General Terms and Conditions

1. Subject matter of the contract and scope of application

1.1 The subject matter of these General Terms and Conditions (hereinafter «GTC») is the use of the Software-as-a-Service application strokebook (hereinafter «strokebook»), an application for the administration of rowing clubs, in particular with a digital logbook and boat reservation. espressino (hereinafter «espressino») makes strokebook available to the customer for use over the internet for the term of the contract, in the version current at the relevant time.

1.2 The customer and sole contractual partner of espressino is the club or a comparable organisation (hereinafter «club»). Individual club members do not become parties to this contract; this is subject to Sections 4.3 to 4.5.

1.3 Deviating, supplementary or conflicting terms and conditions of the club shall not apply unless espressino has expressly agreed to them in text form.

1.4 The scope of functions of strokebook follows from the service description current at the relevant time on strokebook.club. The descriptions of functions presented there serve as a general description of services and do not constitute an exhaustive, unalterable catalogue of functions.

2. Conclusion of the contract

2.1 The contract is concluded by the club's online order via strokebook.club or another ordering process of espressino and the subsequent confirmation by espressino, but at the latest upon the activation of strokebook for the club.

2.2 The order can only be placed if the ordering person accepts these GTC by clicking the corresponding checkbox. The ordering person thereby confirms that they are authorised to represent the club. espressino may make access to strokebook subject to conditions, in particular to proof of authority to represent the club or to a current extract from the commercial register or from the articles of association.

2.3 By accepting these GTC, the club and espressino automatically conclude the Data Processing Agreement (hereinafter «DPA»). Amendments to the DPA are made in accordance with the procedure set out in Section 17. In the event of contradictions between these GTC and the DPA, the DPA takes precedence in data protection matters.

3. Scope of services and further development

3.1 espressino provides the services that are the subject of this contract, in particular access to strokebook and the associated storage space, from the interface between the data centre and the internet.

3.2 espressino develops strokebook further on an ongoing basis. strokebook may be used exclusively in the version current at the relevant time; there is no entitlement to a particular version. espressino is entitled to adapt the scope of functions for objective reasons, in particular to improve performance, security and usability, to remedy errors or to adapt to changed technical or legal conditions. The overall character of strokebook must not thereby be materially impaired. In the event of a material impairment of the contractually agreed principal services that is unreasonable for the club, the club has the extraordinary right of termination under Section 16.4.

3.3 Insofar as espressino provides services free of charge, there is no entitlement to their continued provision. espressino may discontinue or modify such services, or offer them only for a fee, giving three months' notice in text form.

3.4 Beta features. Features that are designated in strokebook as «Beta», «experimental» or equivalent are provided on an «as is» basis and without any warranty whatsoever. They are not part of the contractually owed scope of services and may be modified, restricted or removed at any time without notice. Their modification or removal gives rise to no claims of the club and to no extraordinary right of termination.

4. Use by club members

4.1 The club may enable its members and other persons authorised by it (hereinafter collectively «members») to use strokebook, in particular via shared devices in the clubhouse (hereinafter «kiosk use») or via personal devices. In doing so, the members use strokebook as auxiliaries of the club within the framework of the club's contractual relationship with espressino. The club is answerable for the conduct of its members when using strokebook as for its own conduct.

4.2 No personal account of the member is required for kiosk use. The data processed in this connection are club data within the meaning of Section 10.

4.3 Members may voluntarily create a personal account in strokebook. In addition, the Terms of Use for Personal Accounts and the Privacy Policy of espressino, in the version current at the relevant time, apply to personal accounts; in this respect espressino acts as an independent controller within the meaning of data protection law.

4.4 Personal accounts from the age of 16. Personal accounts may be created independently from the completed 16th year of age; younger members require the consent of their legal guardians to do so. Kiosk use without a personal account is not affected by this; it takes place via the club as the controller under data protection law.

4.5 Premium features for members. espressino may offer additional premium features, concluded by the member directly with espressino and possibly subject to a charge. Such premium features are not part of this contract; they give rise to neither rights nor obligations for the club.

5. Intellectual property rights and right of use

5.1 All rights in strokebook, in the associated documentation and in the strokebook trade mark and all other signs remain with espressino. This also applies to further developments and work results that arise on the basis of specifications, feedback or involvement of the club.

