Mokuso Platform: Standard terms for clubs

The Mokuso platform (Mokuso) is a self-service platform provided by Nexteam Limited (Nexteam) to combat sports clubs (clubs). This document sets out the terms on which Nexteam will provide Mokuso to a club (Client). Nexteam Limited is a company registered in England and Wales with company number 11698058 and registered office at 20-22 Wenlock Road, London, N1 7GU.

1. THE AGREEMENT BETWEEN NEXTEAM AND THE CLIENT

The Client may register their club on Mokuso via the Mokuso website at: mokuso.cloud . The contract between Nexteam and the Client for providing its Mokuso services (the Agreement) comprises the registration information and these standard terms (including additional terms incorporated by reference). The Agreement will come into effect once the Client accepts Nexteam's offer to provide Mokuso services by registering its club on Mokuso.

2. SUPPLY OF SERVICES

Nexteam will provide the Client with access to and use of a management console and student app within Mokuso (Services) in accordance with the Service Description referenced during the registration process.
The Services will commence upon registration of the club on Mokuso. Nexteam may immediately terminate the Services if the Client does not verify its email address within 48 hours following registration. Otherwise, the Services will continue unless and until terminated by either party giving to the other party at least 30 (thirty) days' advance notice of termination (or in accordance with the termination provisions of clause 8).
The standard Services only include support and configuration for Mokuso to the extent specified in the Service Description . Additional support, development or training services may be added to the Services if agreed in writing between the parties, and subject to such additional terms (including payment terms) as may be so agreed.
Nexteam will provide the Services using reasonable skill and care, and in accordance with good industry practice.

3. USER ACCOUNTS

Admin users: The Client may set up admin user accounts for individual senseis or staff members to access the management console to manage particular memberships or classes on behalf of the Client. The Client's admin (owner) user may also access the management console to manage the Client's Mokuso registration. Any use of the management console using an admin user's login details (other than by Nexteam's service administrators) will be the Client's responsibility. The Client must promptly inform Nexteam if an admin user ceases to work for the Client, so that their account can be disabled.
Student users: A member or student (or prospective member or student) of the Client may also set up a student user account using the student app to manage their membership at the Client. The Client agrees only to provide the URL to set up student user accounts to members and students (or prospective members or students) of the Client.
The Client acknowledges that arrangements for club memberships, classes and fees are made directly between student users and the Client.

4. SERVICE FEES AND PAYMENT

The Client will pay Nexteam the usage-based fees specified in the Service Description for provision of the Services (Service Fees) and any additional fees which may be agreed for non-standard Services. The Service Fees are due monthly in arrears of the Services.
In addition to the Service Fees, the Client will reimburse Nexteam for any additional expenses and costs which may be agreed between the parties.
Nexteam will issue an invoice for each payment due, and the Client will settle such invoice within 30 days. All payments should be made in pounds sterling by electronic transfer to Nexteam's UK bank account as specified on the invoice.
The Service Description may provide for the payment to the Client of referral fees should another club register with Mokuso as a result of a direct referral from the Client. Any referral fees payable may be deducted from the Service Fees or invoiced separately by the Client.
Unless otherwise expressly stated, Service Fees and expenses are exclusive of VAT, and the Client is responsible for paying applicable VAT in addition to Service Fees and expenses.
Nexteam may increase or change the basis for calculation of its Service Fees by giving notice to the Client at least two calendar months prior to the increase. If the Client does not agree to the increase or change, it may terminate the relevant Services in accordance with clause 2.2.
Interest may be charged on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5. INTELLECTUAL PROPERTY

Intellectual property in the Client's content which: (a) the Client or its users input or upload into the management console or a user account; and/or (b) the Client otherwise provides to Nexteam for the purpose of the Services (together, the Client Materials), belongs to the Client or its licensors. The Client grants to Nexteam a non-exclusive licence to use the Client Materials to provide the Services, and to conduct data analysis in accordance with clause 7.4.
Intellectual property (including copyright, know-how and Nexteam's trade marks) in Mokuso and other software and materials which Nexteam provides to or creates for the Client as part of the Services (Nexteam Materials) belongs to Nexteam or its licensors.
Subject to payment of the Service Fees, Nexteam grants the Client a non-exclusive licence to use the Nexteam Materials to the extent required to receive the intended benefit of the Services.

