LICENSEE, as documented in the License Agreement, and as documented in the License Agreement, hereinafter individually referred to as the "Party" and collectively as the "Parties.

WHEREAS:

a) FOYS has developed the FOYS Padel application (the "Product") for padel organizations with the aim of managing the (financial) administration, court booking, supporting the organization, facilitating communication with all stakeholders, and maximizing the use of the Licensee data.

b) Licensee intends to use the Product, and the Parties have entered into a license agreement ("Agreement") for this purpose. By signing the Agreement, Licensee also agrees to the License Terms, which are an integral part of the Agreement.

c) FOYS provides the Product to Licensee and will provide maintenance and support according to the conditions outlined in these License Terms.

LICENSEE DECLARES AGREEMENT TO THE FOLLOWING LICENSE TERMS:

Article 1. Definitions

GDPR: General Data Protection Regulation
FOYS: the legal entity Focus On Your Sport B.V.
User: the person using the Product
Terms of use: The terms applicable to the use of the product by individual users.
License terms: The terms applicable to the License Agreement for the Licensee and all associated users of the product.
Process: The collection, recording, organization, storage, updating, retrieval of changes, consultation, use, provision through transmission, distribution, or any other form of making available, combining, linking, as well as the shielding, erasure, or destruction of data.
The Product: A sport-specific version of the FOYS Application: an integrated online membership information system for sports organizations, including associated software, services, and website. The encompasses the backend (web application), My Environment, and (optional) mobile applications, integrations into websites, and entire websites. Further details about the product can be found on the website.
Website: The websites www.foyspadel.com, www.focusonyoursport.nl and www.foys.tech, including their sub-pages.

Article 2. Applicability

2.1 These License Terms apply to all activities and services to be performed by FOYS regarding the Product, as well as the use of the Product by the Licensee and all users associated with the Licensee.

2.2 The user, prior to using the product (when logging in), agrees to the applicability of the Terms of Use.

2.3 If any provision of these License Terms is void or is rendered invalid, the remaining provisions shall remain in full force.

Article 3. Use

3.1 The Licensee shall use the Product exclusively for the purpose for which it has been intended, namely, managing the administration and organizing the padel organization, communicating with players and other stakeholders within the Licensee’s organization, and helping the Licensee to leverage its data.

3.2 The Licensee shall refrain from engaging in behaviours, while using the Product, that may cause inconvenience or harm to other Users or third parties, or behaviours that result in damage to the Product itself. The Licensee is not allowed to use the Product for actions and/or behaviours that are in violation of the law and both written and unwritten regulations.

3.3 If FOYS observes or suspects that the Licensee is acting in violation of the provisions of these License Terms, FOYS has the right to disable the interactive part of the Product with notice.

3.4 FOYS endeavours to the maximum extent to prevent the temporary unavailability or restricted use of the Product without prior notice during necessary maintenance or for essential adjustments and/or improvements.

Article 4. Data ownership, consent, and data handling on behalf of the user

4.1 The users of the Product are registered by FOYS when using the Product through a combination of a unique username and password.

4.2 The Licensee, through an administrator account, has access to the backend of the Product where necessary data can be entered. Before this account is activated, the user obtaining access on behalf of the Licensee must accept the applicable terms and conditions.

4.3 All personal, organizational, or competition-related data used or processed in or as a result of this agreement is owned by the Licensee, and/or the Licensee has a legal basis allowing it to process the personal data of the users associated with the use of the Product. FOYS is in no way the owner of this data.

4.4 The Licensee is responsible for informing users about the use of the Product within the organization and the (personal) data processed in connection with it.

4.5 The processing of personal data within the Product is subject to privacy legislation, including GDPR. FOYS and the Licensee have entered into a data processing agreement, which is a formal part of the License Agreement.

Article 5. Maintenance and support

5.1 The Licensee can contact FOYS for maintenance and support during business days. Contact can be established through the communication channels provided by FOYS for this purpose.

5.2 Maintenance also includes providing new releases and implementing application software. Maintenance does not cover the provision of qualitative or functional improvements at the request of the Licensee.

5.3 Support includes (upon request or otherwise) providing oral or written advice from FOYS to the Licensee regarding the operation of the Product in technical and/or functional aspects.

5.4 Maintenance and support are included in the license fee.

5.5 No maintenance and/or support is provided for third-party products.

Article 6. Copy and modify

6.1 The Licensee is not allowed to disclose, copy, or otherwise reproduce or modify the delivered content in the form of documents, tests, and/or any other material offered or present in the Product, except to the extent necessary for use explicitly permitted by these License Terms.

6.2 The Licensee is not allowed to decompile the Product, reproduce or translate its code, or subject it to reverse engineering, except to the extent that such actions would be carried out in accordance with legal rules regarding the establishment of interoperability of the Product with other software, and only after the Licensee had informed FOYS in a timely manner and obtained permission.

