Club Terms

RuckPath / StickPath

1. Parties and structure

1.1 This agreement is between Ruckpath Group Ltd (registered in England and Wales, company number 17374680, registered office Vaughan Chambers, Vaughan Road, Harpenden AL5 4EE) (“we”, “us”) and the club named in the Order Form (“the Club”).

1.2 Where the Club is an unincorporated association or a Community Amateur Sports Club, this agreement must be signed by two officers of the Club’s committee, each of whom warrants that they are authorised to bind the Club and its members in accordance with the Club’s constitution.

1.3 Where the Club is a private limited company this agreement must be signed by a director authorised to bind the Club.

1.4 Two separate contractual relationships exist:

• Us and the Club — this agreement (licence, and where the Order Form so states, revenue share or club-paid parent access to the Ruckpath platform accessed via the Ruckpath app (the “platform”));
• Us and each parent — the Parent Terms.

A parent may only open an account in respect of a child registered at a club that holds a current licence under this agreement. Once opened, that account is governed solely by the Parent Terms. If this agreement ends, the parent’s account does not. They keep it, and may subscribe or continue subscribing, for as long as we operate the platform (see §7.4(B)). The Club is not a party to any parent’s account or subscription and cannot vary, cancel or refund it. Nothing in this agreement gives any parent rights under it, and the Contracts (Rights of Third Parties) Act 1999 is excluded.

2. The licence

2.1 Subject to the Club paying the licence fee stated in the Order Form, per season, we hereby grant to the Club a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Club to use the platform for all its age groups, coaches and administrators.

2.2 The Club's season runs annually from the season start date stated in the Order Form. Where this agreement begins partway through a season, the first Licence Period runs from the start date stated in the Order Form to the end of that current season, and each Licence Period afterwards is a full season. The fee for a part-season first period is as stated in the Order Form.

2.3 The licence fee is payable in advance and is not refundable, including where the Club terminates early or where parent uptake is lower than the Club expected.

2.4 The licence entitles the Club to: coach accounts sufficient for the Club’s genuine coaching needs, taking account of its size and number of age groups; administrator accounts as the Club reasonably requires, ordinarily one; its own skills framework; player records for all its age groups; attendance recording; storage of the Club’s own coaching materials under §4.5; and availability of the parent-facing app to any parent of a player registered at the Club who holds an account. The Club may nominate a replacement administrator at any time. We may decline or remove coach or administrator accounts materially in excess of the Club’s genuine needs.

2.5 The licence does not entitle the Club to: any share of parent subscription revenue beyond that set out in §3A; or any right, title or interest in the platform, its design, its software, or the structure and content of the skills framework templates and coaching materials we provide (the Club’s own edits under §4.4 and its own materials under §4.5 remain its own).

2.6 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, The Club cannot attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the licence or the platform (or the contents contained within the licence or the platform) in any form or media or by any means or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the licence of the platform.

2.7 The Club acknowledges and agrees that we own all intellectual property rights in the licence and the platform. Except as expressly stated herein, this agreement does not grant the Club any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the platform.

2.8 We confirm that we have all the rights in relation to the platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

2.9 The Club cannot access all or any part of the platform in order to build a product or service which competes with the platform.

2.10 The club shall not, subject to §12.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the platform available to any third party except the authorised users.

2.11 The Club shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the platform and, in the event of any such unauthorised access to use, promptly notify us.

2.12 Optional features. The Order Form states which of the following apply to the Club. Where the Order Form is silent on one of the sub paragraphs below, it does not apply.

• (a) Revenue share — §3A.
• (b) Club-paid parent access — §3B.
• (c) Performance pathway — an additional set of skills for players the Club selects, alongside their age group’s own. The Club decides who is on it, and the content is the Club’s own: we provide the structure and empty skills for the Club to word. §4.4 applies to it as it does to the rest of the framework.
• (d) Sponsor placements — §5.6.

We may make a feature available, withdraw it from sale, or change what it costs, in each case with effect from a season boundary and by a revised Order Form.

3. Payment of Licence Fee

3.1 The Licence Fee payable by The Club and our payment terms are set out in the Order Form.

3A. Revenue share

This section applies only where the Order Form states a Club Share.

3A.1 Parents subscribe directly to us and we collect payment through our payment provider.

