Terms of Service

These Terms of Service (Terms) are a contract between OKRA TECH FZCO (license number 3576) trading as OKRABOOK (Okrabook, we, us) and the organisation that subscribes to the Okrabook platform (the Customer, you).

Okrabook's details. Okrabook's registered address is Dtec, Dubai Silicon Oasis, Dubai, United Arab Emirates. Legal notices to Okrabook must be sent to [email protected], and billing and cancellation notices to [email protected], or to any other address Okrabook notifies to the Customer.

These Terms govern access to and use of the Okrabook platform, including the administrator web application, the customer-facing booking portal and mobile applications, the Helpdesk, and related documentation and services (together, the Platform).

You accept these Terms, and the Agreement comes into force, on the earliest of: (a) an authorised representative signing or e-signing an Order Form; (b) Okrabook receiving payment of the first invoice that references an Order Form; (c) completing the online sign-up process and ticking the acceptance box; or (d) any person you authorise accessing or using the Platform. If you do not agree to these Terms, do not order or use the Platform. Okrabook keeps a record of the version of these Terms accepted, the date and time of acceptance and the account or person that accepted them.

The person accepting confirms that they are at least 18 years old and have authority to bind the Customer. You confirm that you are contracting in the course of business and not as a consumer. If the Customer is an individual, nothing in these Terms excludes any right that cannot be excluded under applicable consumer protection law.

The Okrabook Privacy Policy at okrabook.com/privacy explains how Okrabook handles personal data. It is a notice provided for information and does not form part of the Agreement. Okrabook's binding commitments on Customer Data are set out in clause 13 and the Data Processing Addendum in Schedule 1.

Plans and Initial Term. Okrabook offers a monthly plan (one-month term, billed monthly) and an annual plan (twelve-month term, billed annually). The subscription starts on the date Okrabook provisions the Account (the Start Date) and continues for the period of the plan selected in the Order Form or online sign-up or, if none is selected, one (1) month (the Initial Term).

Automatic renewal. At the end of the Initial Term and each Renewal Term, the subscription renews automatically for a further period equal to the Initial Term (each a Renewal Term) at Okrabook's then-current Fees for the Customer's package, unless either party gives written notice of non-renewal before the Renewal Date.

Renewal Date is fixed. The Renewal Date is determined by the Start Date and does not move if a payment is made late or a suspension occurs. A Renewal Term runs from the Renewal Date regardless of when payment is received.

How to cancel. Notice of non-renewal may be given at any time before the Renewal Date, in writing by email to [email protected], or through any cancellation function provided in the Account. Okrabook will acknowledge within one (1) Business Day; a notice received before the Renewal Date is effective even if acknowledged afterwards. Cancellation takes effect at the end of the current Subscription Term; the Customer retains full access until then and no refund is due for the remainder of the term except as provided in clause 20.4.

Price changes on renewal. Okrabook may change the Fees for a Renewal Term by giving written notice at least thirty (30) days before a monthly Renewal Date, or at least forty-five (45) days before an annual Renewal Date. No price change applies to a Subscription Term that has already begun. The Customer may decline the change by giving notice of non-renewal under clause 4.2.

Upgrades, downgrades and switching plans. The Customer may upgrade to a higher package at any time; the difference is charged pro-rata for the remainder of the current Subscription Term. Downgrades take effect from the next Renewal Date. The Customer may switch from a monthly plan to an annual plan at any Renewal Date; the annual Fee is then payable in advance. A switch from an annual plan to a monthly plan takes effect at the end of the current annual term.

No pausing. Subscriptions cannot be paused, frozen or placed on hold, whether monthly or annual, and Fees accrue for the full Subscription Term whether or not the Customer uses the Platform during an off-season or holiday period. No Okrabook employee or representative is authorised to agree to a pause except through a written Order Form. A Customer that does not need the Platform for a period may cancel under clause 4.4 or, where Okrabook offers one, take an off-season package described in an Order Form.

