 Deprecation Policy. The Business may announce with 30 days notice that it intends to discontinue nominated features or to introduce breaking changes to import / export capabilities at a specified date. Such notice will be issued to Users who specified to receive such notifications in Account Settings and also to this website.
The Business will make commercially reasonable efforts to continue services which impact compatibility for at least 3 months after announcement, unless (a) required by law; (b) doing so would pose security risks; or (c) doing so creates a substantial economic or technical burden.
6.2 Removal of Features. Subject to the Deprecation Policy (6.1)
7.1 Obligations. The recipient will not disclose Confidential Information, except to employees, agents or professional advisors who need to know it and who have agreed in writing or are professionally bound to keep it confidential.
7.2 Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to:
(a) promptly notify the other party of such disclosure before disclosing; and
(b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure.
Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could:
(i) result in a violation of Legal Process;
(ii) obstruct a governmental investigation; and / or
(iii) lead to death or serious physical harm to an individual.
As between the parties, the Organisation is responsible for responding to all third party requests concerning its use of the Service for its members.
8.1 Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 8 of this Agreement.
8.2 Termination for Convenience. The User may stop using the Service at any time. If the User represents an Organisation, termination will require written confirmation where active members remain on the account at the time when Termination is requested.
8.3 Termination for Non-Payment. On suspension of an Organisation's account due to non payment, the Organisation Authorised Users(s) will be contacted by email to notify of the suspension and that all Organisation data will be permanently deleted within 60 days of the Suspension Date. Additional emails will be sent at interval up to an including the Termination Date.
If the Account remains in arrears, the Organisation data will be queued for permanently deletion.
Customer Data which relates to member Athlete activity records arising from activities arranged by the Organisation, such records will be preserved so as to maintain the Athletes workload record.
8.4 Effects of Termination. If this Agreement is Terminated, the rights granted by one party to the other will immediately cease.
9.1 Use of brand & marks. The User is permitted to state publicly that it is a customer of SURPASSPORT and may use the Trademark in communications which promote the Service to members and colleagues.
9.2 Naming of Users. The Business may include the name and mark of Organisations using the Service in a list of SURPASSPORT Customers, online or in other promotional materials. The Business may also verbally reference Organisations as a customer of the Service.
9.3 Public Statements. Neither party needs approval if it is repeating a public statement which is substantially similar to a previously approved public statement.
9.4 Revoking Permission. Either party may revoke the other party's right to use its brand & marks under this Section with written notice to the other party and a reasonable period to stop its use.
Each party represents and warrants that:
(a) it has full power and authority to enter into the Agreement; and
(b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.
The Business warrants that it will provide the Services in accordance with the applicable SLA (if any).
The information on this website is provided by SURPASSPORT and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the service or the information, available products, services offered, or related graphics contained on the service for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from, loss of data or profits, arising out of, or in connection with, the use of this service.
Through this service you are able to link to other services which are not under the control of SURPASSPORT. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the service up and running smoothly. However, SURPASSPORT takes no responsibility for, and will not be liable for, the service being temporarily unavailable due to technical issues beyond our control.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SURPASSPORT AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. SURPASSPORT AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CUSTOMER DATA. NEITHER SURPASSPORT NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
12.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR SURPASSPORT'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
12.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR SURPASSPORT'S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO SURPASSPORT UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
12.3 Exceptions to Limitations. These limitations of liability do not apply to violations of a party's Intellectual Property Rights by the other party, indemnification obligations, or User's payment obligations.
13.1 By Organisation. Unless prohibited by applicable law, the Organisation will defend and indemnify SURPASSPORT against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from:
(a) any Customer Data or Brand Features; or
(b) Athlete Authorised Users's use of the Services in violation of the Agreement.
13.2 By SURPASSPORT. SURPASSPORT will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of
(a) SURPASSPORT's technology used to provide the Services or
(b) any SURPASSPORT Brand Feature infringes or misappropriates the third party's patent, copyright, trade secret, or trademark.
13.3 Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:
(a) the indemnified party's breach of this Agreement;
(b) modifications to the indemnifying party's technology or Brand Features by anyone other than the indemnifying party;
(c) combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party; or
(d) use of non-current or unsupported versions of the Services or Brand Features.