3A.2 From each parent payment we deduct, in order:

• an amount equal to VAT on the payment at the prevailing standard rate, whether or not we are registered for VAT at the time;
• payment processing fees actually charged by our payment provider.

The remainder is the Net Parent Revenue.

3A.3 We shall pay the Club the percentage of Net Parent Revenue stated in the Order Form (“the Club Share”) attributable to children registered at the Club.

3A.4 The Club Share may be changed only with effect from a season boundary, by a revised Order Form agreed and signed by both parties. Unless and until a revised Order Form is agreed, the Club Share stated in the current Order Form continues to apply for each season for which this agreement renews.

3A.5 We shall pay the Club’s share quarterly in arrears, accompanied by a statement showing the number of subscribing parents, gross receipts, deductions and the resulting share.

3A.6 Where a parent’s payment is refunded, charged back or reversed, the corresponding share shall be deducted from the Club’s next payment.

3A.7 Where a parent’s subscription covers children at more than one club using the platform, revenue is attributed per child to that child’s own club. Family pricing applies per club: children at the same club count together, a family’s children at other clubs are disregarded, and a child registered at more than one club is priced in full at each.

3B. Club-paid parent access

This section applies only where the Order Form states that the Club pays for parent access.

3B.1 Where the Order Form so states, the Club pays the additional annual charge stated there and, in return, access is included for every parent of a player registered at the Club. Those parents hold accounts on the Parent Terms in the ordinary way, but no subscription fee is payable by them while this section applies. The charge is payable in advance with the licence fee and is not refundable.

3B.2 Where this section applies, §3A does not: no Club Share is payable, because there is no parent revenue to share.

3B.3 The Club may not charge its parents, directly or indirectly, for access to the platform, or represent the licence fee to them as a per-family charge.

3B.4 If this agreement ends, or the Order Form is revised so that this section ceases to apply, parents are given not less than 30 days’ notice in the app before their free access ends, after which they may subscribe on the Parent Terms at our published prices. Their child’s records are unaffected throughout (§7.4, §8.5).

3C. Promotion

3C.1 Whether the Club is paid a share under §3A or its parents are covered under §3B, the Club shall:

• distribute materials we provide through the parent communication channels it ordinarily uses;
• include the platform in its parent communications at the start of each season;
• ensure its coaches make regular use of the platform, so that parents see current information about their child.

3C.2 If the Club materially fails to meet §3C.1 and does not remedy the failure within 30 days of written notice from us, we may (where §3A applies) suspend payment of the share in respect of the period of the failure, or (where §3B applies) decline to renew this agreement at the next season boundary. Neither affects parents’ access during the period concerned.

3C.3 Marketing. The Club grants us a non-exclusive right to refer to the Club by name and to display its name and crest in our marketing materials, website and communications with prospective clubs, in a form the Club has approved or previously used. The Club agrees to reasonable cooperation with a testimonial or case study, with approval over any wording attributed to it. The Club may withdraw these rights at any time by written notice, and they end automatically on termination of this agreement, in each case with new uses stopping promptly. No child’s name, image or data ever appears in our marketing.

4. What the Club must provide and maintain

4.1 The Club shall ensure that every person given coach or administrator access is aged 18 or over and has been subject to the safeguarding checks required by the Club’s governing body. We do not carry out these checks and accept no responsibility for them.

4.2 The Club shall remove a person’s access promptly when they leave the Club or cease to be an appropriate person to hold it.

4.3 The Club is responsible for the accuracy of the player records it creates, including names, dates of birth and age-group placement.

4.4 The Club’s skills framework is its own. We may provide a starting template; the Club may adopt or edit it. The Club is solely responsible for the coaching appropriateness of any framework it adopts or edits, including compliance with its governing body’s age-grade regulations, and for all coaching decisions taken by reference to it.

4.5 The Club’s own materials. The platform allows the Club to store its own documents, links and coaching materials, visible to its coaches and administrators only. Those materials remain the Club’s. The Club warrants that it holds the rights to everything it uploads and that nothing it uploads is unlawful, infringing, or unsuitable for a platform used in connection with children. The Club shall not upload personal data about any child, or anything containing a child’s image. We do not monitor what is uploaded, but we may remove anything that breaches this clause and shall tell the Club when we do. On termination these materials are deleted, subject to §7.4(c).