5.2 For the term of the contract, the club receives the non-exclusive, non-transferable and non-sublicensable right to use strokebook for its own, club-internal purposes. Provision to third parties, whether for consideration or free of charge, is not permitted without the prior consent of espressino in text form; use by members pursuant to Section 4 does not constitute provision to third parties.

5.3 The club may not copy, translate, decompile, reverse engineer or otherwise modify strokebook in whole or in part, except to the extent that this is permitted by the intended use or by mandatory law. Signs, protective notices and features serving identification purposes may not be removed or altered.

5.4 Upon the end of the contract, the club's ability to access strokebook and its right of use lapse; all amounts owed at that time become immediately due. This is subject to Section 10.5 (export window).

6. Obligations of the club

6.1 The club shall provide the cooperation required for the performance of the contract in good time and in full and shall communicate to espressino all information necessary for that purpose. It shall keep its club details (including name, address, invoicing address, e-mail address, persons authorised to represent it) up to date at all times.

6.2 The club is responsible for the content of all data entered into strokebook by it or by its members. It warrants that the processing of such data is lawful and does not infringe the rights of third parties, and shall in particular observe the provisions of data protection, copyright and trade mark law.

6.3 Information of members. As controller under data protection law, the club is responsible for informing its members about the processing of data in the club context under the FADP and, where applicable, the GDPR. For this purpose, espressino provides a public Privacy Policy on strokebook.club to which the club may refer.

6.4 The club shall prevent unauthorised access by third parties to strokebook by means of suitable precautions and shall keep login credentials secret. Every login with correct login credentials is deemed to be use by the club or by the persons authorised by it.

6.5 The administration of user rights, and in particular of administration rights, is the exclusive responsibility of the club. The club shall ensure that only authorised persons receive administrative rights.

6.6 Kiosk devices and club-owned devices. Devices that the club provides for the use of strokebook (for example a kiosk computer or tablet in the clubhouse) are exclusively a matter for the club. The club is solely responsible for the procurement, configuration, maintenance, securing, supervision and physical protection of these devices as well as for their internet access. espressino assumes no responsibility whatsoever for such devices, in particular not for their loss, theft, misconfiguration or misuse, or for damage caused by or to such devices.

6.7 Disputes within the club. espressino does not interfere in the club's internal affairs. espressino makes changes to user roles, in particular to administration rights, only in exceptional cases and only where the club submits comprehensible evidence of the arrangements for its representation (for example an extract from the minutes or from a register). Where espressino receives differing or contradictory instructions from several board members, or where the position as to representation is unclear, espressino is entitled to suspend access to strokebook in whole or in part, or to restrict roles, until the matter has been clearly resolved, without assuming any duty of mediation or examination. The club derives no claims from this. espressino lifts a suspension or restriction as soon as the arrangements for representation have been comprehensibly clarified.

7. Remuneration and payment terms

7.1 The club owes espressino the annually recurring usage fee. The fee is determined by the club's number of members in accordance with the tiered price list published in its current version on strokebook.club. Decisive is the price list published at the time of conclusion of the contract or at the beginning of the relevant contract period.

7.2 Number of members. The number of members is the total number of natural persons who are members of the club on the reference date of 1 January of the current calendar year, irrespective of member category (this includes in particular passive, honorary and junior members) and irrespective of whether they actually use strokebook. Legal entities (for example companies or other organisations as patron or collective members) do not count towards the number of members. Decisive is the number of natural persons recorded as members in strokebook on the reference date; a separate declaration is not required. The club is obliged to record all members in strokebook and to keep the record up to date. For members who do not actively use strokebook, recording a minimal data set (surname, first name and member category) is sufficient. The usage fee is calculated automatically at each invoicing on the basis of the number of members recorded on the reference date. By way of derogation, for the first contract period the decisive number of members is the number recorded in strokebook 30 days after the activation of strokebook for the club, but at least the number of members stated by the club when ordering. If the club fails to record a substantial part of its members in strokebook, espressino may claim the difference in arrears for the current contract period.

7.3 Price changes for subsequent contract periods are reserved. They are announced to the club in text form at least two months before the beginning of the new contract period. If the club does not agree with the price change, it may terminate the contract by ordinary notice with effect from the end of the current contract period.

7.4 The usage fee is invoiced annually in advance and is payable within 30 days of the invoice date. Prices are in Swiss francs and exclusive of any value added tax. Any value added tax owed is invoiced in addition to the published prices; this does not constitute a price change within the meaning of Section 7.3.