6.3 FOYS performs releases. Within a release, new features are added, and existing features are modified. In the event that the implementation of the release impacts the current working methods of the User and/or Licensee, FOYS makes every effort to inform them in advance of the changes to be implemented.

6.4 FOYS makes adjustments and changes based on the existing preferences and needs of Users and/or Licensees as much as possible. For this purpose, FOYS maintains contact with the Licensee. Such adjustments and changes are developed within releases.

Article 7. Liability

7.1 The liability of FOYS is limited to what is stipulated in the License Terms.

7.2 FOYS does not guarantee the completeness, accuracy, reliability, timeliness, and/or timeliness of the information provided by the Licensee or other third parties, including texts, images, documents, tests, and other published content on the website and in the Product.

7.3 Decisions made by the Licensee based on the information on the website and the Product are at the Licensee’s own expense and risk.

7.4 FOYS is not liable for damages, including business damage, immaterial damage, damage resulting from personal accidents, damage due to liability to third parties, or any consequential damage whatsoever, arising in any way, including but not limited to:

7.4.A Defects, viruses, or other imperfections in equipment and other software related to accessing or using the Product;

7.4.B The information provided on or through the Product;

7.4.C The operation or unavailability of the Product or its components;

7.4.D Abuse of the Product;

7.4.E The downloading or use of software or data made available through the Product;

7.4.F Claims from third parties in connection with the use of the Product;

7.4.G The provision of (incomplete and/or incorrect) information to third parties;

7.4.H Violation of obligations imposed on the Licensee in these License Terms.

7.5 In the event of imminent or actual damage, the Licensee is obligated to minimize the damage as much as possible and to follow the instructions of FOYS or a third party engaged by FOYS for this purpose.

Article 8. License fee

8.1 he license fee for the implementation and use of the Product is specified in the License Agreement. The Licensee shall select one of the available FOYS Padel packages at the time of entering into the Agreement: FOYS Padel Basic: €49 per month + 2.5% transaction fee, or FOYS Padel Premium: €99 per month + 2.5% transaction fee. The selected package forms an integral part of the License Agreement. The Licensee may upgrade or downgrade between available packages, subject to written confirmation by FOYS and any applicable notice period as determined in the Agreement.

8.2 In addition to the fixed monthly license fee, a transaction fee of 2.5% applies to all gross revenues invoiced and/or processed through the Product, including but not limited to court reservations, events, training sessions, competitions, and tournaments. Invoices issued by FOYS that are unrelated to the functional use of the Product (for example, separate sponsorship invoices issued outside the platform) are excluded from the calculation of the transaction fee.

8.3 The license fee includes one-time onboarding and data migration at the start of using the Product.

8.4 The license fee includes usage, support and service, ongoing maintenance, hosting, and general improvements to the platform;

8.5 One-off costs (if any) will be invoiced directly after signing. The license fee is invoiced regularly (at least once per quarter) based on the gross revenue in the preceding period. The payment term for invoices is 30 days. FOYS is free to adjust the invoicing method at a later stage, for example, by fully automating it in the Product.

8.6 In case of additional functional requests, FOYS estimates the costs and prepares a written proposal for approval by the Licensee. The development rate currently applied by FOYS is €85/hour.

8.7 All mentioned amounts are excluding VAT.

8.8 FOYS endeavours to avoid unnecessary increases in the license fee. However, it is possible to adjust the license fee for inflation, using the CBS ‘Consumer Price Index’ from the previous year, or for an expected increase in management and service costs for additional functionalities.

Article 9. Confidentiality and transfer

9.1 The Licensee shall keep confidential and shall not transfer or provide to third parties, or grant (limited) rights thereto, data, content, information, documents, or otherwise, as present and/or offered within the Product, as well as the user rights for the Product.

9.2 In the event that the Licensee wishes to transfer the user rights for the Product to third parties, it must obtain prior written consent from FOYS.

9.3 The Licensee is responsible for keeping confidential the passwords and usernames it uses, and the Licensee indemnifies FOYS against any damages or injuries resulting from unauthorized interception, collection, and misuse of (personal) data by individuals, organizations, or government agencies.

Article 10. Intellectual property rights

10.1 The copyright and all other intellectual property rights, as well as similar rights for the protection of information relating to the Product, documentation, and the use of the software of the Product, exclusively belong to FOYS. Nothing in these License Terms or the Agreement constitutes a complete or partial transfer of the rights.

10.2 In the event of an unforeseen infringement of copyright or other intellectual property rights, FOYS is entitled to replace or modify the Product in such a way that the infringement is rectified, and the functional properties of the Product are minimally affected.

Article 11. Duration and Termination

11.1 The Agreement becomes effective after it is signed by both parties. The Agreement is entered into for a period of 1 year from the date of signing.