6. CLIENT OBLIGATIONS

The Client warrants that it is entering into the Agreement to receive Services in the course of its business as a combat sports club.
The Client shall promptly provide Nexteam with information which Nexteam reasonably requests in order to perform the Services (including information required for registering the Client on Mokuso, and for managing user accounts), and the Client acknowledges that any delay or failure in providing such information may affect the timing or performance of the Services.
The Client is responsible for making arrangements and payments necessary to access and use the management console and its user accounts, including network and Internet connections, and any additional software (such as internet browsers), hardware and equipment required.
The Client is responsible for the accuracy and quality of the Client Materials, and for ensuring that its use of the Services (including its processing of Client Materials, admin user data and student user data), meets its organisational requirements and complies with all applicable legal and regulatory requirements, including: (a) data protection and privacy laws (without prejudice to clause 7.3); (b) equality and discrimination laws; (c) intellectual property laws; and (d) any industry requirements applicable to combat sports clubs.
The Client shall, and shall procure that each admin user and student user shall, comply with the acceptable use rules within clause 2 of the Mokuso platform user terms available at https://mokuso.cloud/terms/acceptable-use-rules (Acceptable Use Rules)
The Client shall promptly inform Nexteam if it becomes aware of any misuse of Mokuso or the Services (including any breach of the Acceptable Use Rules).
The Client shall indemnify Nexteam against any losses, expenses or liability which it suffers as a result of the Client’s breach of its obligations under clause 6.5.

7. CONFIDENTIALITY, DATA PROTECTION, SECURITY AND ANTI-BRIBERY

Each party agrees to take reasonable steps to ensure that all information of a confidential nature provided by the other party under or in relation to the Agreement is kept confidential. This does not restrict either party sharing information to the extent required by law.
As part of Nexteam's performance of the Services, it (and its service providers) will store and process personal data of users as a processor on behalf of the Client, the controller. The Data Processing Terms in the Appendix to these terms apply to such processing.
Nexteam will use reasonable endeavours to implement appropriate security measures for the management console and the student app, to protect against unauthorised or unlawful access to or use of content, and against accidental loss of, destruction or damage to content. These include measures described in Nexteam's information security policy from time to time. In determining what security measures are "appropriate", the Client acknowledges that there are security risks inherent with online and web-based services.
Nexteam may process and retain records of Client contacts and admin (owner) users (including club registration details), as a controller for its own business purposes, including managing its relationship with the Client. It may also use details of admin users and student users as a controller where needed to comply with legal requirements and protect its legal rights. Nexteam may also collect and use anonymous user data for conducting data analysis for product development and improvement. Further information about Nexteam's use of personal data and data analysis is set out in its privacy notice available at https://mokuso.cloud/terms/privacy-notice
Each party agrees to comply with applicable legal requirements relating to anti-bribery and anti-corruption (including the Bribery Act 2010) in relation to the Agreement, and shall not engage in any activity, practice or conduct which would constitute an offence under such requirements.

8. TERMINATION OR SUSPENSION OF THE SERVICES

Nexteam may terminate the provision of Services and the Agreement immediately on notice to the Client should the Service Fees relating to any period of 90 days be less than the minimum amount specified in the Service Description .
Either party may, by notice to the other party, terminate the provision of Services and the Agreement with immediate effect if the other party: (a) commits a material breach of the Agreement (which includes a failure to pay Service Fees within 14 days of their due date) and, if it can be remedied, fails to remedy it within 14 days of a written request from the first party; or (b) becomes insolvent or bankrupt (subject to legal restrictions on termination in such circumstances), or ceases (or threatens to cease) to carry on its usual business.
All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to limitations of liability, indemnity, and confidentiality.
Termination of the Agreement or any Services shall not affect accrued rights and liabilities of either party up to the date of termination, including the Client's obligation to pay Service Fees in relation to usage prior to the date of termination.
Without prejudice to clause 8.2 and any other available remedy for breach of the Agreement by the Client, Nexteam may: (a) suspend the provision of Services if the Client commits any breach of the Agreement (including non-payment of Service Fees by their due date), until the breach is resolved; and (b) remove from the management console or any user account any Client Materials or content which, in its reasonable opinion, do not meet the requirements of clause 6.
Nexteam may temporarily suspend the provision of any Service for repair, maintenance or upgrades, upon reasonable notice to the Client.
Upon termination the Agreement, Nexteam may disable all user accounts, and the parties agree to co-operate with each other in good faith, at the Client's reasonable request and expense, with a view to returning to the Client any relevant Client Materials and personal data described in the Appendix. The Client acknowledges that Nexteam may delete any or all Client Materials from its systems after 30 days following such termination (or earlier if reasonably requested by the Client).

