SkiCoach Service Terms and Conditions

2. Subject matter and licence

2.1 The Provider grants the Club, for the duration of the contract, a non-exclusive and non-transferable right to access and use the Service for the management of its own sporting activity, within the limits of the plan and of the optional modules subscribed (e.g. finance, transport, video/AI analysis). 2.2 The Service is provided "as-is" in the version available from time to time; the Provider may improve and modify it, without materially reducing its essential features during the paid period. 2.3 Territorial scope. The Service is offered to clubs established in Italy. Supply to clubs established in other countries is agreed in writing and may entail such adaptations of these Terms as the law of the country concerned requires.

2.4 Experimental features. The Provider may make available features identified as experimental or *beta*. Such features are offered "as-is", may be modified or withdrawn at any time without this constituting a material reduction of essential features under §2.2, and are excluded from the provisions of §6.1 on continuity and termination for unavailability. Their use is optional and clearly signposted within the Service. The Provider's obligations regarding personal data protection (DPA), confidentiality (§9) and security remain fully applicable to experimental features.

3. Accounts and Club obligations

3.1 The Club is responsible for the accuracy of the data entered, for safeguarding its administrators' credentials, and for the use of the Service by its End Users. 3.2 Club privacy obligations (essential). The Club, as controller of its End Users' data:

(a) warrants that it has an appropriate legal basis for all data entered and, for data belonging to the special categories referred to in Article 9 GDPR — in particular health data (injuries, medical certificates) — a valid condition for processing under Article 9(2) GDPR, which as a rule is the explicit consent of the holder of parental responsibility; for photographs and video of underage athletes it warrants the consent of the holder of parental responsibility, as well as consents to the publication of images pursuant to Articles 96-97 of Law 633/1941 where applicable;

(b) provides data subjects with its own privacy notice pursuant to Articles 13 and 14 GDPR, complete with the information concerning the Club as controller (identity and contact details, purposes, legal bases, retention periods, data protection officer if any). The notice prepared by the Provider describes how the Service operates and supplements the Club's notice without replacing it; the Provider makes an adaptable template available to the Club;

(c) undertakes to use the video analysis features exclusively for technical and sporting analysis purposes.

The Club shall indemnify the Provider against third-party claims arising from breach of this article. 3.3 Permitted use. It is prohibited to: use the Service for unlawful purposes or purposes unrelated to sporting activity; upload unlawful, defamatory content or content infringing third-party rights; attempt to access other clubs' data; resell the Service; carry out scraping or reverse engineering, save as mandatorily permitted by law. 3.4 Account security. Accounts are personal and non-transferable. The Club, including through its End Users: (a) safeguards credentials and does not share them, not even within the Club; (b) accesses the Service from devices protected by a screen lock and, on shared or third-party devices, logs out when finished — logging out erases the data stored on the device for offline use; (c) avoids automatic saving of credentials on shared devices; (d) notifies hello@skicoach.it without delay of any suspected unauthorised access or account compromise. On receiving such notice, the Provider promptly revokes the active sessions of the account concerned. The Club is liable for activity carried out through its accounts up to the time of that notice, unless the unauthorised access is attributable to the Provider.

3.5 Suspension for breach or risk. The Provider may restrict or suspend access to the Service, in whole or in part, in the following cases.

(a) Urgent action. Where there is a concrete threat to the security of the Service or of the data, a use exposing the Provider to liability towards third parties or authorities, or reasonable grounds to believe that data is being processed in breach of data protection law, the Provider may act without prior notice, notifying the Club without delay and stating the reasons.

(b) Remediable breaches. In any other case of breach of §§3.2 or 3.3, the Provider shall notify the breach in writing and allow a period of no less than 15 days to remedy it; suspension may be imposed only once that period has expired without remedy.

(c) Proportionality. Suspension is limited to the accounts, features or content concerned; suspension of the entire Service is imposed only where necessary to remove the cause. The Provider may also apply *rate limiting* to protect the stability of the Service.

(d) Data. Suspension does not entail deletion: Club Data remains stored and the Club retains at all times the right to export it under §5.2. Once the cause is removed, access is restored at no charge.