7.5 Default in payment. If the club fails to pay despite a reminder setting a reasonable period of grace, espressino is entitled to suspend the club's access to strokebook until the outstanding amounts have been paid in full. The club data are retained during the suspension. The club's payment obligation continues during the suspension; the suspension gives rise to no claims of the club. This is subject to the right of extraordinary termination under Section 16.3.

8. Availability and maintenance

8.1 espressino endeavours to keep strokebook available with as few interruptions as possible («best effort»). No particular availability is warranted; there is no formal service level agreement. The club recognises that one hundred per cent availability is not technically achievable.

8.2 espressino announces planned maintenance work in advance where possible and carries it out at off-peak times where feasible. espressino may interrupt the operation of strokebook where this is necessary for important reasons, in particular in the case of malfunctions, security risks or a risk of misuse. Such interruptions give rise to no claims of the club.

9. Not an emergency or rescue system

9.1 strokebook is not an emergency, alerting, monitoring or rescue system and is neither designed nor suitable for ensuring the safety of persons on or by the water, for detecting emergencies or for triggering rescue measures.

9.2 The club remains solely responsible for its own safety protocols and duties of supervision (for example session rules, return checks, alerting procedures). These must be maintained independently of strokebook and must not be replaced by strokebook.

9.3 GPS, position, route and distance data in strokebook may be incomplete, delayed or erroneous. espressino gives no warranty as to the accuracy, completeness or currency of such data. They must not be used as a basis for safety-related decisions.

9.4 To the extent permitted by law, the liability of espressino for damage caused by slight negligence arising from accidents on the water and from errors in GPS, position, route or distance data is excluded.

10. Club data, data export and deletion

10.1 All data that the club or its members record in strokebook in the club context, or that are generated in that connection (hereinafter «club data»), remain the property of the club. espressino processes club data exclusively for the performance of the contract in accordance with the DPA or on the documented instructions of the club and does not use them for its own commercial purposes, unless this is required by law or expressly permitted by the club. The processing of usage and diagnostic data in pseudonymised form for product improvement and error analysis is deemed permitted, whereby evaluations are carried out exclusively in anonymised and aggregated form; in this respect espressino is an independent controller (see Section 6 of the Privacy Policy).

10.2 Club data do not include data that a member records or generates in their personal account in a personal context (Section 4.3); for these espressino is an independent controller. The delimitation is described in more detail in the DPA and in the Privacy Policy.

10.3 The club may at any time during the term of the contract export its club data in a structured, commonly used and machine-readable format or request their release from espressino free of charge within a reasonable period.

10.4 The processing of personal data on behalf of the club is governed by the DPA including its annexes.

10.5 Export window and deletion after the end of the contract. After the end of the contract, espressino makes an export of the club data available to the club for 60 days in a structured, commonly used and machine-readable format. After this export window has expired, espressino deletes all club data. Excepted are data that espressino must continue to retain on account of statutory retention obligations, as well as data in personal member accounts (Section 4.3).

11. Suspension of access

11.1 espressino is entitled to suspend the club's access to strokebook in whole or in part if and for as long as (a) the club, following a reminder setting a period of grace, is in default of payment (Section 7.5), (b) the club breaches material contractual obligations despite a reminder, (c) there are concrete indications that use by the club or its members infringes the rights of third parties or violates applicable law, (d) this is necessary to avert damage to strokebook, to espressino or to third parties, or (e) a case under Section 6.7 exists.

11.2 Insofar as reasonable and possible, espressino informs the club in advance of the suspension. The club data are retained during the suspension. A justified suspension gives rise to no claims of the club; the payment obligation continues.

12. Warranty

12.1 espressino accepts fault reports from the club and endeavours to analyse and remedy reported faults within a reasonable period. Where the fitness for use in conformity with the contract is only insignificantly reduced, there are no claims for defects.

12.2 Technical data, specifications and service descriptions are not guarantees or assurances. In particular, espressino does not warrant that strokebook can be used without interruption and free of errors in all combinations desired by the club with any devices, systems and programs. Section 3.4 applies to beta features. Further warranty claims are excluded to the extent permitted by law.

13. Liability

13.1 espressino is liable without limitation for damage that it has caused unlawfully and intentionally or through gross negligence, as well as in further cases of mandatory statutory liability. In particular, liability under the Product Liability Act and further mandatory statutory liability provisions remain unaffected.