11.2 For the Agreement, a trial period of one month applies. During this trial period, the Licensee can terminate the agreement, and FOYS will not charge any fees for this.

11.3 Parties may terminate the Agreement in writing. The notice period is a maximum of 3 months before the expiration of the Agreement. In the absence of termination, the Agreement will be automatically renewed for a period of 1 year each time.

11.4 However, the right to use the Product only becomes effective after the fee mentioned in Article 8, and if applicable, is fully paid to FOYS.

11.5 This agreement terminates immediately without notice, without prejudice to the right of the non-defaulting party to claim damages, at the moment when one of the Parties:

11.5.A fails, applies for a suspension of payments, or is dissolved or liquidated;

11.5.B fails to fulfil its obligations under this agreement, in whole or in part, or not in a timely manner, after the expiration of the reasonable period provided to remedy the default;

11.5.C acts have been performed that demonstrably discredit the good name of a counterparty;

11.5.D ceases (business) activities or is dissolved.

Article 12. Force majeure

12.1 In case of force majeure, FOYS has the right to change the delivery period, and if delivery becomes impossible or unreasonably burdensome, to terminate the Agreement with the Licensee immediately without judicial intervention and without being obliged to pay compensation.

12.2 If force majeure persists for more than three months, the Licensee has the right to terminate the Agreement immediately by registered letter.

12.3 After the termination of the Agreement in case of article 12.2, FOYS is entitled to compensation for the costs incurred or work performed by FOYS, to the extent that the Licensee has benefited thereby.

Article 13. Final provisions

13.1 The Agreement is governed by Dutch law.

13.2 The Parties shall also enter into a Data Processing Agreement in accordance with the GDPR. The Data Processing Agreement shall serve as an annex and form an integral part of this Agreement. In the event of any conflict between a provision of this Agreement and a provision of the Data Processing Agreement, the latter shall prevail.

13.3 All disputes between the parties arising out of or in connection with the Agreement shall be submitted to the Amsterdam District Court.

FOYS Padel - Data Processing Agreement

LICENSEE, as stipulated in the License Agreement,

and

FOYS, as stipulated in the License Agreement,

hereinafter individually referred to as the "Party" and collectively as the "Parties."

IN CONSIDERATION THAT:

FOYS has developed the FOYS Padel application (the 'Product') for padel organizations with the aim of managing the (financial) administration, court booking, supporting the padel organization and communicating with all stakeholders.
The Licensee wishes to use the Product, and the Parties have entered into a license agreement ('Agreement') for this purpose. This Data Processing Agreement is an integral part of the Agreement.
The use of the Product involves the processing of personal data, for which the Licensee is the 'controller' within the meaning of the General Data Protection Regulation ('GDPR').
FOYS processes the relevant Personal Data on behalf of the Licensee for the purpose of performing the Agreement and not for its own purposes. In this context, FOYS is to be considered a 'processor' within the meaning of the GDPR.
The Parties, through this Data Processing Agreement, wish to document the arrangements regarding the processing of personal data in the context of using the Product.

AGREE TO THE FOLLOWING:

Article 1. Definitions and Subject of the Agreement

1.1 Terms such as 'processing,' 'personal data,' 'data subject,' 'processor,' 'data controller,' and 'data breach' have the meanings ascribed to them in the General Data Protection Regulation ('GDPR').

1.2 The subject of this agreement is to make arrangements regarding the processing of personal data as referred to in Article 28(3) of the GDPR. This agreement shall hereinafter be referred to as the 'Data Processing Agreement,' in the terminology of the GDPR.

Article 2. Confidentiality

2.1 Each party shall take all reasonably necessary measures to ensure the confidentiality of confidential information to the extent necessary in connection with the execution of the Agreement.

2.2 FOYS ensures that access to the processing of personal data of the Licensee is organized on a need-to-know basis, and that only staff assigned to perform the agreed-upon tasks or services have access to the processing of personal data.

Article 3. Processing of personal data

3.1 FOYS will, in the context of the performance of the agreed-upon activities and services, process personal data on behalf and at the instruction of the Licensee. FOYS is not permitted to process the personal data obtained from the Licensee for its own purposes, other than as agreed, and/or disclose it to third parties.

3.2 The personal data is only accessible to FOYS and its employees and, except as stated in this Data Processing Agreement, is not disclosed to third parties unless FOYS is obligated to do so by law or a judicial decision.

3.3 FOYS processes Personal Data on behalf of the Licensee, during the term of the Agreement, for the benefit of the Licensee and to comply with any legal obligations. An overview of the categories of Personal Data and the purposes for which the Personal Data is processed is included in Annex A.

3.4 The parties shall ensure compliance with the applicable laws and regulations, including, but not limited to, laws and regulations regarding the protection of personal data, such as the GDPR.

