This Terms of Service document (the "Terms") is a legal agreement between Sailia Limited of Hunters Moon, Howards Crescent, Bexhill-on-Sea, East Sussex, TN39 4QH ("we", "us", "our") and you, our customer ("you", "your"), for access to and use of the Sailia platform.

1. Introduction

   1. These terms and conditions ("Agreement") govern the use of Sailia’s software-as-a-service platform ("Service") by users ("Users"). By accessing or using the Service, Users agree to be bound by this Agreement. If Users do not agree to the terms and conditions of this Agreement, they should not access or use the Service.

   2. This Agreement constitutes the entire agreement between the Company and Users and supersedes all prior or contemporaneous communications and proposals, whether oral, written or electronic, between the Company and Users with respect to the Service.

   3. The Service is intended for use only by individuals or entities that are legally eligible to enter into contracts under applicable law. The Service may not be used in any jurisdiction where its use is prohibited or restricted by law. By using the Service, Users represent and warrant that they are legally eligible to enter into contracts and that their use of the Service does not violate any applicable law or regulation.

   4. The Company may modify this Agreement at any time, in its sole discretion. Any modifications will be effective immediately upon posting the modified Agreement on the Company's website. Users are responsible for reviewing the Agreement regularly to ensure that they are aware of any modifications. Continued use of the Service after any modifications to the Agreement constitutes acceptance of the modified Agreement.

2. Description of Service

   1. Sailia is a centre management and booking platform designed specifically for watersports centres. The platform allows centres to manage their staff, bookings, and clients all in one place. Additionally, Sailia provides an online shop where centres can sell their products and services, and a membership feature where users can purchase memberships to the centre.

   2. Sailia is a B2B SaaS service that solves the issue of clunky old software and brings management tools into the 21st century. The platform provides a user-friendly interface that allows managers at sailing centres to easily access an overview of everything that is happening at their centre, including staff schedules, booking availability, and customer details.

   3. The only restriction on the use of Sailia is that the platform must be used for paid bookings. Using Sailia as a calendar or staffing or management tool alone is not permitted, unless agreed prior with the company. This restriction is in place to ensure that the platform is used for its intended purpose and to prevent abuse of the software.

   4. Sailia is intended for use by watersports centres that require a comprehensive management and booking platform. The platform provides features that are tailored specifically to the needs of these centres and differs from other similar platforms that are not designed specifically for watersports centres.

3. User Accounts

   1. Eligibility and account registration requirements

      1. In order to use Sailia, Users must be legally eligible to enter into contracts under applicable law. By creating an account, Users represent and warrant that they are legally eligible to enter into contracts and that their use of the Service does not violate any applicable law or regulation.

      2. Users must provide accurate and complete registration information when creating an account with Sailia. This includes, but is not limited to, their name, email address, and any other information required by Sailia during the registration process.

      3. Users are responsible for maintaining the security and confidentiality of their account login credentials, including their username and password. Users are also responsible for all activities that occur under their account, whether or not authorised by them.

      4. If Users become aware of any unauthorised use of their account, they must notify Sailia immediately by contacting our customer support team. Sailia reserves the right to suspend or terminate any account that is being used in violation of this Agreement or for any other reason determined by Sailia in its sole discretion.

      5. Sailia may use third-party services to verify the accuracy of User registration information. Users may be required to provide additional information or documentation to verify their identity and account registration information.

      6. Sailia reserves the right to refuse service to anyone at any time for any reason.

   2. Obligations of account holders

      1. As a User of Sailia, you are responsible for complying with all applicable laws and regulations when using the Service. You agree not to use the Service for any illegal or unauthorised purpose.

      2. You are solely responsible for all data and content that you upload, submit, or transmit through the Service, and you represent and warrant that you have all necessary rights and permissions to do so. You agree not to use the Service to upload, submit, or transmit any content that is unlawful, defamatory, obscene, pornographic, or otherwise offensive.

      3. You agree to use the Service only for its intended purposes, which includes managing staff, bookings, and clients at watersports centres. You agree not to use the Service to engage in any fraudulent or deceptive activity, or to impersonate any person or entity.

      4. You agree to maintain the security and confidentiality of your account login credentials, and to immediately notify Sailia if you become aware of any unauthorised access or use of your account.

