Terms and Conditions

Last updated: 24 August 2026

of Sealsport Solutions GmbH, for business customers

1. CONTRACTING PARTIES, SCOPE

1.1. These General Terms and Conditions ("Terms") govern, together with the applicable written order, the contractual relationship between Sealsport Solutions GmbH, with its registered seat at 4221 Steyregg, Austria ("Sealsport") and the legal entity engaging Sealsport to provide the services described herein (the "Customer").

1.2. Customers under these Terms are exclusively businesses, in particular professional sports clubs (regardless of legal form), sports federations, leagues, and player representation or advisory agencies. Sealsport provides its services exclusively to businesses; by entering into the contract, the Customer expressly represents that it is a business.

1.3. The Customer may be seated in Austria, another EU member state, or a third country; these Terms apply worldwide regardless of the Customer's seat.

1.4. The contractual relationship between Sealsport and the Customer is based exclusively on these Terms and any written individual agreements, in particular the order (including its annexes) concluded in writing or text form (e.g. by email or electronic signature) (the "Contractual Relationship"); oral side agreements are not valid.

1.5. Deviating terms and conditions of the Customer shall only apply if Sealsport has expressly agreed to them in writing in advance.

2. AVAILABILITY, RIGHT TO AMEND

2.1. The current version of these Terms is available on Sealsport's website. Sealsport will provide the Terms to the Customer upon conclusion of the contract and upon any amendment.

2.2. Sealsport is entitled to amend these Terms with effect for the future in order to adapt them to changed technical, economic, or legal circumstances. Sealsport will notify the Customer of any amendment and its effective date by email or via the Customer's account. The amended Terms become effective unless the Customer objects in writing within 4 weeks of receipt of the notice; in the event of an objection, Sealsport is entitled to terminate the Contractual Relationship for cause pursuant to Section 13.3. Sealsport will specifically draw the Customer's attention to the significance of its conduct as part of the notice.

2.3. Section 2.2 does not apply to the fee adjustment set out in Section 8.4; that adjustment is already an integral, pre-agreed part of the remuneration arrangement and does not constitute an "amendment" to these Terms within the meaning of this Section.

3. SUBJECT MATTER OF THE CONTRACT

3.1. Sealsport operates a cloud-based B2B SaaS platform for the management, analysis, and evaluation of player and transfer contracts in professional sport (the "Platform"). Under the Contractual Relationship, the Customer receives its own, tenant-separated access to the Platform (own instance).

3.2. The Platform's functionality includes in particular: uploading of player and transfer contracts; AI-assisted extraction, structuring, and translation of contract clauses into a machine-readable logic structure; ongoing matching of such clauses against match data for automated clause tracking; as well as related analytics, reporting, payroll preparation, and scenario and budget planning.

3.3. The specific scope of services owed, in particular the scope of usable modules and features, results from the applicable order.

4. CONCLUSION OF CONTRACT

4.1. The Contractual Relationship between the Customer and Sealsport is concluded upon execution of a written or text-form order covering the services to be provided and the commercial terms (the "Order").

4.2. Any offer submitted by Sealsport is non-binding and subject to change until the date stated therein, or, absent such a date, for 30 days from submission.

5. SET-UP, ONBOARDING, INDIVIDUAL CUSTOMIZATIONS

5.1. Sealsport will support the Customer, to the agreed extent, with the set-up of access and onboarding to the Platform.

5.2. Individual enhancements, interfaces, or customizations of the Platform for the Customer will only be carried out if separately agreed and remunerated.

5.3. The Customer will support the set-up and go-live by providing, in a timely and complete manner, the information, access, and contract documents required for this purpose. Sealsport relies on the accuracy and completeness of the information and data provided by the Customer.

6. PROVISION OF THE SOFTWARE (SAAS)

6.1. Sealsport will make the Platform available to the Customer over the internet as a cloud application in accordance with these Terms and the Order for the duration of the Contractual Relationship.

6.2. Sealsport reserves the right to continuously develop the Platform and optimize individual features, which may require the installation of updates.

6.3. Sealsport is entitled to temporarily interrupt or restrict the provision of services to the extent necessary to remedy or prevent disruptions, defend against attacks, or carry out necessary maintenance work. The Customer will, where possible, be informed in advance of longer maintenance work.