Free trials. Where Okrabook offers a free trial, the trial does not convert automatically into a paid subscription and Okrabook will not charge the Customer at the end of it. To continue after the trial the Customer must actively select a plan and provide a payment method; otherwise access ends when the trial ends. Trials are provided as-is, without Support Services commitments, and may be withdrawn at any time.

Each Order Form is governed by these Terms. If an Order Form and these Terms conflict, the Order Form prevails for fees, term, renewal, Plan Limits, Professional Services scope and support commitments; these Terms prevail for everything else.

No terms contained in a Customer purchase order, email or other document form part of the Agreement, and any such terms are rejected.

Okrabook may correct obvious errors in an Order Form (such as arithmetic or pricing errors) by notice before the first Fee is paid.

Provisioning. Okrabook will create the Account and provide initial administrator credentials once the first Fee is received in cleared funds.

Licence. Subject to the Agreement, Okrabook grants the Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Platform through a supported web browser or the Okrabook mobile applications, for the Customer's internal business purposes and to offer bookings and payments to its End Users, in accordance with the Documentation.

Restrictions. The Customer must not, and must not permit anyone to: (a) sub-license, resell or make the Platform available to any third party other than its own staff and End Users; (b) copy, modify, reverse-engineer or create derivative works of the Platform; (c) use the Platform to build a competing product; (d) access the Platform by automated means except through interfaces Okrabook provides; (e) remove proprietary notices; or (f) use the Platform in breach of clause 7.

Users and credentials. The Customer is responsible for everyone who accesses the Platform through its Account, for keeping credentials confidential, and for promptly removing access for people who leave. The Customer must notify Okrabook immediately of any suspected unauthorised access.

Supported browsers and devices. The Platform supports the current release of Microsoft Edge, Mozilla Firefox, Google Chrome and Apple Safari, and the current and immediately preceding major versions of iOS and Android for the mobile applications. Okrabook may add or withdraw support on reasonable notice.

Control of the Account and ownership disputes. The Administrator of Record controls the Account, including who else has access and who is the billing contact, and Okrabook will act on that person's instructions. The Customer may change the Administrator of Record by written notice from the current Administrator of Record or from a director or owner of the Customer with supporting evidence of authority. Okrabook does not adjudicate disputes about ownership of, or access to, an Account or Customer Data between current or former owners, partners, staff or contractors of the Customer; those are for the Customer to resolve, and Okrabook may keep the Account in its existing state, or suspend changes to it, until it receives joint instructions or a court order.

Sale or transfer of the Customer's business. If the Customer sells or transfers its business or a venue that uses the Platform, the buyer must accept a new Order Form and these Terms before the Account is transferred. Until it does, the Agreement continues with the Customer, which remains liable for all Fees. Okrabook will not be liable for any delay in transfer caused by the buyer's failure to accept an Order Form.

Updates and Upgrades. Okrabook may apply Updates and Upgrades at any time and will use reasonable efforts to give notice of Upgrades that materially change functionality. The Customer accepts that features may be added, changed or retired over time, provided the core functionality subscribed to is not materially reduced during the current Subscription Term.

Beta features. Features marked as beta, preview or early access are provided as-is, may be withdrawn, and are excluded from the service-level commitments in clause 10.

The Customer must use the Platform lawfully and must not upload or transmit anything that is unlawful, infringing, defamatory, harmful to minors, or that contains malware. The Customer must not use the Platform to send unsolicited marketing, and must comply with the terms of each messaging channel it uses (including WhatsApp Business policies).

The Customer is responsible for its End User-facing terms, waivers, refund policies and safeguarding arrangements. Okrabook provides the tools; the Customer is the operator of its academy and the merchant of record for its own bookings.

Okrabook may remove content or suspend access under clause 20 if it reasonably believes this clause has been breached and will notify the Customer where practicable.

Messaging compliance. The Customer is solely responsible for the content of every message it sends through the Platform, whether by WhatsApp, SMS, email or push notification. Before sending any message the Customer will obtain every consent and give every notice required by applicable law, including the rules of the UAE Telecommunications and Digital Government Regulatory Authority and, where they apply, the GDPR, the UK Privacy and Electronic Communications Regulations, the US Telephone Consumer Protection Act and the CAN-SPAM Act. The Customer will honour opt-outs promptly and keep evidence of consents and opt-outs. Okrabook acts only as a technical conduit for these messages.