      5. You agree to indemnify and hold Sailia harmless from any claims, damages, liabilities, and expenses arising from your use of the Service, including any breach of these terms and conditions.

      6. You agree to cooperate fully with Sailia in any investigation or legal proceeding relating to your use of the Service. Sailia reserves the right to suspend or terminate your account if you violate any of these terms and conditions or for any other reason determined by Sailia in its sole discretion.

      7. Finally, you acknowledge that Sailia may modify these terms and conditions at any time, and that your continued use of the Service after such modifications constitutes your acceptance of the modified terms and conditions.

   3. Termination of accounts

      1. Sailia reserves the right to terminate or suspend any User's account at any time for any reason, with or without notice. Reasons for termination may include, but are not limited to:

• Breach of these terms and conditions

• Violation of any applicable law or regulation

• User inactivity

• Request by law enforcement or government agency

• Technical or security issues or problems

• Any other reason determined by Sailia in its sole discretion

2. Upon termination or suspension of your account, your access to the Service will be immediately terminated, and you will not be entitled to any refunds or compensation for any unused portion of the Service.

3. Users may also terminate their account with Sailia at any time by contacting our customer support team. Upon termination of your account, all data and content associated with your account will be permanently deleted, and Sailia will not be liable for any loss or damage arising from the deletion of your account data.

4. Users who have purchased a subscription to the Service may be subject to additional terms and conditions related to cancellations and refunds, as outlined in the subscription agreement.

5. Finally, termination of your account does not relieve you of any obligations or liabilities that have accrued prior to termination, including any payment obligations or indemnification obligations.

4. Payment Terms

   1. Pricing and payment options

      1. Sailia is a B2B SaaS platform that does not charge our customers any fees for using our service. Instead, we charge the end user a 5% booking fee at checkout for making a reservation. For customers who take cash payments, we charge a 4% processing fee on all cash payments. This processing fee will be invoiced at the end of each month, or at the end of each quarter for any missed payments.

      2. Users may purchase a subscription to the Service using a valid credit card or other payment method accepted by Stripe. By purchasing a subscription, you authorise Sailia to charge the payment method associated with your account for the applicable booking fees and any additional charges or fees that may be incurred in connection with your use of the Service.

      3. Sailia may offer promotional pricing or discounts from time to time, which may be subject to additional terms and conditions as outlined in the promotional offer.

      4. All payments for booking fees are non-refundable, unless otherwise provided by applicable law or as outlined in the subscription agreement.

      5. In the event that a payment is declined or disputed, Sailia reserves the right to immediately suspend or terminate your account and access to the Service, and to seek any remedies available at law or in equity for any amounts owing to Sailia.

      6. Users are responsible for all taxes, duties, and other fees associated with their use of the Service, and agree to pay such amounts in a timely manner.

      7. Finally, Sailia reserves the right to modify its pricing and payment options at any time, and to offer different pricing and payment options to different Users at its sole discretion.

   2. Pricing and payment options

      1. Subscription fees for the Service are billed in advance on a monthly or annual basis, depending on the subscription plan selected. Users are responsible for ensuring that their payment information is up to date and accurate at all times, and for promptly updating their payment information in the event of any changes.

      2. Users may cancel their subscription to the Service at any time, but please note that all subscription fees are non-refundable. Upon cancellation, users will continue to have access to the Service until the end of their billing cycle, at which point access to the Service will be terminated.

      3. If a User wishes to dispute any charges, they must notify Sailia in writing within thirty (30) days of the charge in question, otherwise the User waives any right to dispute such charge.

      4. Sailia reserves the right to suspend or terminate a User's account and access to the Service in the event that any charges are declined or disputed, or if a User's subscription fees are overdue.

      5. Finally, Sailia reserves the right to modify its billing and cancellation policies at any time, and will provide Users with notice of any material changes to these policies.

   3. Refunds and credits

      1. Sailia does not issue refunds for booking fees or subscription fees, except as required by applicable law or as outlined in the subscription agreement. All fees paid are non-refundable, even if a User cancels their subscription or terminates their account before the end of their billing cycle.

      2. In the event of a billing error or disputed charge, Sailia may issue a credit or refund at its sole discretion. If Sailia determines that a credit or refund is warranted, the credit or refund will be issued to the payment method associated with the User's account, unless otherwise agreed in writing by Sailia.