9. CHANGES TO THE SERVICES AND THE AGREEMENT

Nexteam may, from time to time, make updates or changes to the Service Description , the Acceptable Use Rules or delivery of the Services (including changes to the features, content or functionality of the management console or student app, or the form in which they are provided) without seeking the agreement of the Client or notifying the Client in advance, provided such updates and changes do not have a material adverse impact on the provision of the Services to the Client.
If Nexteam is required by law or by its service providers to change the Services or terms of the Agreement, the Client agrees to co-operate with Nexteam to implement such changes whilst maintaining, as far as possible, the intention of the Agreement.

10. LIMITATIONS ON NEXTEAM'S LIABILITY

Nexteam does not limit any liability for fraud or for death or personal injury caused by negligence, nor other liability which cannot lawfully be limited or excluded, and the other provisions of the Agreement are subject to this clause 10.1.
Save as expressly set out in the Agreement: (a) all conditions and warranties implied by law are excluded to the fullest extent permitted by law; and (b) in entering into the Agreement, the Client acknowledges that it has not relied on any representations, promises or warranties.
Nexteam is not responsible to the Client for: (a) the accuracy or appropriateness of content within Mokuso provided by admin users or student users (and Nexteam is not liable for any loss arising as a result of reliance on such content); (b) failures in the services provided by payment providers via Mokuso; (c) the availability, speed or quality of the Internet or any communications network or equipment used by the Client or users to access Mokuso; nor (d) subject to any liability under clauses 7.1 to 7.3 and 8.7, any loss of Client Materials or content within the management console or a user account, and the Client is responsible for making its own backups of such content.
To the fullest extent permitted by law, Nexteam shall not be liable to the Client for any loss of profits, business or goodwill, nor any type of special, indirect or consequential loss or damage, whether arising from negligence, other tort, breach of contract or otherwise, even if any such loss was reasonably foreseeable or Nexteam had been advised of the possibility of the Client incurring any such loss.
Nexteam shall not be liable to the Client for any non-performance of its obligations under the Agreement resulting from causes beyond its reasonable control (including failure of the Internet or any public communications network).
Without prejudice to the other limitations of liability in the Agreement, Nexteam's total liability to the Client in relation to:
1. any claim or series of related claims arising from a breach by Nexteam of clauses 7.1 to 7.3 shall not exceed £2,500; and
2. any other claim or series of related claims relating to the Services and the Agreement, shall not exceed the average (mean) monthly Service Fees for the 12 month period of the Agreement preceding the date on which the relevant liability first arose (or, if under 12 months, the period of the Agreement preceding this date).

11. GENERAL

The Agreement constitutes the entire agreement between the parties relating to its subject matter.
Notices under the Agreement shall be given in writing by email:
1. for the Client: to the email address provided during registration or as updated within the admin (owner) account); or
2. for Nexteam: to support@mokuso.cloud, or as updated by notice to the Client.
In these standard terms, "including" and "include" shall be interpreted as meaning "including, without limitation" and "include, without limitation", respectively.
Subject to clause 11.5, neither party may transfer, assign, or sub-contract any rights or obligations under the Agreement without the prior written consent of the other party.
Nexteam may, without the Client's consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement and sub-license associated rights; and (b) upon notice to the Client, transfer or assign all or any of its rights or obligations under the Agreement to any group company, or to any purchaser of Mokuso, Nexteam or Nexteam's business.
Nothing in the Agreement creates or shall be deemed to create a partnership or joint venture, or the relationship of principal and agent, or an employment relationship, between the parties.
If there is any inconsistency between these standard terms and the Service Description , these standard terms shall prevail.
No provision of the Agreement is intended to be enforceable by anyone other than Nexteam and the Client.
Subject to clauses 4.6 and 9, no amendments to the Agreement shall be valid unless agreed in writing by both parties. Each party shall co-operate with the other party with a view to agreeing amendments which have been reasonably requested by the other party.
Each party shall, at its own cost, promptly carry out such further acts (including signing all such documents), as the other party may reasonably require for the purpose of giving full effect to the Agreement.
No failure or delay by either party in exercising any right or remedy under the Agreement shall be construed as a waiver by that party of such right or remedy, and no partial exercise of any such right or remedy shall restrict the further exercise of that right or remedy.
If any provision of the Agreement is found to be invalid or unenforceable, the other provisions shall remain in force, and, to the extent possible, the provision shall be modified to ensure it is valid and enforceable, whilst maintaining or giving effect to its intention.
The Agreement shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction in relation to the Agreement.

APPENDIX: DATA PROCESSING TERMS

These Data Processing Terms apply to the extent Nexteam (as a processor) acts on behalf of the Client (the controller) in its processing of personal data in its provision of the Services.