13.4 Conditions. Sections 13.1 and 13.2 will apply only to the extent:
(a) The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 13.4(a) prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 13.1 or 13.2 (as applicable) will be reduced in proportion to the prejudice.
(b) The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following:
(i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and
(ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
(a) If SURPASSPORT reasonably believes the Services might infringe a third party's Intellectual Property Rights, then SURPASSPORT may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
(b) If SURPASSPORT does not believe the remedies in Section 13.5(a) are commercially reasonable, then SURPASSPORT may Suspend or terminate Customer's use of the impacted Services.
13.6 Sole Rights and Obligations__. Without affecting either party's termination rights, this Section 14 states the parties' only rights and obligations under this Agreement for any third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
14.1 Governing Law. This agreement shall be governed by and construed in accordance with the Laws of Ireland.
14.2 Negotiation. If a dispute, controversy, claim or difference (a Dispute) of any kind whatsoever arises or occurs between the parties to this Agreement (or their assigns) in respect of this Agreement, or as to the rights, liabilities or duties of the parties hereunder which cannot be resolved simply, a written description of the Dispute referring to this clause shall be provided to the relevant party or parties and a good faith effort to resolve the problem will be made by consultation between the parties involved in the dispute in the first instance.
In the event that a resolution of the Dispute shall not have occurred within a period of 30 days from the notification of the written description of the Dispute, the parties agree to the use of the following methods of Dispute resolution in the order in which they appear. Nothing in this clause shall prevent or restrict either party from commencing injunctive or other similar proceedings to prevent or restrain any urgent or continuing breach of this Agreement.
14.3 Mediation. Any Dispute arising under sub-clause 14.2 (Negotiation) above shall be referred in writing to an independent mediator (Mediator), the identity of whom shall be agreed between the parties. In the event that a Mediator cannot be agreed by the parties within 14 days of one party’s written request to appoint a Mediator, the Dublin office of the International Centre for Dispute Resolution (the ICDR) shall appoint a single independent Mediator in accordance with the Mediation Rules of the ICDR.
Any submissions made to the Mediator, of whatever nature, shall be treated as without prejudice offers of compromise or settlement under the rules of evidence applicable in any future proceeding and are thus agreed to be covered by legal privilege. The parties shall make submissions to the Mediator within 30 days of his/her appointment and agree to make a good faith effort to achieve a resolution to the Dispute within 30 days of the appointment of the Mediator. The parties shall share equally the cost of the mediation, which shall be conducted in Dublin, Ireland in the English language
14.3 Confidentiality. All information, data or documentation disclosed or delivered by a party to the Mediator or to another party in connection with the Dispute shall be treated as confidential save to the extent that it is already in the public domain. The Mediator and the parties shall not disclose any such information, data or documentation and shall sign an agreement including a form to this effect binding the parties to the Mediation.
All such information, data or documentation shall remain the property of the party disclosing or delivering the same and it and all copies thereof shall be returned on completion of the Mediator’s work. The existence of any Dispute shall also remain confidential.
14.4 Irish Courts. In the event that within a period of 60 days of the notification in writing of the Dispute a Mediator is unable to resolve the Dispute, the parties submit to the exclusive jurisdiction of the Courts of Ireland as regards any Dispute relating to or arising from this Agreement
15.1 Notices. All notices must be in writing and addressed to the other party's legal department and primary point of contact. The email address for notices being sent to SURPASSPORT's Legal Department is email@example.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
15.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other.
15.3 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction):
(a) that party will give written notice to the other party within thirty days after the change of Control; and
(b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
15.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
15.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
15.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
15.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
15.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
15.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
15.10 Amendments. Except as set forth in Section 1.5 (Change Management), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
15.11 Survival. The following Sections will survive expiration or termination of this Agreement: Section 4. (Use of Customer Data), Section 7. (Confidentiality), Section 8.4 (Effects of Termination), Section 12. (Limitation of Liability), and Section 13. (Indemnification).
15.12 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, SURPASSPORT may provide an updated URL in place of any URL in this Agreement.
15.13 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If SURPASSPORT provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.
Effective 15th February 2018