      3. Users are responsible for reviewing their billing statements and reporting any errors or inaccuracies to Sailia in writing within thirty (30) days of the statement in question. Failure to notify Sailia of any billing errors or inaccuracies within this time period may result in the waiver of any right to dispute such charges.

      4. Finally, Sailia reserves the right to modify its refund and credit policies at any time, and will provide Users with notice of any material changes to these policies.

5. Intellectual Property

   1. Ownership of software and content

      1. Sailia owns all right, title, and interest in and to the Service, including all software, content, and intellectual property rights associated with the Service. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.

      2. Users may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, or sell any content or software associated with the Service without the prior written consent of Sailia.

      3. Users retain ownership of any data or content that they submit or upload to the Service. By submitting or uploading data or content to the Service, Users grant Sailia a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use, modify, publicly display, publicly perform, reproduce, and distribute such data or content solely in connection with the provision of the Service.

      4. Sailia respects the intellectual property rights of others, and expects its Users to do the same. If a User believes that their intellectual property rights have been infringed upon by content or software associated with the Service, they should contact Sailia's designated agent for notice of claims of infringement, as set forth in our Copyright Policy.

      5. Finally, Sailia reserves the right to modify, suspend, or discontinue the Service or any part thereof at any time, with or without notice. Upon any such termination, the rights and licences granted to Users herein shall automatically terminate, and Users shall immediately cease all use of the Service.

   2. User-generated content

      1. Sailia allows Users to submit or upload content, including but not limited to text, images, and videos ("User Content") to the Service. Users retain ownership of any User Content they submit or upload to the Service.

      2. By submitting or uploading User Content to the Service, Users grant Sailia a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use, modify, publicly display, publicly perform, reproduce, and distribute such User Content solely in connection with the provision of the Service.

      3. Users are solely responsible for any User Content they submit or upload to the Service, and represent and warrant that they have all necessary rights to submit or upload such User Content and that such User Content does not violate any third party rights or applicable laws.

      4. Sailia does not pre-screen User Content, but reserves the right to remove or disable access to any User Content that violates these Terms of Service or applicable laws, or that Sailia determines, in its sole discretion, is inappropriate or offensive.

      5. Users agree to indemnify and hold Sailia harmless from any claims, damages, or liabilities arising out of or related to their User Content, including but not limited to any infringement of third party rights or violation of applicable laws.

      6. Finally, Sailia does not claim ownership of any User Content submitted or uploaded to the Service, and Users may remove their User Content from the Service at any time. However, Users acknowledge that Sailia may retain copies of User Content for backup, archival, or audit purposes, and that User Content may continue to be publicly available through the Service even after removal.

   3. Restrictions on use of intellectual property

      1. All content and materials available through the Service, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software ("Service Content"), is the property of Sailia or its licensors and is protected by United States and international copyright laws.

      2. Users may not reproduce, modify, distribute, display, perform, or otherwise use the Service Content, except as expressly permitted by these Terms of Service or with the prior written consent of Sailia.

      3. Users may not use any trademarks, service marks, or logos displayed on the Service without the prior written consent of Sailia or the respective owner of such intellectual property.

      4. Any unauthorised use of the Service Content or intellectual property may result in legal action against the offending party.

      5. Sailia reserves all rights not expressly granted in these Terms of Service, and nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any intellectual property displayed on the Service without the prior written consent of Sailia or the respective owner of such intellectual property.

6. Data Privacy

   1. Collection and use of customer data

      1. Sailia collects and uses certain information about its customers to provide the Service and improve its offerings. This information may include personal information, such as name, email address, and payment information, as well as non-personal information, such as usage data and device information.

      2. Sailia may use customer data for the following purposes:

• To provide and maintain the Service;

• To personalise the user experience;

• To communicate with customers about the Service, including updates and promotions;

• To analyse usage and improve the Service;

• To process payments and provide customer support;

• To comply with legal obligations or protect against legal liability.

3. Sailia will not sell or rent customer data to third parties for marketing purposes. However, Sailia may share customer data with third-party service providers that assist with the provision of the Service or other business operations, such as payment processing or analytics.