5. Our obligations

5.1 We shall provide the platform with reasonable skill and care.

5.2 Our obligations at §5.1 shall not apply to the extent of any non-conformance which is caused by use of the licence contrary to our instructions, or modification or alteration of the licence by any party other than us or our duly authorised contractors or agents. If the licence does not conform with the terms of §5.1, we will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Club's sole and exclusive remedy for any breach of the undertaking set out in §5.1.

5.3 We shall use reasonable endeavours to keep the platform available, excluding scheduled and emergency maintenance.

5.4 We may change the platform’s features. We shall not make changes that materially reduce its core function during a paid season without reasonable notice to the Club.

5.5 Advertising. We do not sell advertising space on the platform to anyone, and we do not use advertising networks, tracking, profiling or behavioural targeting of any kind. We do not sell or share personal data with advertisers or data brokers. The only exception is §5.6: a club may display its own sponsors, in its own space, to its own coaches and parents.

5.6 Club sponsors. This section applies only where the Order Form states that sponsor placements are enabled.

• The Club chooses which of its sponsors appear, and where. We sell nothing, receive nothing from the Club’s sponsors, and take no share of what the Club is paid for them.
• Placements are static images or names, optionally linking to the sponsor’s own website. There is no tracking, no measurement of who saw what, and no personal data passes to a sponsor.
• Placements appear on the coach app and in the parent app. They never appear on a child’s own account. Where a parent hands their device to their child, the child will see what the parent sees; the Club and we both accept that.
• The Club shall not display a sponsor whose business is gambling, alcohol, tobacco or vaping, weight-loss products, cosmetic procedures, or anything else unsuitable to appear alongside a record of a child’s development. We may remove any placement at our discretion and shall tell the Club when we do.
• The Club is responsible for its arrangements with its sponsors, including any promise it makes about how or where a placement will appear.

6. Customer obligations

6.1 The Club shall

1. provide us with:

1. all necessary co-operation in relation to this agreement; and

2. all necessary access to such information as may be required by us;

in order to provide the licence, including but not limited to parent or child user data and any necessary security access information and configuration services for the Club;

2. without affecting its other obligations under this agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this agreement;

3. carry out all other Club responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Club's provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary and we shall not be liable for any failure to deliver any or all of the services to the extent caused by Club’s delay;

4. ensure that the authorised users use the licence in accordance with the terms and conditions of this agreement and shall be responsible for any authorised user's breach of this agreement;

5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, its contractors and agents to perform their obligations under this agreement, including without limitation the performance of our obligations;

6. ensure that its network and systems comply with the relevant specifications provided by us from time to time; and

7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Club's network connections or caused by the internet.

6.2 The Club shall own all right, title and interest in and to all of the parent or child user data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such customer data.

7. Term, termination and exit

7.1 This agreement runs for one season and renews at the end of each season unless either party gives not less than 60 days’ written notice of non-renewal or this agreement is otherwise terminated in accordance with the provisions of this agreement.

7.2 We may suspend or terminate this agreement immediately by written notice if the Club or any Official misuses the platform, fails to comply with §4.1, §4.2 or §4.5, or brings the platform into disrepute. We may also suspend coach and administrator access where the licence fee is more than 30 days overdue, on 7 days’ written notice; suspension ends on payment and does not affect parents’ access.

7.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

2. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this §7.3(B);

3. the other party suspends or ceases, or threatens to suspend or cease, carrying on business.

7.4 On termination. Children’s records do not belong to the Club. On termination for any reason:

1. the Club’s coaches and administrators lose access;
2. parents retain access to their own child’s record and history. A parent who subscribes keeps access for the remainder of their paid period and may continue subscribing. A parent whose access was covered by the Club under §3B keeps access for not less than 30 days from termination, is told in the app before it ends, and may then subscribe on the Parent Terms;
3. we shall provide the Club, on written request made within 30 days of termination, with an export of the data its coaches could see at termination, together with the Club’s own materials under §4.5, within 30 days of the request;
4. no licence fee is refunded;
5. where §3A applies, we shall pay any accrued revenue share for the period up to termination in the ordinary course under §3A.5. No share accrues on parent payments received after termination.

7.5 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7.6 Clauses 7, 8, 10 and 11 survive termination.

