Terms and Conditions — Clubware
Effective: 5 November 2025, 7:00 pm NZDT
Website: clubware.app/terms
Privacy: clubware.app/privacy
Contact: contact@clubware.app
1. Acceptance and Scope
1.1 These Terms govern access to and use of the Clubware platform, websites, and related services (the "Platform").
1.2 These Terms apply to: Clubs, coaches, owners, staff, administrators, and other personnel who create or manage a tenant/connected account on the Platform ("Clubs"); and individuals who interact with Clubs through the Platform (such as club members, parents/guardians) ("Members").
1.3 By creating an account, accessing, or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.
1.4 We may update these Terms at any time. Continued use of the Platform after updates become effective constitutes acceptance of the updated Terms. We may, but are not obligated to, notify you of updates.
2. Key Definitions
- "Club" means the organization (and its personnel) that uses the Platform to run its activities, manage members, and process payments.
- "Member" means a person who interacts with a Club via the Platform (e.g., joins a Club, signs a Club agreement, stores a payment card, pays fees).
- "Connected Account" means the Club’s Stripe account connected to Clubware via Stripe Connect.
- "Platform Fee" means the fee charged by Clubware on each successful Member payment processed via the Platform, currently 10% per successful charge, which includes integrated payment processing costs (presently 2.7% + NZD 0.30) within that 10%. Taxes, currency conversion, dispute/chargeback fees, and other third‑party costs may be additional.
- "Subprocessors" means third parties used to provide the Platform (including Stripe, Cloudflare, Koyeb, OneSignal, Sentry, Resend).
3. Relationship of the Parties
3.1 Clubware is a software platform provider. Clubs are the merchants-of-record for Member payments, services, pricing, policies, refunds, chargebacks, and compliance with applicable laws.
3.2 Member agreements are between the Club and the Member. Clubware is not a party to Club–Member agreements and does not control Club policies, pricing, or service delivery.
3.3 Nothing in these Terms creates an agency, partnership, or employment relationship between Clubware and Clubs. Clubs act on their own behalf.
Section A — Additional Terms for Clubs
4. Accounts, Access, and Responsibilities
4.1 Clubs must: (a) provide accurate account information, (b) maintain security of login credentials, (c) restrict access to authorized personnel, and (d) promptly notify Clubware of suspected compromise.
4.2 Clubs are solely responsible for: (i) their Club agreements, policies, pricing, and schedules, (ii) content and data entered into the Platform, (iii) Member communications and consents, and (iv) compliance with all applicable laws (including privacy, consumer, employment, health and safety, and anti-spam laws).
5. Payments; Platform Fee; No Refunds by Clubware
5.1 Payment Processing. Member payments are processed via the Club’s Connected Account on Stripe. Clubware collects its Platform Fee through Stripe Connect as an application/platform fee at the time of each successful charge.
5.2 Platform Fee. The Platform Fee is currently 10% per successful charge and includes integrated payment processing costs (presently 2.7% + NZD 0.30) within that 10%. Clubware may change fees at any time with effect for future transactions.
5.3 Additional Costs. Stripe or other providers may charge chargeback/dispute fees, international/currency conversion fees, payout fees, or other third‑party costs. Clubs are responsible for such costs.
5.4 Taxes. Fees are exclusive of taxes and duties. Where any tax (including GST, if applicable) applies, it may be added and charged in addition to the fee. Clubs are responsible for their own tax obligations related to their sales to Members.
5.5 No Refunds by Clubware. Clubware does not issue refunds of Platform Fees or any other amounts. Any refunds for Member payments are the Club’s sole responsibility through its Connected Account, subject to the Club’s policies and applicable law.
5.6 Chargebacks and Disputes. Chargebacks/disputes are between the Member and the Club’s Connected Account. Clubs are responsible for responding to disputes and for any financial outcomes or fees.
6. Cancellation and Termination (Clubs)
6.1 Club‑Initiated Cancellation. Clubs may cancel their Platform account with at least 30 days’ written notice to contact@clubware.app. During the notice period, Platform Fees continue to apply to any transactions processed.