6.4. The servers used to operate the Platform are located in a data center within the European Union (Germany). For the analysis of uploaded contract documents, Sealsport additionally uses AI-based processing services located within the European Union. Further details on the sub-processors engaged are set out in the separately concluded Data Processing Agreement (Section 16).

7. USER ACCOUNT

7.1. The Customer receives one or more personal user accounts through which it may access the Platform. Login credentials may not be shared with unauthorized third parties and must be adequately protected against unauthorized access.

7.2. The Customer undertakes to provide accurate and complete information upon registration and to update it without undue delay in case of changes.

7.3. The Customer is liable to Sealsport for damages resulting from unauthorized third-party access to its user account or from inaccurate information, to the extent attributable to the Customer.

8. FEES

8.1. The Customer owes the one-off fees and recurring fees set out in the Order. Unless otherwise agreed in the Order, this consists of a fixed monthly fee for the agreed scope of services, irrespective of the Customer's individual usage volume.

8.2. Unless otherwise agreed in the Order, recurring fees are due monthly or annually in advance. Unless payment by direct debit has been agreed, invoices are due within 14 days of receipt.

8.3. If the Customer defaults on payment, it owes default interest at the statutory rate as well as reasonable reminder and collection costs.

8.4. Fee adjustment after expiry of the initial term: Where an initial term has been agreed in the Order, the recurring monthly fee will automatically increase, beginning with the first contract year following expiry of the initial term and annually thereafter at the start of each subsequent contract year. The annual increase consists of the change in the Consumer Price Index (VPI) published by Statistics Austria plus a flat service and innovation component covering ongoing security, maintenance, and product development efforts. The total annual increase amounts to 5% of the previously applicable fee. This adjustment forms an integral part of the remuneration arrangement already agreed at the time of contract conclusion, applies automatically, and does not require separate notice to or consent from the Customer; the Customer does not have a special right of termination on account of this adjustment.

8.5. Sealsport is entitled to separately invoice, at a reasonable and industry-standard hourly rate, any additional effort resulting from the Customer's breach of cooperation obligations or from change requests made after conclusion of the Order.

9. OTHER CUSTOMER OBLIGATIONS

9.1. The Customer may only use the Platform within the contractually agreed scope and for the agreed purposes.

9.2. The Customer shall comply with all applicable laws when using the Platform, in particular data protection, employment, copyright, and competition law.

9.3. The Customer undertakes not to upload any data containing malware to the Platform and not to take any action that adversely affects the Platform's availability to other customers.

10. NON-COMPETE

10.1. During the term of the Contractual Relationship, the Customer undertakes not to productively use any third-party solution that is substantially comparable to the Platform's core functionality (AI-assisted management and analysis of player and transfer contracts, including clause tracking).

10.2. Section 10.1 does not apply to internal, non-commercial testing within a reasonable evaluation period, or to tools that do not offer functionality substantially comparable to the Platform.

11. SUPPORT

11.1. A malfunction exists where the core functions of the Platform described in the service description are not fulfilled.

11.2. Sealsport will respond to and process the Customer's support requests relating to a malfunction within a reasonable period.

11.3. Where Sealsport is engaged to remedy a malfunction that is not attributable to Sealsport, Sealsport is entitled to separately invoice the required effort at industry-standard rates.

12. FORCE MAJEURE

12.1. If Sealsport is unable to perform its contractual obligations, in whole or in part, or on time, due to an event of force majeure, Sealsport is released from performance for the duration of that event. Force majeure includes, in particular, war, insurrection, epidemics, natural disasters, interruption of power or internet supply, labor disputes, and governmental orders resulting from such events.

13. TERM, TERMINATION

13.1. The Contractual Relationship is concluded for the initial term set out in the Order.

13.2. Unless terminated in writing by either party, observing the notice period set out in the Order, by the end of the initial term or the end of any subsequent contract year, the Contractual Relationship automatically renews for a further one-year period each time.

13.3. Each party's right to terminate the Contractual Relationship for cause with immediate effect remains unaffected. Cause entitling Sealsport to immediate termination exists in particular where the Customer (i) defaults on payment obligations and fails to settle the outstanding amount within 14 days despite a reminder; (ii) exceeds the usage rights granted or jeopardizes the security of the Platform and fails to immediately cease such conduct despite being requested to do so; (iii) culpably infringes third-party intellectual property rights or data protection law; (iv) has objected to an amendment of these Terms pursuant to Section 2.2; or (v) otherwise culpably breaches a material contractual obligation.