Account holder on the booking portal. Accounts on the Customer's booking portal and app are held by an adult: a parent or legal guardian, or an adult player. Where the Customer creates a player profile for a minor, the parent or guardian is the account holder and is responsible for all activity under that account. Okrabook does not contract with the minor.

Supervised access for 13–17 year olds. A parent or guardian may allow a player aged thirteen (13) to seventeen (17) to use the booking portal or app under the parent's account, for example to view schedules, attendance or progress. The parent remains responsible for supervising that use. Players under thirteen (13) are not given direct logins.

Consent for children's data. The Customer is responsible for giving any notice and obtaining any parental or guardian consent required by applicable law before entering personal data about a child into the Platform or enabling automated messages to a child, and for limiting the data it collects about minors to what it needs. Okrabook processes children's personal data only as the Customer's processor under clause 13, does not sell it, does not profile children for its own purposes and does not direct advertising at them.

The Customer's relationship with End Users. Bookings, payments, refunds, attendance, injuries, safeguarding and every other aspect of the relationship between the Customer and its End Users are the Customer's responsibility. Okrabook is not a party to that relationship and is not responsible for resolving disputes arising from it.

Children under thirteen. Where the Customer registers a child under thirteen (13) in the United Arab Emirates, or where applicable law otherwise requires it, the Customer will use the parental-consent step in the booking flow (or another verifiable method approved by Okrabook) to obtain the explicit consent of a parent or guardian before the child's personal data is processed, and will not disable that step. Okrabook will keep a record of each consent given through the Platform. Okrabook does not use children's personal data for commercial profiling or targeted advertising and does not allow third-party advertising on the booking portal or apps.

Onboarding. Where an Order Form includes Onboarding, Okrabook will deliver it once, at the start of the Initial Term. Unless the Order Form says otherwise, Onboarding covers: Account and branding setup; creation of the Customer's venues, staff, programmes and class structure; configuration of the Customer's first term (timetable, pricing and booking rules) from information the Customer supplies; connection of one payment gateway where separately quoted; one import of existing player data using Okrabook's standard template; one system review; and up to two remote training sessions of up to ninety (90) minutes each.

Customer dependencies. Professional Services depend on the Customer providing complete and accurate information, decisions and access when requested. Estimated timelines run from receipt of complete information and pause while any item is outstanding. Onboarding is deemed complete on go-live or sixty (60) days after the Start Date, whichever is earlier, unless the delay is caused by Okrabook.

Ongoing administration is the Customer's. After Onboarding, the Customer operates the Platform, including creating each new term, timetable and price list; managing staff, players and classes; and handling its End Users' bookings, cancellations and refunds. Okrabook supports that work through Support Services and the Documentation. Guidance on how to configure the Platform is Support; performing configuration or data entry on the Customer's behalf is a Professional Service.

Assisted Term Setup. On request Okrabook will build a term on the Customer's behalf from a completed Term Setup Form, at the fee stated in the Order Form or Okrabook's then-current price list, or as included in the Customer's package. Turnaround is five (5) Business Days from receipt of a complete form. Requests received fewer than five Business Days before the term start date may be declined or are subject to the surcharge stated in the price list.

Other Professional Services. Payment gateway connection, integrations, data migration beyond the standard template, custom workflows, additional training and other customisation are scoped and quoted in writing before work starts. Unless the quotation says otherwise, fees are payable in advance and are non-refundable once work has begun. Where work is quoted on a time basis, hours above the estimate are chargeable at the quoted rate after notice to the Customer.

Deliverables. Configuration and integration work performed for the Customer is licensed to the Customer for use with the Platform during the Subscription Term. Okrabook retains all rights in methods, templates, connectors and know-how, and may reuse them for other customers.

