Baseliners HQ Subscription Terms

Version 1.1 · Dated 16/09/2026

Changes from version 1.0: clause 9.3 no longer refers to clause 9.4. No other wording has changed.

1. Who these terms are between

1.1 These terms are between Ability Software Limited, a company registered in Ireland with number 301521, whose registered office is at Highfield Avenue, Templerainey, Arklow, County Wicklow, trading as Baseliners HQ (the Supplier), and the club named in the Order Form (the Club).

1.2 The contract between the Supplier and the Club (the Agreement) is made up of:

(a) the Order Form signed by both parties;
(b) these Subscription Terms; and
(c) the Baseliners HQ Data Processing Agreement, Version 1.0 (the DPA).

1.3 If these documents conflict, the DPA takes priority on anything to do with personal data, then the Order Form, then these terms.

1.4 The Agreement is the whole agreement between the parties about the Service. Neither party is relying on any statement not written in it.

2. Definitions

Service means the Baseliners HQ club management platform at baselinershq.com, including the Club's public site, the member area, the club administration screens, email and push notifications, and online payments, in the modules listed in the Order Form.

Club Data means all information the Club, its administrators, members, coaches, guests or visitors put into the Service, including personal data, and the Club's own content such as text, images, documents and logos.

Administrator means a person the Club gives administration rights to in the Service.

Package means the subscription package named in the Order Form.

Subscription Year means each twelve-month period starting on the Start Date in the Order Form or on an anniversary of it.

Business Day means a day other than a Saturday, Sunday or public holiday in Ireland.

3. The Service

3.1 The Supplier will provide the Service to the Club for the Term, with reasonable skill and care.

3.2 The Supplier may improve, change or replace features of the Service. The Supplier will not remove a feature the Club is actively using, or materially reduce the Service, during a Subscription Year without giving at least 60 days' written notice. If a change materially reduces the Service, the Club may end the Agreement under clause 10.4.

3.3 The Supplier will use reasonable efforts to keep the Service available at all times, but does not promise uninterrupted or error-free operation. Planned updates are normally carried out outside the Club's busy hours and, where they are expected to make the Service unavailable, notified in advance where practical.

3.4 The Supplier will provide support by email at support@baselinershq.com, with the first-response target for the Package set out in the Order Form, measured in Business Day hours.

3.5 The Service depends on third-party services, including hosting, email delivery and payment processing. The Supplier is not responsible for failures of those services outside its reasonable control, but will work to restore the Service as quickly as reasonably possible.

4. Online payments

4.1 Where the Club takes payments from members or visitors through the Service, those payments are processed through the Club's own Stripe account. The Club enters into its own agreement with Stripe, and the Club is the seller of record for those payments.

4.2 The Supplier charges the transaction fee set out in the Order Form on each such payment. Stripe deducts it at the time of the payment. Where a payment is refunded in full through the Service, the transaction fee is also refunded.

4.3 Stripe's own fees are charged to the Club by Stripe under the Club's agreement with Stripe, and are separate from the Supplier's fees.

4.4 The Supplier never receives or stores card numbers. They are entered on Stripe's own payment pages.

5. Fees and payment

5.1 The Club will pay the annual subscription fee in the Order Form for each Subscription Year, in advance, within 30 days of the invoice date.

5.2 Fees are in euro and do not include VAT, which will be added at the applicable rate where it applies.

5.3 The Package allowances (such as member numbers, emails per month and storage) are a guide to the size of club the Package is intended for, not hard limits. If the Club is regularly above an allowance, the Supplier will tell the Club and agree any change of Package with it before charging more. The Supplier will not charge more during a Subscription Year without the Club's agreement.

5.4 The Supplier may change the fees for a following Subscription Year by giving at least 60 days' written notice before the end of the current Subscription Year. If the Club does not accept the change, it may end the Agreement at the end of the current Subscription Year by giving written notice before that date.

5.5 If an invoice is more than 30 days overdue, the Supplier may give written notice. If it is still unpaid 14 days after that notice, the Supplier may suspend access to the administration screens until it is paid. The Supplier will not suspend the Club's members' access to bookings already made, and will not delete or alter Club Data because of non-payment.

5.6 Fees already paid are not refundable, except as set out in clauses 10.4 and 10.5.

6. The Club's responsibilities

6.1 The Club will:

(a) decide who is an Administrator, give each Administrator only the permission areas they need, and remove access promptly when someone leaves their role;
(b) make sure every Administrator keeps their login details private and does not share an account;
(c) make sure it has a lawful basis for the personal data it puts into or collects through the Service, and tells its members and visitors how their data is used, as the data controller;
(d) take responsibility for the questions it adds to its membership application form and for other text it writes, and in particular decide whether to collect any health or other special-category information;
(e) keep its own records of Garda vetting and safeguarding decisions as its sporting body and the law require, using the Service as a tool for that and not as a substitute for the Club's own procedures;
(f) only send email through the Service to people it is entitled to contact; and
(g) tell the Supplier promptly if it becomes aware of any unauthorised access to its account.