13.4. Deletion and return of data uploaded by the Customer following termination of the Contractual Relationship is governed by the separately concluded Data Processing Agreement.

14. WARRANTY, LIABILITY

14.1. Sealsport warrants that the Platform substantially corresponds to the agreed service description. No further warranty is assumed.

14.2. Sealsport warrants an average Platform availability of 98% measured annually; excluded are scheduled maintenance windows under Section 6.3 and circumstances beyond Sealsport's control (in particular force majeure under Section 12 and disruptions to the Customer's internet connection or to upstream infrastructure providers).

14.3. In the event of defects in the Platform, the Customer is first entitled to request that Sealsport remedy the defect. If the defect is not remedied within a reasonable period, the Customer may claim a price reduction; the assertion of other statutory warranty remedies, in particular rescission, is excluded.

14.4. Sealsport is liable to the Customer only for damages caused intentionally or through gross negligence by Sealsport or its vicarious agents; this does not apply to personal injury or liability under the Austrian Product Liability Act. To the extent legally permissible, liability for lost profits, consequential damages, in particular resulting from data loss, and other indirect damages and pure financial loss is excluded.

14.5. The Customer's warranty claims lapse within 12 months of becoming aware of the defect; the Customer must notify Sealsport of defects in writing, without undue delay and with reasonable precision.

15. INDEMNIFICATION

15.1. Sealsport represents that the content it provides on the Platform is free of third-party rights and will indemnify the Customer against justified third-party claims in this respect.

15.2. The Customer represents that it holds all rights necessary in the contract documents and data it uploads to the Platform, and will indemnify Sealsport against justified third-party claims in this respect.

16. DATA SECURITY, DATA PROTECTION

16.1. Sealsport implements appropriate technical and organizational measures to protect the Customer's data against loss and unauthorized third-party access.

16.2. The Customer remains responsible for its own regular backup of data it uploads to the Platform (e.g. through exports), without prejudice to the provisions referenced in Section 16.4.

16.3. To the extent Sealsport processes personal data under the Contractual Relationship, Sealsport acts as processor within the meaning of Art. 4(8) GDPR, and the Customer is the controller within the meaning of Art. 4(7) GDPR. The provisions of the separately concluded Data Processing Agreement (DPA) pursuant to Art. 28 GDPR apply in addition, and in particular govern the sub-processors engaged, processing locations, retention periods, and deletion and return of data upon termination.

16.4. Sealsport is not entitled to use the contract data uploaded by the Customer to the Platform for its own purposes, in particular product development, research, benchmarking, or any other exploitation, unless separately agreed in writing between the parties.

17. CONFIDENTIALITY, REFERENCE

17.1. Both parties undertake to keep confidential, beyond the term of the Contractual Relationship, all confidential information obtained from the other party in the course of performing the contract, and not to disclose it to third parties, unless such information is otherwise publicly known.

18. SET-OFF, ASSIGNMENT

18.1. The Customer may only set off claims against Sealsport's claims to the extent the Customer's counterclaims have been judicially established or are undisputed.

18.2. Sealsport is entitled to transfer its rights and obligations under the Contractual Relationship, in whole or in part, to affiliated companies or third parties. Any transfer of rights and obligations by the Customer requires Sealsport's prior written consent.

19. LANGUAGE, GOVERNING LAW, JURISDICTION

19.1. The Order is concluded in German or English. If the Order is concluded in English, the English version of these Terms governs the Contractual Relationship; in all other cases the German version governs.

19.2. The Contractual Relationship is governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law to the extent they would refer to a law other than Austrian law.

19.3. The place of performance is Sealsport's registered seat. The competent court in A-4020 Linz, Austria, has exclusive jurisdiction over all disputes arising from or in connection with the Contractual Relationship.

20. NOTICES

20.1. All notices in connection with the Contractual Relationship shall be made in writing or by email to the contact details of the respective party stated in the Order or last updated.

21. FORM REQUIREMENT

21.1. Amendments or supplements to the Contractual Relationship require the written form; this also applies to any waiver of this form requirement.

22. SEVERABILITY

22.1. Should individual provisions of these Terms be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid provision shall be deemed replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the contract.