6.2 Suspension/Termination by Clubware. Clubware may suspend or terminate access immediately for any reason, including (without limitation) illegal activity, policy violations, non‑payment, platform abuse, risk, or to comply with law.
6.3 Effect of Termination. Access ceases at termination. Sections that by their nature should survive (including fees accrued, indemnities, disclaimers, limitations of liability, IP, data handling, and dispute resolution) will survive.
7. Data Protection; Roles; Consents
7.1 Roles. For Member data processed on behalf of a Club, the Club is the data controller and Clubware is a processor/service provider. For Clubware’s own account, billing, security, and service data, Clubware is the controller.
7.2 Lawful Basis and Consents. Clubs must obtain and document all consents and lawful bases required to collect, store, and process Member personal information, including payment card storage, phone numbers, email addresses, and other personal data.
7.3 Subprocessors. Clubware may use Subprocessors (including Stripe, Cloudflare, Koyeb, OneSignal, Sentry, Resend) and may change them from time to time.
7.4 Security. Clubware implements reasonable technical and organizational measures, but no method is 100% secure. Clubs remain responsible for secure inputs, role permissions, and endpoint/device security within their organization.
7.5 Data Export/Deletion. Upon termination, Clubs may request a data export within 30 days. Clubware may, at its discretion, provide an export; Clubware is not obligated to do so. Clubware may delete or anonymize data after a commercially reasonable period, subject to legal retention obligations.
7.6 Privacy Policy. Use of the Platform is subject to clubware.app/privacy.
8. Acceptable Use (Clubs)
8.1 Prohibited Uses include: illegal content or activity; fraud or deceptive practices; IP infringement; harassment or hate; child exploitation; spam; malware or security violations; platform abuse; high‑risk uses barred by Subprocessors (including prohibited businesses under Stripe policy and abuse of messaging via OneSignal/Resend); or any activity that would cause Clubware or its Subprocessors to violate law or their service terms.
8.2 Compliance. Clubs must comply with the Unsolicited Electronic Messages Act 2007 for messaging Members and maintain valid consent records.
9. Intellectual Property; Feedback; Publicity
9.1 Ownership. Clubware owns all rights, title, and interest in and to the Platform, its code, websites, designs, documentation, and related IP.
9.2 Club Content. Clubs own their Club content, agreements, and data. Clubs grant Clubware a worldwide, non‑exclusive, royalty‑free license to host, store, reproduce, process, and transmit such content and data solely to operate, maintain, secure, and improve the Platform.
9.3 Feedback. If Clubs provide feedback or suggestions, Clubware may use them without restriction or compensation.
9.4 Marketing/Attribution. Clubware may use Club names, logos, non‑personal statistics, and anonymized or aggregated data for marketing, product, and reference purposes. Clubs may opt out of logo usage by written notice; this does not limit Clubware’s use of anonymized or aggregated data.
10. Disclaimers; Warranties; Support; Availability
10.1 AS IS. The Platform is provided “as is” and “as available” without warranties of any kind, express or implied.
10.2 No SLA. No uptime or response-time commitments apply.
10.3 Support. Email support is available 365 days/year with a target response time of 3 days. Phone support is available Mon–Fri 10:00–18:00 NZT/NZDT.
10.4 Third‑Party Services. The Platform depends on third‑party services (including Stripe, Cloudflare, Koyeb, OneSignal, Sentry, Resend). Clubware is not responsible for third‑party failures, changes, or limitations.
11. Liability and Indemnity (Clubs)
11.1 NZ Consumer Law. Nothing in these Terms limits non‑excludable rights under New Zealand law. However, to the maximum extent permitted by law, where the Platform is acquired for business purposes, the Consumer Guarantees Act 1993 does not apply.