Suspension gives rise to no indemnity where the cause is attributable to the Club; where it proves unfounded, the Club is entitled to a pro-rata refund of the fee for the period of unavailability.

4. Fees

4.1 Fees, plans and limits (number of athletes, storage space, modules) are set out in the order form. Unless otherwise agreed, payment is annual in advance, within 30 days of invoice. 4.2 In the event of non-payment the Provider may, following a reminder with 15 days' notice, suspend access for the Club's staff until the position is regularised. Data is not deleted during suspension. 4.3 Price changes take effect only from the following renewal, with at least 60 days' notice.

4.4 Exceeding plan limits. Storage and user limits are set out in the order form and can be consulted at any time by the Club in the administration panel. On reaching the storage limit the Service prevents new uploads; data already present remains accessible, usable and exportable and is never deleted as a result of the limit being reached. The Club may free up space or request an upgrade of the plan, with immediate effect and a fee proportionate to the remaining period. The Provider endeavours to notify the Club as the limit approaches.

5. Term, termination, exit

5.1 The contract has a term of 12 months and renews for equal periods unless either party gives 60 days' notice. 5.2 Export and portability (Reg. (EU) 2023/2854 — Data Act). The Club may at any time, and in any event on termination, obtain a complete export of Club Data in a structured, machine-readable format (JSON/CSV, plus media files). Switching to another provider is supported with no exit charges; the Provider acts on the switching request within the statutory time limits (maximum 2 months' notice and completion within the Data Act deadlines). 5.3 On termination, the Provider returns and subsequently deletes Club Data in accordance with the DPA (deletion within 60 days of termination, save for legal obligations).

6. Service levels and support

6.1 The Provider supplies the Service with the professional diligence required and endeavours to ensure its continuity, without however committing to a guaranteed availability percentage. No automatic indemnities are provided.

Scheduled maintenance. Scheduled work is normally carried out outside peak usage hours, notified at least 2 days in advance and kept within a reasonable duration; the Provider endeavours to keep it within a total of 8 hours per month. Urgent security work may be carried out without prior notice, with subsequent notification. Scheduled maintenance does not count towards the period referred to in the following paragraph; maintenance exceeding the limits set out here does count.

Termination for unavailability. In the event of serious and prolonged unavailability (exceeding 5 consecutive days) not due to force majeure under §11, the Club may terminate with a pro-rata refund of the fee.

6.2 Support is provided through the integrated ticketing system or by e-mail to hello@skicoach.it, on business days, with acknowledgement within 2 business days. *Acknowledgement* means a response to the ticket setting out the action envisaged: no guaranteed resolution time is provided, as this depends on the nature of the problem. The Provider gives priority to tickets affecting the availability of the Service or the security of data. 6.3 Backups: the Provider performs periodic database backups for emergency restoration purposes. Backups do not replace the export referred to in §5.2.

7. Intellectual property and data

7.1 The Service, the software and the trade marks remain the property of the Provider. Club Data remains the property of the Club and of the data subjects. 7.2 The Provider processes Club Data exclusively in order to supply the Service, in accordance with the DPA, and does not use it for its own purposes or to train artificial intelligence models. 7.3 The Provider may use aggregated and anonymous data (not attributable to individuals or to the Club) for statistical purposes, as well as Service usage statistics by club and by role — free of personal identifiers, cookies and third parties — for the sole purpose of improving the Service, as described in the privacy notice. 7.4 Commercial references — Club name and logo. The Club grants the Provider a non-exclusive, royalty-free licence, revocable at any time, to use its name and logo for the sole purpose of identifying the Club among the customers of the Service, in presentations and commercial materials and on the skicoach.it website; the logo is reproduced in the form supplied by the Club, without alteration and without associations that could be detrimental to it. The licence: (a) does not permit statements, opinions, performance figures or testimonials to be attributed to the Club — any quotation, case study or press release reporting words or figures attributable to the Club requires its prior written approval. The same prior approval is required for the inclusion of the Club in applications for public tenders, competitions or funding, even where the Club appears there merely in the customer list; (b) does not in any way cover images, video, names or other data of athletes, staff or families, whose promotional use remains excluded save for the separate consents of the data subjects referred to in §3.2 and in Articles 96-97 of Law 633/1941, which the Provider neither collects nor presumes; (c) ceases upon simple written notice from the Club to hello@skicoach.it, with no need to give reasons, and the Provider removes the name and logo from digital materials within 30 days, it being understood that it is not required to withdraw materials already printed or distributed. A Club that does not wish to grant this licence indicates this by ticking the relevant box in the order form; refusal has no effect whatsoever on the price, features or conditions of the Service. Reciprocally, the Club may state that it uses SkiCoach and reproduce its logo in communications addressed to its members and on its own channels, without alteration and without implying a partnership, sponsorship or endorsement by the Provider.