4. Customers may have the right to access, correct, or delete their personal information collected by Sailia. Customers may also have the right to object to or restrict certain types of processing of their personal information.

5. By using the Service, customers consent to the collection and use of their information as described in this section. Customers also acknowledge that certain information, such as payment information, may be processed by third-party service providers as necessary to provide the Service.

2. Security and confidentiality measures

   1. Sailia takes the security and confidentiality of customer data seriously and employs a variety of measures to protect against unauthorised access, use, or disclosure. These measures may include:

• Use of SSL encryption for data transmission;

• Access controls and restricted user permissions;

• Regular security audits and monitoring;

• Implementation of industry-standard security protocols and practices.

2. Sailia also maintains appropriate administrative, technical, and physical safeguards to protect against unauthorised access, use, or disclosure of customer data. However, no system can be completely secure, and Sailia cannot guarantee the security of customer data.

3. Customers are responsible for maintaining the confidentiality of their login credentials and for any activity that occurs under their account. Customers should notify Sailia immediately if they suspect that their account has been compromised.

4. Sailia will comply with all applicable laws and regulations related to the protection of customer data, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

5. Customers may have the right to receive notification in the event of a data breach affecting their personal information.

6. By using the Service, customers acknowledge that no system can be completely secure, and agree to the collection, use, and disclosure of their information as described in this section.

3. User data ownership and access rights

   1. As between Sailia and its customers, customers retain ownership of all data and information that they provide to Sailia through the Service. Sailia does not claim any ownership rights in customer data.

   2. Customers may access and download their data at any time using the tools provided within the Service. Customers may also request that Sailia delete or modify their data, subject to certain exceptions and limitations as set forth in this Agreement.

   3. Sailia may retain and use customer data for as long as necessary to provide the Service and for other legitimate business purposes, such as recordkeeping, analytics, or compliance with legal obligations.

   4. Sailia may disclose customer data if required by law or if necessary to protect its rights or interests or those of its customers or users.

   5. By using the Service, customers acknowledge that they retain ownership of their data and agree to the collection, use, and disclosure of their data as described in this section. Customers also acknowledge that Sailia may process their data in accordance with this Agreement and applicable laws and regulations.

7. Liability and Indemnification

   1. Limitations of liability

      1. Sailia will not be liable to customers or any third party for any damages, including but not limited to direct, indirect, incidental, special, consequential, or punitive damages, arising out of or related to this Agreement or the use of the Service, even if Sailia has been advised of the possibility of such damages.

      2. In no way is Sailia liable for: 

• loss of profits;

• loss of sales or business;

• loss of anticipated savings;

• loss of use or corruption of software, data or information;

• loss of or damage to goodwill; and

• indirect, consequential or special loss; and

3. In no event will Sailia's liability exceed the amount paid by the customer to Sailia during the 3 months preceding the date of the claim.

4. Customers agree to indemnify, defend, and hold Sailia and its affiliates, officers, directors, employees, agents, and representatives harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to the customer's use of the Service or any violation of this Agreement.

5. Sailia makes no warranties, express or implied, with respect to the Service, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

6. Sailia will not be responsible for any delays, interruptions, or other failures to perform under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, acts of government, natural disasters, or telecommunications or network failures.

7. By using the Service, customers acknowledge and agree that Sailia's liability is limited as set forth in this section and that the limitations of liability are an essential element of this Agreement.

2. Indemnification of the Sailia

   1. Customers agree to indemnify, defend, and hold Sailia and its affiliates, officers, directors, employees, agents, and representatives harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to the customer's use of the Service, any violation of this Agreement, or any violation of applicable law or regulation.

   2. Customers agree to cooperate fully with Sailia in the defence of any claim. Sailia reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the customer, and the customer will not in any event settle any claim without the prior written consent of Sailia.

   3. This section will survive any termination or expiration of this Agreement.

3. Remedies for breach of agreement

   1. In the event of a breach of this Agreement by the customer, Sailia may pursue any legal or equitable remedies available to it under applicable law, including but not limited to, injunctive relief and specific performance, without the requirement of posting a bond or other security.

   2. Sailia may terminate this Agreement and/or the customer's access to the Service immediately upon notice of any breach. Any termination will be in addition to any other rights and remedies available to Sailia at law or in equity.