1. Processing activities

The parties acknowledge that these Data Processing Terms apply in relation to the following activities.

Data subjects: student users and admin users.

Personal data includes: login details for a user account, data within a user account, club data (to the extent the contracting party for a club is an individual or partnership), photos of users uploaded into a user account.

Personal data may include the following special categories of personal data: Health data relating to student users, as may be provided by them in relation to participation in classes at the club or use of club facilities.

Processing includes:

Processing of data on the Mokuso platform, including within the club's management console and user accounts
Processing of data to set up user accounts
Communication of data between student user accounts and the management console
Storage of data within data centres

The Client agrees that the relevant personal data shall not include any special categories of personal data, except as listed above, or to the extent otherwise notified to and approved by Nexteam in advance.

2. Meaning of terms

For the purposes of these Data Processing Terms, the terms personal data, process/processing, controller, processor, personal data breach, special categories of personal data, and data subject shall have the same meanings as in UK data protection laws.

3. Client obligations

The Client acknowledges that it must comply with applicable provisions of UK data protection laws in the context of the activities of Nexteam described under paragraph 1 above, including ensuring that:

relevant individuals (including users) are aware of the processing activities undertaken by Nexteam on behalf of the Client;
there is a legitimate purpose (or purposes) and an appropriate legal basis for Nexteam's use of personal data on behalf of the Client in providing the Services;
any personal data provided to Nexteam (including when uploaded by a user to Mokuso) is accurate, adequate, relevant and limited to what is necessary for those purposes;
it promptly informs Nexteam of any need to update or delete any personal data, or of any exercise by a data subject of their rights which impact Nexteam or the provision of the Services; and
without prejudice to Nexteam's obligations under paragraph 4(d) below, it takes steps to ensure appropriate security of personal data provided to Nexteam.

To the extent Nexteam assists with any of the measures to be taken by the Client in accordance with this paragraph 3 (for example, by facilitating the provision of information to data subjects or the collection of personal data from users as part of the Services), for the avoidance of doubt, the Client remains legally responsible for such measures.

4. Nexteam obligations

In carrying out the processing activities described in paragraph 1 above, Nexteam agrees:

unless otherwise required or permitted by law, to process the personal data only for the purpose of providing the Services in accordance with the Client's instructions (and such instructions include providing the Services in the manner described in the Service Description or otherwise agreed with the Client);
Without prejudice to clause 7.1 of the standard terms, take reasonable steps to ensure that persons authorised to access or use the personal data have committed themselves to confidentiality;
to inform the Client if, in its opinion, any instruction of the Client infringes any applicable UK legal requirement, and of any applicable UK legal requirement which requires Nexteam to process the personal data for purposes not specified within the Agreement (unless it is prohibited by law from informing the Client);
in its performance of the Services, to implement reasonable technical and organisational security measures to ensure a level of security for such personal data appropriate to the risk (including, for the avoidance of doubt, the security measures specified in clause 7.3 of the standard terms);
where appropriate in accordance with UK law and in the context of its role in providing the Services, and subject to reasonable additional fees, to provide reasonable assistance to the Client in responding to requests from data subjects to exercise their rights, and in complying with data protection obligations relating to security, personal data breaches and data protection impact assessments;
in accordance with clause 8.7 of the standard terms, to return to the Client the personal data after the end of the provision of Services relating to the relevant processing (if requested by the Client), and, subject to clause 7.4 of the standard terms, delete its existing copies; and
at the reasonable request and cost of the Client:
- to make available to the Client reasonable information necessary to demonstrate its compliance with (a) to (f) above and paragraph 5 below; and
- to the extent such information is (in the reasonable opinion of the Client) insufficient to demonstrate such compliance, to allow for and contribute to reasonable audits, at reasonable intervals, conducted by the Client or another auditor mandated by the Client, in order to ascertain such compliance.

5. Sub-processors

The Client gives its approval for Nexteam, from time to time, to appoint one or more sub-processors for the processing activities described in paragraph 1 above, including, where relevant, individual contractors who assist with the provision of the Services and providers of technology services.
Nexteam shall ensure that processor obligations substantially similar or equivalent to those included within these data processing terms (to the extent required by applicable UK data protection law) are imposed on such sub-processors.
Nexteam shall inform the Client of any intended changes concerning the addition or replacement of sub-processors, and give the Client an opportunity to object. If the Client does reasonably object to any such change, and no reasonable solution is agreed between the parties, either party may terminate the Services (to the extent relevant to the sub-processor's processing) immediately prior to the appointment of the new sub-processor.