6.2 The Club will not use the Service to store or send anything unlawful, defamatory or infringing, attempt to access another club's data, test or probe the security of the Service without the Supplier's written agreement, or place an unreasonable load on the Service.

6.3 The Club is responsible for the actions of its Administrators in the Service.

7. Club Data and intellectual property

7.1 The Club owns the Club Data. The Club gives the Supplier a licence to host, copy, display and process the Club Data only as needed to provide the Service and meet its obligations under the Agreement.

7.2 The Supplier owns the Service, its software, its design and all improvements to it, including improvements made following a suggestion from the Club. Nothing in the Agreement transfers any of these rights to the Club.

7.3 The Supplier may use anonymous, aggregated information about how the Service is used, which does not identify the Club or any person, to operate and improve the Service.

7.4 The Supplier may name the Club as a customer, and show the Club's name and logo for that purpose, only with the Club's prior written agreement. The Club may withdraw that agreement at any time.

8. Data protection and confidentiality

8.1 For personal data about the Club's members, coaches, guests and visitors, the Club is the controller and the Supplier is the processor. The DPA sets out the terms on which the Supplier processes that data, and forms part of the Agreement.

8.2 The Supplier is the controller of the login account a person uses across all clubs on the Service, and of information about people who contact the Supplier about buying the Service. That data is covered by the Baseliners HQ privacy notice.

8.3 Each party will keep the other's confidential information confidential, and use it only for the purposes of the Agreement. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law. This clause continues for three years after the Agreement ends.

9. Liability

9.1 Nothing in the Agreement limits either party's liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited under Irish law.

9.2 Subject to clause 9.1, neither party is liable to the other for loss of profit, revenue, goodwill or anticipated savings, or for any indirect or consequential loss.

9.3 Subject to clause 9.1, each party's total liability to the other under or in connection with the Agreement in any Subscription Year is limited to the fees paid and payable by the Club for that Subscription Year.

9.4 The Supplier is not liable for any failure or delay caused by events outside its reasonable control, including failures of third-party hosting, email or payment services, provided it takes reasonable steps to limit the effect.

10. Term and ending the Agreement

10.1 The Agreement starts on the Start Date in the Order Form and runs for the Initial Term in the Order Form. It then renews automatically for further Subscription Years unless either party gives written notice at least 60 days before the end of the current Subscription Year (together, the Term).

10.2 The Supplier will remind the Club of the renewal and the fee for the following Subscription Year at least 90 days before the end of each Subscription Year.

10.3 Either party may end the Agreement immediately by written notice if the other party commits a material breach that cannot be remedied, or does not remedy a material breach within 30 days of written notice, or becomes insolvent or ceases to operate.

10.4 The Club may end the Agreement by written notice within 30 days of receiving notice of a change under clause 3.2 that materially reduces the Service. The Supplier will then refund the fees paid for the unused part of the Subscription Year.

10.5 If the Supplier decides to stop offering the Service, it will give the Club at least 90 days' written notice, refund the fees paid for the unused part of the Subscription Year, and follow clause 11.

11. When the Agreement ends

11.1 For 60 days after the Agreement ends, the Supplier will keep the Club's account in a read-only state so that an Administrator can export Club Data, and on request will provide the Club's member, membership, booking and payment records in a commonly used machine-readable format such as CSV.

11.2 After that period, the Supplier will delete the Club Data or irreversibly anonymise it so that it is no longer personal data, as set out in the DPA, except where the law requires the Supplier to keep it.

11.3 Clauses 7, 8.3, 9, 11 and 12 continue after the Agreement ends.

12. General

12.1 Notices. Notices under the Agreement must be in writing and sent by email to the address in the Order Form (or another address a party gives for that purpose). A notice sent on a Business Day before 5pm Irish time is received that day, and otherwise on the next Business Day.

12.2 Changes to these terms. The Supplier may publish new versions of these terms and the DPA. A new version applies to the Club only from the start of the Club's next Subscription Year after at least 60 days' notice, or earlier if the Club agrees in writing. A change required by law may take effect sooner if the law requires it.

12.3 Assignment. Neither party may transfer the Agreement without the other's written agreement, which will not be unreasonably withheld. The Supplier may transfer it to a company it controls, or to a buyer of the Service, on written notice, provided the buyer takes on all of the Supplier's obligations.

12.4 Waiver and severance. A delay in enforcing a right does not waive it. If a court finds part of the Agreement unenforceable, the rest continues.

12.5 Third parties. No one other than the Supplier and the Club has rights under the Agreement.

12.6 Governing law. The Agreement is governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction. Before starting proceedings, each party will first try in good faith to resolve a dispute by discussion between the Club's chairperson (or someone they nominate) and the Supplier.