Article 4. Technical and organizational measures

4.1 FOYS implements appropriate technical and organizational measures for the processing of personal data within its services to secure personal data against loss or any form of unlawful processing. These measures ensure, taking into account the state of the art and the costs of implementation, an appropriate level of security considering the risks involved in the processing and the nature of the data to be protected. The measures are also aimed at preventing unnecessary collection and further processing of personal data. These measures are included in Annex B.

4.2 Licensee implements appropriate technical and organizational measures for the part for which it is responsible to secure personal data against loss or any form of unlawful processing. These measures ensure, taking into account the state of the art and the costs of implementation, an appropriate level of security considering the risks involved in the processing and the nature of the data to be protected. The measures are also aimed at preventing unnecessary collection and further processing of personal data. This includes, for example: (i) business processes that comply with relevant legislation regarding the processing of personal data; (ii) authorization models where staff without relevance to certain data do not have access to that data; (iii) workstation security; (iv) an adequate password policy. Licensee must also ensure that it has an adequate policy regarding the use of (private) internet and email in the workplace, specifying that personal data may be logged when using applications.

Article 5. Third parties and sub-processors

5.1 FOYS will impose on any third party it engages the same or stricter obligations as those arising from this Data Processing Agreement and the law, and will ensure compliance with these obligations by the third party(‘s).

5.2 FOYS remains fully liable to the Licensee for the consequences of outsourcing tasks to a third party.

5.3 FOYS is not allowed to transfer personal data to a country outside the EU/EEA without explicit written consent from the Licensee.

Article 6. Data breaches and rights of data subjects

6.1 If FOYS suspects or becomes aware that the personal data of the Licensee has been compromised (security breach or a data breach), FOYS shall immediately, in any case within twenty-four (24) hours, inform the Licensee. Following this, the Licensee assesses whether they will inform the data subjects and/or report the incident to the supervisory authority designated by law. The Licensee is and remains responsible for any legal obligation to do so. Nevertheless, FOYS provides assistance as necessary to comply with the legal obligations incumbent upon it.

6.2 Licensee is the primary point of contact for data subjects regarding the exercise of their rights. Licensee will also communicate this to the data subjects. However, in the event that a data subject addresses a request for access, correction, or deletion to FOYS, or wishes to exercise any other right to which they are entitled, FOYS will forward the request to Licensee, and Licensee will further process the request. FOYS informs the data subject accordingly. To the extent not in violation of any legal provision, FOYS will cooperate with Licensee in the handling and processing of the request.

6.3 Taking into account the nature of the processing, FOYS will, through appropriate technical and organizational measures to the extent possible, assist Licensee in fulfilling its obligation to respond to requests for the exercise of the data subject's rights established in Chapter III of the GDPR.

Article 7. Other provisions

7.1 This Data Processing Agreement terminates upon the termination of the Agreement.

7.2 This Data Processing Agreement serves as an annex to the Agreement, meaning that the provisions of the Agreement also apply to this Data Processing Agreement. In the event of a conflict between a provision in the Agreement and what is stipulated in this Data Processing Agreement, the provisions of this Data Processing Agreement shall prevail.

7.3 This Data Processing Agreement is governed by Dutch law.

Annex A. Personal data and retention periods

Personal data
FOYS processes personal data on behalf of the Licensee that are relevant for the service. If additional personal data are processed, this is confirmed by the Licensee. It concerns not only the personal data that the Licensee directly provides to FOYS but also personal data of users of the Product within the organization of the Licensee.

Examples of personal data processed with the use of the Product:

Category of data subjects	Personal data
Licensee	Name and authorized signatory function
Users	Username and password
Users of the Product within the organization of the Licensee	Unique ID Organization/Club (Membership) Number Initials, First Name, Last Name Gender Date of birth Address details: street, house number, postal code, city, country Phone number Email address Interest Educations and licenses Positions Voluntary services Court reservations

Other than the above-mentioned personal data, FOYS will only process additional personal data after receiving instructions from the Licensee.

Access

The Licensee, Administrators, and Users have access to the user's personal data through a unique username and password for the successful implementation and execution of the Product. FOYS only has access to this data for the purpose of resolving a malfunction or other issue with the Product. FOYS also processes personal data to improve the Product and uses it for its business objectives, always ensuring aggregated, non-individualized reports.

Retention periods

FOYS does not retain personal data longer than necessary for the purpose for which it was provided or as required by law. The Licensee is responsible for determining the retention period for member data.

Annex B. Security measures

The security measures referred to in Article 4.1 include at least:

1. Access to the Product backend containing (personal) data is only possible with a unique username and password, and 2-factor authentication;

2. Passwords are hashed with salting (encrypted) storage;

3. Secured communication with the server (HTTPS / TLS 1.2);

4. Access to the administrative environment where the data is stored is restricted to authorized personnel.