Support Services. Okrabook will provide the Customer with support during Business Hours through the Helpdesk and the channels stated in the Order Form or on the Okrabook website, consisting of: answering questions about how the Platform works; identifying and resolving defects in the Platform; and restoring availability.

Exclusions. Support Services do not include: training beyond that included in Onboarding; performing configuration, term setup, data entry or content creation on the Customer's behalf; support for Third-Party Services; issues caused by the Customer's configuration changes, devices, browsers or internet connection; or feature requests.

Priorities and response targets. Okrabook classifies tickets by priority and responds within the targets stated in the Order Form or, if none, Okrabook's published support policy. Messages received outside Business Hours are treated as received at the start of the next Business Day, except Priority 1 incidents (Platform unavailable for all the Customer's users, or online payments failing for all transactions) reported through the published out-of-hours channel, which Okrabook will respond to within sixty (60) minutes at any time. Response targets are commitments to acknowledge and begin work, not guarantees of resolution within a set time.

Availability. Okrabook targets monthly availability of the Platform of at least 99.5%, measured over each calendar month, excluding scheduled maintenance notified at least forty-eight (48) hours in advance, emergency maintenance, and unavailability caused by Third-Party Services, the Customer, or events outside Okrabook's reasonable control. The availability target is not a guarantee, and failing to meet it does not of itself entitle the Customer to a credit or refund.

Maintenance. Okrabook will use reasonable efforts to perform scheduled maintenance outside Business Hours and to notify the Customer through the Platform or by email.

Fees. The Customer will pay the Fees stated in the Order Form. Subscription Fees are invoiced and payable in full, in advance, for each Subscription Term: monthly on a monthly plan and annually on an annual plan.

Authorisation to charge. Where the Customer provides a payment card or other payment method, the Customer authorises Okrabook and its payment processor to charge that method for the Subscription Fee on each Renewal Date, for Professional Services and add-ons the Customer orders, and for any amounts unpaid from a previous billing period. Okrabook will issue a receipt for every charge.

Payment terms. Invoices are payable within seven (7) days of issue in the currency stated. The Account is provisioned on receipt of the first payment in cleared funds. The Customer bears its own bank charges.

Late payment and suspension. If any amount is more than seven (7) days overdue, Okrabook may, after giving seven (7) days' notice, suspend access to the Account until payment is received. Suspension does not extend the Subscription Term, move the Renewal Date or reduce the Fees due. Okrabook may charge the reactivation fee stated in its price list to restore an Account suspended for non-payment.

Collection costs. If Okrabook refers an overdue account to a collection agency or engages lawyers to recover amounts owed, the Customer will reimburse Okrabook's reasonable costs of collection, including agency fees, legal fees and court or arbitration costs, in addition to the amount owed.

Charge concerns and chargebacks. If the Customer believes a charge is wrong, it must raise the concern with Okrabook at [email protected] within thirty (30) days of the charge so that Okrabook can investigate and, where appropriate, refund it, before the Customer disputes the charge with its bank or card issuer. Nothing in this clause limits any right the Customer has under applicable law or its card issuer's rules. Where a chargeback is resolved in Okrabook's favour, or relates to services already delivered, Okrabook may recover the amount and any associated processing fees and may suspend or terminate an Account where chargebacks are raised repeatedly or in bad faith.

Refunds. Except where the Agreement expressly provides otherwise (clauses 11.6 and 20.4), Fees are non-refundable and no credit is due for any unused portion of a Subscription Term or for Professional Services once work has begun. Any goodwill credit Okrabook chooses to extend does not oblige it to do so again.

Taxes. Fees exclude VAT, sales tax, withholding tax and any other applicable taxes, which the Customer will pay in addition. If the Customer is required by law to withhold any amount, it will gross up the payment so that Okrabook receives the full Fee.

End User payments. Payments made by End Users are collected through the Customer's own payment gateway account and are not held by Okrabook. Okrabook is not a party to transactions between the Customer and its End Users and is not responsible for refunds, chargebacks or disputes on those transactions. Payment gateway fees are charged by the gateway to the Customer directly.