8. Data protection

8.1 For personal data processed on the platform, we are the controller. Parents contract with us directly for a service concerning their child; we determine what data is collected and how it is used. We are responsible for responding to data subject requests, for breach notification, and for maintaining a privacy notice for parents and children.

8.2 The Club and its Officials shall not use personal data obtained through the platform for any purpose other than coaching the Club’s own players. The platform provides an export for the Club’s own coaching use; anything exported remains subject to this clause, and the Club shall not share it with any third party, use it for any other purpose, or keep it for longer than that purpose requires. The Club is responsible for exports once they leave the platform. The Club shall be a data controller in respect of any data it exports from the platform in accordance with this clause and shall be responsible for compliance with all applicable data protection legislation, including updating its own privacy notices.

8.3 Where the Club provides us with player records (names, dates of birth, age-group placement), it warrants that it is entitled to do so, has any received any necessary consent from parents, members or other data subjects and shall inform its members that player records are shared with us for the purposes of the platform, directing them to our privacy notice.

8.4 Self-claimed badges. Children claim certain badges about themselves. By design, the Club and its Officials can see the list of available badges but never which child claimed what. The Club has no right of access to this data and it will not appear in any export provided under §7.4(c).

8.5 Retention. We retain a child’s records for as long as a parent (or, where available, the player) maintains an active account relating to them. Where no linked account has been active for three years, the records are deleted or irreversibly anonymised. A child leaving the Club does not of itself trigger deletion where a parent account remains active.

9. Liability

9.1 Nothing in this agreement excludes or limits liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

9.2 Subject to §9.1, our total liability to the Club arising in any twelve-month period in respect of the platform, or any claim or dispute in relation to this agreement, is capped at the sum of (a) the licence fee paid by the Club in that period and (b) where §3A applies, the revenue share paid or payable to the Club in respect of that period.

9.3 We are not liable for coaching decisions, team selection, injury, or the consequences of any assessment, tier, target or badge recorded on the platform. Assessments describe a coach’s view of a child’s development; all decisions taken by reference to them are the Club’s.

9.4 We are not liable for the content of anything the Club uploads under §4.5, for any sponsor the Club displays under §5.6, or for the Club’s arrangements with that sponsor.

9.5 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill, except that this clause does not limit the Club’s payment obligations or our obligation to pay any revenue share.

9.6 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

9.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

9.8 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

10. Conflicts of interest

10.1 Where any of our directors, officers or shareholders holds a position at the Club, the Club shall ensure that this agreement is approved by its committee with that person taking no part in the decision and shall record the approval in its minutes. We shall disclose any such position to the Club before signature.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted under §11.2.

11.2 Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this §11; and

2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12. General

12.1 This agreement, together with the Order Form, constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

12.4 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

12.5 If any provision or part-provision of this agreement is deemed deleted under §12.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.6 Any variation must be in writing and signed by both parties (or their authorised representatives), save for feature changes under §5.4.

12.7 The Club may not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

12.8 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement, to any person to which it transfers its business, provided that we give prior written notice of such dealings to the Club and that the assignee undertakes in writing to the Club to be bound by our obligations under this agreement.

12.9 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.10 Any notice given to a party under or in connection with this agreement shall be given in writing and shall be by email to the addresses in the Order Form and are deemed to have been received at 9:00am on the next working day. This does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.11 We may use suggestions, feedback and ideas about the platform freely and without obligation; no ownership of or rights in the platform arise from providing them. This does not affect the Club’s ownership of its own framework edits under §4.4 or its own materials under §4.5.

12.12 Neither party is liable for any delay or failure in the performance of its obligations (other than payment obligations already due) for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control provided it notifies the other and resumes performance as soon as reasonably possible. If the period of delay or non-performance continues for 14 days, the party not affected may terminate this agreement by giving not less than 14 days’ written notice to the affected party.

12.13 If either party has a complaint or dispute, it shall first raise it in writing with the other, who shall respond within 14 days, and the parties shall attempt in good faith to resolve it before starting any proceedings. This clause does not prevent either party seeking urgent relief.

12.14 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

12.15 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

12.16 Each party agrees to sign this agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of our intention to be bound by this agreement as if signed by each party’s manuscript signature.

This agreement has been entered into on the date in which the last party signs and dates this agreement.

Signed for the Club (two committee officers where the Club is unincorporated or one director where the company is a private limited company):

Signed for Ruckpath Group Ltd: