Terms & conditions

1. Scope

1.1 These Terms and Conditions ("Terms") are concluded between RefAssist BV, with registered office at Provincieweg 405, 9550 Herzele, Belgium, and enterprise number 0505.722.564 ("RefAssist"), and the organisation that orders the Service ("Customer").

1.2 These Terms apply to all quotes, proposals, order forms and other orders of RefAssist (each an "Order"), and to all services provided by RefAssist, unless RefAssist and Customer have signed a separate written agreement for those services. The Order and these Terms, including the data processing terms in clause 13, together form the agreement between RefAssist and Customer (the "Agreement")

1.3 If an Order and these Terms conflict, the Order prevails. General terms and conditions of Customer do not apply, even if referred to in a purchase order or other document of Customer.

2. The Service

2.1 RefAssist provides a cloud-based platform for the management of referees and other match officials, accessible through a web browser and, where included in the Order, mobile applications (the "Service"). The modules and options included in Customer's subscription are set out in the Order.

2.2 RefAssist grants Customer a non-exclusive, non-transferable right to use the Service for the duration of the Agreement, for Customer's own activities related to the management of officials and competitions. Customer may allow its staff, officials, observers, instructors and, for officials under the age of eighteen (18), their parents or legal guardians ("Users") to use the Service on its behalf.

2.3 The fees are based on the number of officials stated in the Order. If Customer uses the Service for a higher number of officials, RefAssist may invoice the fee for the applicable higher number from the start of the next contract year, after informing Customer.

2.4 RefAssist may further develop and change the Service, provided that such changes do not materially reduce the functionality included in Customer's subscription.

3. Use of the Service

3.1 Customer is responsible for all use of the Service under its account and shall ensure that its Users keep their login details confidential and comply with these Terms. Customer shall notify RefAssist promptly of any unauthorised use.

3.2 Customer shall not copy, modify, resell or reverse engineer the Service, nor access it by automated means other than an API made available by RefAssist. Nothing in this clause limits Customer's right to access and export its own data.

4. Third-party systems

4.1 Where the Service is connected to a third-party system chosen by Customer, such as a competition management platform or a single sign-on provider, Customer is responsible for obtaining and maintaining access to that system and for any fees charged by its provider.

4.2 RefAssist is not liable for the unavailability, malfunction or change of any third-party system, nor for any restriction of the connection imposed by its provider. Adaptations required because of a change to such a system are carried out at RefAssist's standard day rate, after Customer's approval of a quotation.

5. Availability and support

5.1 Where the Order includes a service level agreement (SLA), the availability, support and response times set out in that SLA apply. Otherwise, RefAssist aims for an availability of the Service of at least 99.5% per contract year, excluding planned maintenance, failures of third-party systems or networks outside RefAssist's control, and force majeure. RefAssist announces planned maintenance in advance where possible and carries it out at times of low use.

5.2 Unless the SLA provides otherwise, support requests can be sent to support@refassist.com or, for Customer's administrators, through the RefAssist Help Centre. Support is provided on Belgian business days during office hours.

5.3 RefAssist makes a back-up of Customer Data at least every twenty-four (24) hours, retained for at least seven (7) days and stored within the European Economic Area. Back-ups serve to restore the Service after a technical failure. RefAssist is not obliged to restore data deleted or changed by Customer or its Users.

6. Fees and payment

6.1 The fees are set out in the Order. Unless the Order states otherwise, the yearly licence fee is invoiced in advance at the start of each contract year and one-off fees, such as set-up, are invoiced upon acceptance of the Order.

6.2 All fees are exclusive of VAT, GST and any other taxes or levies, which are borne by Customer.

6.3 Invoices are payable within thirty (30) days of the invoice date. Late payments bear interest at the rate applicable under Belgian law on late payment in commercial transactions, together with a fixed compensation of EUR 40 per invoice. If an invoice remains unpaid ten (10) days after a written reminder, RefAssist may suspend access to the Service until payment.

6.4 RefAssist may increase the fees with effect from each new contract year by giving at least sixty (60) days' prior written notice. If Customer does not accept the increase, Customer may terminate the Agreement with effect from the end of the current contract year by written notice before the increase takes effect.

7. Term and termination

7.1 The Agreement starts on the date stated in the Order or, if no date is stated, on the date the Order is accepted. It runs for the initial term stated in the Order or, if none is stated, for one (1) year.

7.2 The Agreement then renews automatically for successive periods of one (1) year, unless either party terminates it by written notice given at least thirty (30) days before the end of the current term.

7.3 Either party may terminate the Agreement with immediate effect by written notice if the other party commits a material breach that is not remedied within thirty (30) days of a written notice, or becomes insolvent or bankrupt.

7.4 Fees already paid are not refunded, except where Customer terminates under clause 6.4, 7.3 or 12.1, or because of force majeure under clause 11, in which case RefAssist refunds the prepaid fees for the period after termination.

7.5 For thirty (30) days after the end of the Agreement, Customer keeps read-only access to the Service and may request a full export of Customer Data in a commonly used format, free of charge. RefAssist then deletes Customer Data in accordance with clause 13.

8. Data and intellectual property

8.1 Customer owns all data entered into or generated through the Service by or on behalf of Customer and its Users ("Customer Data"). RefAssist uses Customer Data only to provide the Service and does not use it to train artificial intelligence models. RefAssist may use anonymised and aggregated data that does not identify Customer or any individual to maintain and improve the Service.

8.2 RefAssist retains all intellectual property rights in the Service. RefAssist may freely use suggestions and feedback from Customer to improve the Service.

8.3 RefAssist may mention Customer by name and logo as a user of RefAssist on its website and in presentations. Customer may withdraw this permission at any time by written notice.

9. Liability

9.1 RefAssist provides the Service with reasonable skill and care, in accordance with good industry practice. RefAssist does not guarantee that the Service will be uninterrupted or error-free, and is not responsible for the accuracy of data entered by Customer or its Users.

9.2 Neither party is liable for loss of profit, revenue or goodwill, nor for indirect or consequential damage.

9.3 Each party's total liability under the Agreement is limited to the fees paid and payable by Customer in the twelve (12) months preceding the event giving rise to the claim. For claims relating to the processing of personal data, this limit is two (2) times those fees. In no case shall a party's total liability for all claims together exceed two (2) times those fees.

9.4 These limitations do not apply to fraud, wilful misconduct, Customer's obligation to pay the fees, or liability that cannot be limited by law.

9.5 Customer indemnifies RefAssist against claims of third parties arising from Customer Data or from use of the Service by Customer or its Users in breach of the Agreement or applicable law.

10. Confidentiality

10.1 Each party keeps confidential all non-public information received from the other party in connection with the Agreement and uses it only for the performance of the Agreement. This obligation continues for five (5) years after the end of the Agreement and does not apply to information that is publicly available, was already known, or must be disclosed by law.

11. Force majeure

11.1 Neither party is liable for a failure or delay caused by events beyond its reasonable control. If such an event prevents the use of the Service for more than thirty (30) consecutive days, Customer may terminate the Agreement by written notice.

12. Changes to these Terms

12.1 RefAssist may update these Terms from time to time. The current version is always available on the RefAssist website. RefAssist informs Customer of material changes by e-mail at least thirty (30) days before they take effect. If Customer does not agree with the changes, Customer may terminate the Agreement with effect from the date on which they take effect.

13. Data processing

13.1 In providing the Service, RefAssist processes personal data on behalf of Customer. Customer is the controller and RefAssist is the processor within the meaning of the General Data Protection Regulation (EU) 2016/679 ("GDPR") and, where applicable, the UK GDPR. This clause 13 constitutes the data processing agreement between the parties.

13.2 Subject matter, duration and purpose. RefAssist processes personal data only to provide the Service for the duration of the Agreement, and for the period needed to return and delete the data afterwards.

13.3 Data subjects and personal data. The data subjects are Customer's officials, observers, instructors, administrators and other Users, and the parents or legal guardians of officials under the age of eighteen (18). The personal data concerned are identification and contact details, account and login data, data on qualifications, availability, appointments and performance of officials, and other data entered into the modules included in the Order. Health data are only processed where Customer uses a module intended for this, such as physical follow-up.

13.4 Instructions. RefAssist processes personal data only on documented instructions of Customer, which are given through the Agreement and Customer's use and configuration of the Service, unless required otherwise by law. RefAssist informs Customer if it considers an instruction to infringe data protection law.

13.5 Confidentiality and security. RefAssist ensures that all persons authorised to process the personal data are bound by confidentiality, and implements appropriate technical and organisational measures to protect the personal data, taking into account the state of the art and the risks involved.

13.6 Sub-processors. Customer gives RefAssist general authorisation to engage sub-processors, such as hosting and e-mail providers. RefAssist imposes on its sub-processors data protection obligations equivalent to those in this clause and remains responsible for them. Customer data are hosted within the European Economic Area. RefAssist informs Customer at least thirty (30) days in advance of any new or replaced sub-processor, and Customer may object on reasonable grounds. The current list of sub-processors is available on request at privacy@refassist.com.

13.7 Transfers. RefAssist only transfers personal data outside the European Economic Area where this complies with Chapter V of the GDPR.

13.8 Assistance. Taking into account the nature of the processing, RefAssist assists Customer in responding to requests from data subjects and in complying with Customer's obligations regarding security, data protection impact assessments and prior consultation. RefAssist does not respond to data subject requests itself but forwards them to Customer. Assistance beyond the functionalities of the Service is charged at RefAssist's standard day rate.

13.9 Personal data breaches. RefAssist notifies Customer without undue delay, and in any case within forty-eight (48) hours, after becoming aware of a personal data breach affecting Customer's personal data, and provides the information Customer needs to meet its own notification obligations.

13.10 End of processing. At the end of the Agreement and after the export period in clause 7.5, RefAssist deletes Customer's personal data within thirty (30) days, unless storage is required by law. Back-ups and system logs are deleted in the course of their normal retention cycle.

13.11 Information and audits. RefAssist makes available to Customer the information necessary to demonstrate compliance with this clause and allows for audits by Customer or an auditor mandated by Customer, on reasonable prior notice, no more than once a year and at Customer's cost.

13.12 On request, Customer may enter into RefAssist's full data processing agreement, which then replaces this clause 13. The current list of sub-processors and a description of the security measures are available on request at privacy@refassist.com.

14. General

14.1 Notices under the Agreement may be given by e-mail to the addresses stated in the Order or communicated afterwards.

14.2 If any provision of the Agreement is invalid, the other provisions remain in force and the invalid provision is replaced by a valid provision that comes as close as possible to the original intent.

14.3 Customer may not assign the Agreement without RefAssist's prior written consent. RefAssist may assign the Agreement to an affiliated company or to a successor of its business, and may use subcontractors while remaining responsible for them.

14.4 The Agreement is governed by Belgian law. Any dispute is submitted exclusively to the courts of Ghent, division Oudenaarde.

14.5 These Terms are available in English and French. In case of any discrepancy, the English version prevails.