Invoice disputes. The Customer must raise any invoice dispute in writing within fifteen (15) days of the invoice date, stating the reason. Undisputed amounts remain payable on time.

Each package includes the Plan Limits stated on the Okrabook website or in the Order Form. An active player is a player profile with at least one booking, attendance record or payment in the preceding thirty (30) days.

If the Customer exceeds a Plan Limit for thirty (30) consecutive days, Okrabook will notify the Customer, and the Customer will move to the next package either from the next Renewal Date or, by agreement, immediately on a pro-rata basis. Okrabook will not delete Customer Data or block End User bookings because a Plan Limit is exceeded.

Usage-based charges for Third-Party Services (such as SMS or WhatsApp message fees) are separate from Plan Limits and are payable as stated in the Order Form or by the Customer directly to the provider.

Ownership. Customer Data belongs to the Customer. The Customer grants Okrabook a licence to host, copy, process, transmit and display Customer Data solely to provide, secure and support the Platform and to comply with the Agreement and applicable law. Okrabook does not use Customer Data for its own marketing and does not sell it. Okrabook uses Customer Data to improve its services only in aggregated and de-identified form under clause 13.7.

Roles. For End User personal data, the Customer is the controller and Okrabook is the processor acting on the Customer's instructions as set out in the Agreement. For personal data of the Customer's own staff and contacts used to operate the Account and the commercial relationship, Okrabook is a controller as described in the Privacy Policy.

Okrabook's processing commitments. Okrabook will: (a) process End User personal data only to provide the Platform and as instructed by the Customer through the Platform's features; (b) keep it confidential and ensure its personnel are bound by confidentiality; (c) implement appropriate technical and organisational security measures; (d) engage sub-processors only under written terms no less protective than this clause and follow the notice and objection process for sub-processors in Schedule 1; (e) assist the Customer, at reasonable cost, with End User data-subject requests and impact assessments; (f) notify the Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal-data breach affecting Customer Data, and give the Customer the information it reasonably needs to meet its own notification obligations; (g) delete or return Customer Data at the end of the Agreement in accordance with clause 13.6; and (h) comply with the Data Processing Addendum in Schedule 1, which prevails over this clause 13 on any matter it covers.

Customer's responsibilities. The Customer is responsible for: the accuracy and lawfulness of Customer Data; obtaining any consents and giving any notices required for End Users (including under clause 8.3) and for automated messaging; configuring privacy-related settings; and responding to End User rights requests. The Customer will enter special categories of personal data (such as health, medical or allergy information) only into fields designated for that purpose, which are restricted to staff with the relevant role, and is responsible for obtaining any explicit consent the law requires for that data. The Platform is not designed to meet the requirements of the US Health Insurance Portability and Accountability Act (HIPAA), and the Customer must not use it to store or process protected health information.

Data location and transfers. Customer Data is hosted in Germany. Okrabook may transfer Customer Data to sub-processors in other countries where necessary to provide the Platform, subject to appropriate safeguards required by applicable law.

Export and deletion. For thirty (30) days after the Agreement ends the Customer may export Customer Data using the Platform's export tools or request a standard export in a common machine-readable format at no charge. After that period Okrabook may delete Customer Data, subject to routine backup cycles (which are overwritten within 90 days) and any legal retention obligations.

Aggregated data. Okrabook may use data derived from use of the Platform in aggregated and de-identified form, which does not identify the Customer or any End User, to operate, benchmark and improve its services.

Backups. Okrabook maintains backups of Customer Data at least daily and retains them for at least thirty (30) days. Restoration of Customer Data deleted by the Customer's users may be offered as a chargeable service.

The Platform connects to Third-Party Services chosen or used by the Customer, including payment gateways, WhatsApp, SMS and email delivery providers, and integrations with external tools. Each Third-Party Service is governed by its own terms, which the Customer must accept directly. The Customer holds its own accounts with those providers and pays their charges.

Okrabook is not responsible for the availability, performance, security or acts and omissions of Third-Party Services, or for changes to their interfaces that affect a connection. Okrabook will use reasonable efforts to maintain published integrations but may withdraw an integration on reasonable notice if the third party ceases to support it.

The Customer authorises Okrabook to exchange Customer Data with Third-Party Services the Customer has connected, to the extent necessary for the connection to work.

Okrabook and its licensors own all intellectual property rights in the Platform, the Documentation, Okrabook's templates and connectors, and all Updates, Upgrades and improvements. Nothing in the Agreement transfers ownership to the Customer, and the Customer receives only the rights expressly granted.

The Customer owns its name, logos, branding and content, and grants Okrabook a licence to display them on the Customer's booking portal and app and to identify the Customer as a customer of Okrabook (the Customer may withdraw the latter by notice).

If the Customer provides suggestions or feedback, Okrabook may use them without restriction or payment.

Okrabook's source code will not be disclosed to the Customer. Okrabook does not offer escrow arrangements unless agreed in writing.

Each party will keep confidential all non-public information disclosed by the other in connection with the Agreement that is marked confidential or would reasonably be understood to be confidential, including pricing, Customer Data, and Okrabook's roadmap and technical information. Each party will use the other's confidential information only to perform the Agreement, and disclose it only to personnel and advisers who need to know it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law or court order (in which case the recipient will, where lawful, give prompt notice).

This clause survives for five (5) years after the Agreement ends, and indefinitely for Customer Data and trade secrets.

Okrabook warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term and that Professional Services will be performed with reasonable skill and care. The Customer's sole remedy for breach of this warranty is for Okrabook to correct the non-conformity or, if it cannot within thirty (30) days of written notice, for the Customer to terminate under clause 20.2 and receive the refund described in clause 20.4.

Each party warrants that it has authority to enter into the Agreement. The Customer warrants that it owns or has the rights necessary to Customer Data and that its use of the Platform complies with applicable law.

Except as expressly stated in the Agreement, the Platform is provided "as is" and Okrabook excludes all other warranties, conditions and terms, whether express or implied, including as to merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that the Platform will meet the Customer's requirements or produce any particular business results.

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, gross negligence or wilful misconduct, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Subject to clause 18.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, business, contracts or anticipated savings; (b) loss of or damage to goodwill or reputation; (c) loss or corruption of data, except to the extent caused by Okrabook's failure to maintain the backups described in clause 13.8; or (d) indirect, special or consequential loss, in each case however arising and even if advised of the possibility.

Subject to clauses 18.1 and 18.2, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the Fees paid or payable by the Customer to Okrabook in the twelve (12) months immediately preceding the event giving rise to the claim.

Okrabook is not liable for any loss arising from: Customer Data or the Customer's instructions; Third-Party Services; the Customer's failure to follow the Documentation or to keep credentials secure; the Customer's relationship with its End Users; or use of the Platform in breach of the Agreement.

The Customer acknowledges that the Fees reflect this allocation of risk and that Okrabook would not provide the Platform on the same terms without it.

Exclusions from the limits. Clauses 18.2 and 18.3 do not limit: (a) the Customer's obligation to pay the Fees; (b) either party's obligations under clause 19; (c) the Customer's liability for breach of clause 6.3 or for infringing Okrabook's intellectual property rights; or (d) either party's liability for breach of clause 16, except that Okrabook's liability in connection with Customer Data remains subject to clause 18.3.

By Okrabook. Okrabook will defend the Customer against any third-party claim that the Platform, used in accordance with the Agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. If such a claim arises or is likely, Okrabook may modify or replace the affected part of the Platform, obtain a licence, or terminate the affected subscription and refund prepaid Fees for the unexpired term. This indemnity does not apply to claims arising from Customer Data, Third-Party Services, or combinations or modifications not made by Okrabook.

By the Customer. The Customer will defend and indemnify Okrabook against any third-party claim, fine or loss arising from Customer Data, the Customer's End User relationships (including payment disputes, injuries or safeguarding matters at the Customer's activities), or the Customer's breach of clauses 7, 8.3 or 13.4.

Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement admits fault on behalf of the indemnified party without its consent), and give reasonable assistance at the indemnifying party's cost.

Suspension. Okrabook may suspend access to all or part of the Platform, giving as much notice as is reasonably practicable, if: (a) Fees are overdue under clause 11.4; (b) Okrabook reasonably believes the Account is being used in breach of clause 7 or poses a security risk; (c) chargebacks are raised repeatedly or in bad faith under clause 11.6; or (d) suspension is required by law. Okrabook will restore access promptly once the reason for suspension is resolved.

Termination for breach. Either party may terminate the Agreement by written notice if the other party materially breaches it and, where the breach can be remedied, fails to remedy it within thirty (30) days of a written notice describing the breach; or if the other party becomes insolvent, enters liquidation or administration, or ceases to trade.

Termination by Okrabook for non-payment or misuse. Okrabook may terminate immediately by notice if Fees remain unpaid fifteen (15) days after a suspension notice, or if the Customer's breach of clause 7 is serious or repeated. On termination under this clause, the Fees for the remainder of the current Subscription Term, which the Customer committed to pay when that term began, become immediately due, in addition to any amounts already outstanding, and no refund is due.

Effect of termination. On expiry or termination: (a) the Customer's right to use the Platform ends after any applicable notice period; (b) clause 13.6 applies to Customer Data; (c) all Fees due for the period up to termination remain payable; (d) if the Customer terminated under clause 20.2 for Okrabook's breach, Okrabook will refund the pro-rata portion of prepaid Subscription Fees for the unexpired Subscription Term; and (e) clauses 6.6, 8.4, 11, 13 and Schedule 1 (for as long as Okrabook holds Customer Data), 14.2, 15, 16, 17.3, 18, 19, 20.3, 20.4 and 22, and any other provision that by its nature is intended to survive, survive.

Discontinuance. If Okrabook decides to discontinue the Platform generally, it will give at least ninety (90) days' notice and refund prepaid Subscription Fees for any unexpired period.

Okrabook may update these Terms from time to time. Each version carries a version number and effective date, and Okrabook keeps an archive of previous versions available on request.

For existing Customers, Okrabook will give at least thirty (30) days' notice of updated Terms by email or through the Platform, and the updated Terms take effect from the start of the first Renewal Term that begins after that notice period. If the Customer does not accept the updated Terms, it may give notice of non-renewal under clause 4.2.

Changes required by law, or that reduce Okrabook's obligations only in a way that is not material to the Customer, may take effect on thirty (30) days' notice. Changes to the Privacy Policy are made as described in that policy.

Governing law and jurisdiction. The Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of the Emirate of Dubai and, to the extent applicable, the federal laws of the United Arab Emirates. Subject to clause 22.2, any such dispute will be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC) in force at the time. The seat of arbitration is Dubai, the tribunal will consist of one arbitrator, and the language of the arbitration is English. However, Okrabook may bring proceedings to recover unpaid Fees in any court with jurisdiction over the Customer. Nothing in this clause deprives a Customer of the protection of mandatory provisions of the law of the country in which it is established.

Dispute resolution. Before starting arbitration or other proceedings, the parties will try to resolve any dispute by escalation to senior management of each party within twenty (20) Business Days of a written request. This clause does not prevent either party from seeking urgent injunctive relief.

Notices. Notices must be in writing and sent by email to the addresses on the Order Form (for Okrabook, the addresses in clause 1.2) or as later notified. Emails are deemed received on the next Business Day. Helpdesk tickets are not notices unless expressly marked as a notice of non-renewal or termination.

Electronic communications. The Customer agrees to receive service communications from Okrabook by email, in-app message and WhatsApp, including receipts, outage and maintenance notices and changes to these Terms. Marketing communications may be opted out of at any time as described in the Privacy Policy.

Force majeure. Neither party is liable for any delay or failure (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, industrial action, failure of public utilities or telecommunications, or acts of government. The affected party will notify the other and use reasonable efforts to mitigate.