8. Warranties and liability

8.1 The Provider warrants professional diligence in supplying the Service, but does not warrant that it will be error-free or uninterrupted, nor its fitness for purposes other than those described. Automated processing (motion analysis, assisted search and the like) may contain errors or inaccuracies, does not constitute a certified measurement or a measuring instrument for legal purposes, and does not replace the assessment of the coach or of the healthcare professional, who remains solely responsible for technical decisions and for safeguarding the athlete's health. 8.2 To the maximum extent permitted by law, the Provider's aggregate liability for damages arising from the contract is limited to the fees paid by the Club in the 12 months preceding the event, excluding indirect damages (loss of profits, loss of opportunity) and loss of data that the Club could have avoided by using the export features referred to in §5.2. 8.3 The limitations in §8.2 do not apply in cases of wilful misconduct or gross negligence (Article 1229 of the Italian Civil Code), in cases of personal injury, or to the Provider's liability as processor within the mandatory limits of Article 82 GDPR. 8.4 The Club is responsible for the content uploaded and for the conduct of its End Users.

9. Confidentiality

Each party shall keep confidential the other's non-public information learned in the performance of the contract, for its duration and for 5 years thereafter. This obligation does not apply to information that has become public without fault of the receiving party, was already lawfully known to it or was independently developed by it, nor to disclosures required by law or by an order of a judicial or administrative authority; in the latter case the party required to disclose shall promptly notify the other, where permitted, and limit disclosure to what is strictly required.

10. Changes to the Terms

The Provider may update these Terms with at least 30 days' notice by in-app message or e-mail to the Club's administrators. Materially detrimental changes entitle the Club to terminate before they take effect, with a pro-rata refund for the unused period.

11. Force majeure

Neither party is liable for failure to perform due to events beyond its reasonable control (natural disasters, wars, official measures, extensive failures of the network or of infrastructure providers), subject to the duty to mitigate.

12. Governing law and jurisdiction

12.1 The contract is governed by Italian law. 12.2 The Court of Rovereto shall have exclusive jurisdiction over any dispute, without prejudice to any mandatory statutory jurisdiction.

13. Processing of personal data

The processing of personal data carried out by the Provider on behalf of the Club is governed by the DPA (Annex A), which the parties sign together with these Terms. The list of authorised sub-processors is set out in Annex A and is kept up to date at https://skicoach.it/subprocessori.

14. Final provisions

The invalidity of individual clauses does not affect the contract as a whole. Failure to exercise a right does not constitute a waiver. The contract (Terms + order form + DPA) constitutes the entire agreement between the parties.

Assignment of the contract. The Club may not assign the contract without the Provider's written consent. The Provider may assign the contract, giving the Club written notice of at least 30 days, solely: (a) to a company that controls it, is controlled by it or is under common control; or (b) in the context of a merger, demerger or transfer of the business or of the business division to which the Service relates. In both cases the assignee assumes all obligations, including the DPA, and data processing continues on the same terms. A Club that does not wish to continue with the assignee may terminate within 30 days of the notice, with a pro-rata refund of the fee and full assistance with data export under §5.2.

Form of communications. The communications provided for in these Terms and in the DPA — including notices, terminations, objections to sub-processors and revocations — may validly be made by e-mail (for the Provider: hello@skicoach.it; for the Club: the addresses of its administrators recorded in the Service) and satisfy any written-form requirement under the contract. Both parties remain free to use certified e-mail (PEC) or registered post. Each party is responsible for keeping its contact details up to date.