   3. The customer agrees that Sailia will not be liable to the customer or any third party for any termination of the Service or termination of the customer's access to the Service. The customer will remain liable for any fees or charges incurred prior to the effective date of termination.

10. Changes to the Agreement

    1. Right to modify terms and conditions

       1. Sailia reserves the right to modify or update these terms and conditions at any time, without prior notice to the customer. Any such modifications or updates will be effective immediately upon posting on the Sailia website or notifying the customer through the Service. It is the customer's responsibility to review these terms and conditions periodically to ensure they are aware of any changes.

       2. By continuing to use the Service after any modifications or updates have been made to these terms and conditions, the customer agrees to be bound by such modifications or updates. If the customer does not agree to the modified or updated terms and conditions, the customer should immediately discontinue using the Service and terminate this Agreement in accordance with the terms set forth above.

       3. Sailia may also introduce new features, functionality, or services to the Service at any time. Such new features, functionality, or services will be subject to these terms and conditions, unless explicitly stated otherwise.

       4. The customer acknowledges and agrees that Sailia may modify or discontinue the Service (or any part thereof) at any time, without prior notice to the customer. Sailia will not be liable to the customer or any third party for any modification, suspension, or discontinuation of the Service.

    2. Notification of Changes

       1. Sailia may modify these terms and conditions at any time, and such modifications will be effective immediately upon posting on the Sailia website or notifying the customer through the Service. It is the customer's responsibility to review these terms and conditions periodically to ensure they are aware of any changes.

       2. Sailia will make reasonable efforts to notify the customer of any changes to these terms and conditions that materially affect the customer's rights or obligations. Such notification may be made via email or through the Service.

       3. By continuing to use the Service after any modifications or updates have been made to these terms and conditions, the customer agrees to be bound by such modifications or updates. If the customer does not agree to the modified or updated terms and conditions, the customer should immediately discontinue using the Service and terminate this Agreement in accordance with the terms set forth above.

       4. If the customer has any questions or concerns about the modifications to these terms and conditions, the customer should contact Sailia's customer support team for assistance.

    3. Acceptance of revised terms and conditions

       1. By continuing to use the Sailia service following the effective date of any updates or modifications to these terms and conditions, you are indicating your acceptance of and agreement to be bound by the revised terms and conditions. If you do not agree to the revised terms and conditions, you must immediately cease all use of the Sailia service.

       2. Your continued use of the Sailia service constitutes your agreement to be bound by these terms and conditions, as well as any updates or modifications to these terms and conditions that may be made from time to time. If you do not agree to any such updates or modifications, you must immediately cease all use of the Sailia service.

       3. If you have any questions or concerns regarding these terms and conditions or any updates or modifications to these terms and conditions, please contact our customer support team for assistance.

11. Miscellaneous

    1. Entire agreement clause

       1. This Agreement, together with any additional agreements, policies or documents incorporated herein, constitutes the entire agreement between you and Sailia with respect to the use of our platform, and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Sailia. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorised representative of Sailia.

       2. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

       3. This Agreement may not be assigned or transferred by you without the prior written consent of Sailia. We may assign or transfer this Agreement, in whole or in part, without your consent or notice to you.

       4. By using Sailia, you acknowledge that you have read, understood and agreed to the terms and conditions of this Agreement, and any additional agreements, policies or documents incorporated herein. If you do not agree to these terms, you should not use Sailia.

    2. Severability Clause

       1. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the extent permitted by law. The parties will negotiate in good faith to replace any invalid or unenforceable provision with a new provision that achieves the original intended purpose to the maximum extent permitted by law.

    3. Assignment and delegation clause

       1. Assignment and Delegation. Neither party may assign this Agreement or delegate any of its obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without such consent to an entity that acquires all or substantially all of the assigning party's assets or business related to this Agreement. Any attempted assignment or delegation in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

    4. Waiver Clause

       1. Any failure or delay by Sailia in exercising any right, power, or privilege under this agreement shall not operate as a waiver thereof. Any waiver of a provision in this agreement shall only be effective if it is in writing and signed by an authorised representative of Sailia. A waiver of any provision of this agreement shall not be construed as a waiver of any other provision or a continuing waiver of the same provision in the future.