13.2 In all other cases, the liability of espressino, on whatever legal basis, is limited per contract year and for all instances of damage taken together to twice the amount of the annual usage fee agreed for that contract year.

13.3 To the extent permitted by law, any liability for indirect and consequential damage, for consequential loss, for lost profit and for loss of data is excluded, insofar as the loss of data would have been avoidable had the club exported the club data in good time (Section 10.3). Claims for personal injury are excepted from the limitations of liability under Sections 9.4, 13.2 and 13.3.

13.4 To the extent permitted by law, the liability of espressino for auxiliaries is excluded. For outages and disruptions that are attributable to third-party undertakings (for example data centres, network or hosting providers), espressino is liable only for its own fault within its own sphere of influence. This is subject to the liability of espressino for sub-processors under Section 7.2 of the DPA.

13.5 Reference is also made to the special provisions in Section 3.4 (beta features), Section 6.6 (club-owned devices) and Section 9 (not an emergency or rescue system).

13.6 The foregoing limitations of liability apply to contractual and non-contractual claims and also for the benefit of the governing bodies, employees and auxiliaries of espressino.

13.7 Indemnification. The club indemnifies espressino against all third-party claims that are based on culpable unlawful use of strokebook by the club or its members or on a culpable breach of the club's obligations under Section 6 or Section 9.2. The indemnification covers in particular claims by members derived from the fact that the club has replaced its own safety protocols and duties of supervision, in whole or in part, with strokebook.

14. Use as a reference

14.1 The club grants espressino the non-exclusive right to cite the name and the logo of the club as a reference for the term of the contract, in particular on strokebook.club and in offer and marketing materials.

14.2 The club may object to being cited as a reference at any time in text form; in that case espressino removes the reference within a reasonable period.

15. Confidentiality

15.1 The parties shall treat as confidential all information not publicly known that they receive about the other party in connection with this contract and shall use it only for the performance of the contract. This is subject to statutory disclosure obligations.

15.2 The confidentiality obligation continues for three years after the end of the contract. The data protection obligations under the DPA remain unaffected.

16. Term and termination

16.1 The contract begins upon its conclusion pursuant to Section 2.1 and has a fixed term of one year. It is automatically extended by a further year in each case unless it is terminated by one party in text form at least one month before the expiry of the current contract period.

16.2 The right to terminate without notice for good cause remains unaffected for both parties.

16.3 Good cause exists for espressino in particular where the club fails to meet its payment obligations despite a reminder setting a period of grace, breaches material provisions of these GTC, or where bankruptcy proceedings are opened over the club.

16.4 The club may terminate the contract extraordinarily where a change to strokebook results in a material and unreasonable impairment of the contractually agreed principal services (Section 3.2), or in the cases set out in Section 17.2 and in the DPA (objection to new sub-processors).

16.5 Section 5.4 and Section 10.5 apply to the consequences of the end of the contract.

17. Amendments to these GTC

17.1 espressino may amend these GTC at any time in a reasonable manner. Amendments are announced to the club in text form at least four weeks before they take effect.

17.2 If the club does not object before the amendments take effect, or if it continues to use strokebook thereafter, the amended GTC are deemed approved; espressino draws the club's attention to this separately in the notice of amendment. In the case of material amendments to the club's detriment, the club may terminate the contract extraordinarily in text form up until the amendments take effect.

18. Final provisions

18.1 Force majeure. espressino is released from its obligation to perform for the duration of events for which it is not responsible (for example force majeure, official measures, large-scale disruptions of communication networks or of the power supply).

18.2 Assignment. The club may transfer or assign rights and obligations under this contract to third parties only with the prior consent of espressino in text form. espressino may transfer the contract to a legal successor in the context of a business succession or a restructuring.

18.3 Form. Notices and declarations in connection with this contract require at least text form (for example e-mail), unless another form is expressly provided for.

18.4 Severability clause. Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions remains unaffected. In place of the invalid provision, the valid arrangement that comes closest to the economic purpose of the invalid provision is deemed agreed.

18.5 Language. The authoritative language of the contract is German. If espressino provides translations (for example French or Italian), these serve for information only; the German version is authoritative.

18.6 Applicable law and place of jurisdiction. This contract is governed exclusively by Swiss law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Zurich. espressino is additionally entitled to bring proceedings against the club at its registered seat.