11.2 Limitation of Liability. To the maximum extent permitted by law, Clubware’s aggregate liability to a Club for all claims arising out of or relating to the Platform or these Terms is limited to the total Platform Fees paid by that Club in the calendar month immediately preceding the event giving rise to liability. Clubware is not liable for indirect, consequential, special, exemplary, or punitive damages, loss of profits or revenue, loss of data, or business interruption.
11.3 Indemnity. Clubs will defend, indemnify, and hold harmless Clubware, its affiliates, and personnel against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Club’s services, operations, or Member interactions; (b) Club content, pricing, or policies; (c) alleged violations of law; (d) use of the Platform in breach of these Terms; or (e) disputes between the Club and any Member.
Section B — Additional Terms for Members
12. Club Services; No Clubware Responsibility for Club Policies or Refunds
12.1 The Club (not Clubware) provides the classes, sessions, activities, schedules, pricing, policies, and customer service.
12.2 Payments you make are processed to the Club’s Connected Account. Refunds, cancellations, and service adjustments are governed by your Club’s policies and applicable law; contact your Club directly.
12.3 Clubware is not a party to your agreement with the Club and is not responsible for the Club’s acts, omissions, policies, or pricing.
13. Your Use of the Platform
13.1 You must provide accurate information and keep your account secure.
13.2 Prohibited conduct includes illegal activity; fraud; harassment; IP infringement; spam; security abuse; and any activity that would cause Clubware or its Subprocessors to violate law or their terms.
13.3 If you are under 18, a parent or legal guardian must consent to your use of the Platform and any Club agreement.
14. Electronic Records and Signatures
14.1 You consent to electronic records and electronic signatures under the Electronic Transactions Act 2002.
14.2 You consent to the storage and use of your electronic signature and records for the purpose of your Club agreements and Platform interactions.
15. Privacy; Data; Messages
15.1 The Club is responsible for collecting, using, and sharing your information in relation to its services. Clubware processes personal information to operate the Platform as described in clubware.app/privacy.
15.2 You can request data or changes from your Club. Some requests may need to be directed to the Club as data controller.
15.3 Messaging from Clubs may be subject to the Unsolicited Electronic Messages Act 2007. You may adjust your preferences with your Club or as made available in the Platform.
Section C — General Terms (Apply to Everyone)
16. Intellectual Property
16.1 Clubware owns the Platform and all related IP. Users receive a limited, revocable, non‑exclusive, non‑transferable right to access and use the Platform for its intended purpose, subject to these Terms.
16.2 Users may not reverse engineer, decompile, or attempt to access source code; may not circumvent security; and may not remove or alter proprietary notices.
17. Service Changes and Deprecations
17.1 We may change, discontinue, or deprecate features at any time. Where reasonable, we will avoid breaking changes without transition paths, but we are not obligated to maintain any particular feature or integration.
18. Suspension and Termination
18.1 We may suspend or terminate access for violation of these Terms, risk, legal compliance, or platform integrity.
18.2 We may remove or disable content that violates law or these Terms, or that exposes Clubware or its Subprocessors to risk.
19. Governing Law; Dispute Resolution
19.1 These Terms are governed by the laws of New Zealand.
19.2 If a dispute arises, the parties will first discuss in good faith. If unresolved within 30 days, either party may refer the matter to mediation in Auckland under AMINZ mediation rules. If mediation does not resolve the dispute, the parties may bring proceedings in the courts of New Zealand (venue: Auckland).
19.3 Nothing prevents either party from seeking urgent injunctive or equitable relief.
20. General
20.1 Entire Agreement. These Terms constitute the entire agreement between you and Clubware regarding the Platform and supersede prior or contemporaneous understandings relating to the Platform.
20.2 Severability. If any provision is held invalid, the remainder remains in effect.
20.3 Assignment. Clubware may assign or transfer these Terms. You may not assign without Clubware’s prior written consent.
20.4 Notices. We may provide notices by posting on the Platform, via email to your latest email, or other reasonable means.
20.5 No Waiver. Failure to enforce a provision is not a waiver.
20.6 Language. These Terms are in English.
21. Contact
Questions about these Terms: contact@clubware.app