Assignment. The Customer may not assign or transfer the Agreement without Okrabook's prior written consent, not to be unreasonably withheld, and clause 6.7 applies to any sale of the Customer's business. Okrabook may assign the Agreement to an affiliate or to a successor in a merger, acquisition or sale of assets, on notice.

Subcontracting. Okrabook may use subcontractors and sub-processors to provide the Platform and Professional Services and remains responsible for their performance.

Sanctions and export control. The Customer confirms that it is not subject to sanctions imposed by the UAE, the United Nations, the United States, the United Kingdom or the European Union, and will not use the Platform in breach of applicable sanctions or export-control laws.

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, representations and understandings. Each party confirms it has not relied on any statement not set out in the Agreement. Nothing in this clause limits liability for fraud.

Waiver and severance. A failure or delay in exercising a right is not a waiver of it. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remainder continues in force.

Relationship and third parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and no person other than the parties has any right to enforce it.

Language. The Agreement is in English. Any translation is for convenience only and the English version prevails.

Electronic acceptance. The Agreement may be accepted electronically, and electronic signatures and records have the same effect as originals.

Scope and precedence. This Schedule applies whenever Okrabook processes End User personal data on the Customer's behalf. It prevails over the rest of the Agreement on any data-protection matter.

Description of the processing. Subject matter: provision of the Platform. Duration: the Subscription Term and the export and deletion period in clause 13.6. Nature and purpose: hosting, storage, display to authorised staff, booking management, attendance tracking, messaging, passing payment instructions to the Customer's gateway, support and backup. Data subjects: End Users (players, students, parents, guardians and emergency contacts) and the Customer's staff. Personal data: identity and contact details, date of birth, age group, gender, enrolment, attendance, skill and performance notes, booking and payment history, messages, login and device data and, where the Customer uses designated fields, health, allergy and photo data.

Instructions. Okrabook will process the personal data only on the Customer's documented instructions, which are the Agreement and the Customer's configuration and use of the Platform. Okrabook will tell the Customer promptly if, in its opinion, an instruction infringes applicable data-protection law.

Sub-processors. The Customer authorises Okrabook to use the sub-processors listed in Annex A to this Schedule. Okrabook will give the Customer at least thirty (30) days' notice by email of any new sub-processor, together with an updated Annex A. The Customer may object on reasonable data-protection grounds within that period. If the parties cannot resolve the objection, the Customer may terminate the affected subscription by notice and receive a pro-rata refund of prepaid Fees for the unexpired Subscription Term. Okrabook remains responsible for its sub-processors.

Security. Okrabook will maintain at least the following measures: encryption of personal data in transit and at rest; role-based, least-privilege access for its personnel; multi-factor authentication for administrative access; logging and monitoring; daily backups retained for at least thirty (30) days; secure development and vulnerability management; and confidentiality obligations for all personnel and sub-processors.

Assistance. Taking into account the nature of the processing, Okrabook will assist the Customer, at reasonable cost, with responding to data-subject requests, security obligations, personal-data breach notifications, data protection impact assessments and consultations with regulators.

Audit. Okrabook will make available the information reasonably necessary to demonstrate compliance with this Schedule and will answer a reasonable security questionnaire once a year. Where a regulator requires it or following a personal-data breach, Okrabook will allow an audit by the Customer or an independent auditor bound by confidentiality, on at least thirty (30) days' notice, during Business Hours and at the Customer's cost.

International transfers. Customer Data is hosted in Germany. Where personal data subject to the GDPR or UK GDPR is transferred to a country without an adequacy decision, the parties agree to the European Commission's Standard Contractual Clauses (Decision (EU) 2021/914, Module 2 or 3 as applicable) and, for UK data, the UK International Data Transfer Addendum, which are incorporated by reference. Transfers of personal data subject to the UAE Personal Data Protection Law will be made only to jurisdictions with adequate protection or under safeguards that law permits.

Customers that cease trading. If the Customer has ceased trading or does not respond within thirty (30) days to a request passed on by Okrabook, the Customer authorises Okrabook to respond directly to an End User's request to access, correct or delete their personal data.