Palarena Professional Services Agreement — Clubs

Version 2026-10-14 — effective October 14, 2026

The Agreement is entered into between PALARENA, a French simplified joint-stock company (SAS) with share capital of €1,000, 138 avenue Victor Hugo, 75016 Paris, registered with the Paris Trade and Companies Register (RCS Paris) under number 131461048, hereinafter “Palarena”, and the Club, the professional club, association or authorized organization identified in the Order Form, represented by the person who accepts it.

1. Purpose and applicable documents

Palarena provides the Club’s management software, the publication of its offers, booking and the features ordered. The Club sells and provides the sports services; Palarena provides the digital service. Online payments for sports services are made directly on the Club’s Stripe account.

In the event of a contradiction, the following prevail in this order: the Order Form, the signed special terms, this Agreement, then its Payment, Data and Reversibility annexes, subject to mandatory provisions. The Club’s general terms of sale to its players do not modify this Agreement.

2. Professional account

The signatory is authorized to bind the Club. The Club keeps its information accurate, assigns named accounts and appropriate rights, protects access and revokes access that is no longer needed. It is liable for the actions of its users, except in the event of a failure by Palarena or of a compromise reported promptly despite reasonable precautions.

3. License and content

For the term of the Agreement and subject to payment of the sums due, the Club has a non-exclusive, non-assignable right of use for its professional needs. It may not resell the service, circumvent its security, access the data of other Clubs, extract its protected data in bulk or make unlawful use of it, subject to mandatory rights.

Palarena and its licensors retain their rights in the software. The Club retains its rights in its content and authorizes its hosting, technical adaptation and display to the extent necessary for the service, for its listing and for the presentation of its offers. Any external advertising use mainly based on its identity requires its agreement.

4. Obligations of the selling Club

The Club is liable for the accuracy of its offers, prices including all taxes, availability and its access, cancellation and refund terms. It provides and maintains its identity, its contact details, its terms of sale and the required mediation and insurance information, as well as its practice instructions.

It holds the rights in its content and the authorizations, qualifications and insurance its activity requires; it ensures the safety of the facilities and the coaching announced. It complies with consumer rights and with the rules on data protection and marketing. It performs the confirmed commitments and handles complaints. It promptly reports any closure, loss of insurance, ban, incident or other fact compromising the safety or lawfulness of its offer.

5. Publication and booking

The Club configures its offers and confirms the information used for its seller documents. Palarena may refuse an incomplete or unlawful publication. Technical rendering and publication do not constitute a certification of the Club.

The Club authorizes Palarena to present its offers, receive and confirm orders according to its settings, send the necessary communications and keep the evidence. Later changes do not alter the prices, rules and services already accepted.

6. Listing

Listing requires a compliant Club page, an active SaaS right and, for online payment, the necessary Stripe capabilities. The criteria are explained in the information on intermediation. Results are ranked by distance and then by a stable identifier, after the filters chosen. No payment buys a better position; no sponsored offer is available.

7. SaaS subscription

Price, renewal and promotion

The Order Form sets the features, the price excl. VAT, the taxes, the currency, the billing frequency, the dates and any promotion. The offer is €149 excl. VAT per month or €1,490 excl. VAT per year, in EUR, paid in advance and renewed automatically unless terminated. Stripe Billing processes this subscription on behalf of Palarena; invoices and the payment method are accessible in the portal.

Prices are stated excluding taxes. The VAT legally applicable is added; the total amount is shown before the order is confirmed.

The price excl. VAT of a subscription maintained without interruption or change of plan is kept at its renewals. The new catalog applies to new subscriptions; a statutory change in taxes still applies.

A valid code may grant 90 days free, once per Club, according to the dates and eligibility displayed. It is neither automatic nor retroactive. The summary shows the first charged payment date and the ones that follow. Terminating during the trial prevents the scheduled paid renewal.

Activation, past-due payment and ordinary termination

The first subscription requires the prerequisites displayed: published seller information, an up-to-date venue, approval and activation of the Club and an operational Stripe account. A request for supporting documents by Stripe that leaves the capabilities active does not terminate the SaaS. An actual restriction may block only the operations concerned, without erasing earlier obligations.

The Club stops the renewal from the portal. Ordinary termination takes effect at the end of the period, with no proration except for a legal right or non-performance giving rise to restitution. In the event of a past-due payment, the period allowed to settle it and the consequences are indicated in the Order Form and in the notifications; the tracking of operations already completed continues.

Early exit for reversibility

An early end for switching providers or for erasure with end of service follows the Reversibility annex. Switching operations are free of charge and are not blocked by a contested statement.

For the monthly subscription paid in advance, the price is retained pro rata to the days of service; the remainder is refunded. For the annual subscription, the days provided are valued at the reference monthly rate locked in at subscription, up to the limit of the annual payment made:

Amount retained = min(A, 12 × M × d / D), rounded to the cent; refund = A − amount retained.

A is the annual price excl. VAT paid, M the reference monthly rate excl. VAT accepted and kept at the renewals of the maintained subscription, D the actual number of days in the annual period and d the days of service up to the end, between 0 and D. The trial remains free and earlier periods are not recalculated. No exit surcharge is added. This valuation at the monthly rate does not apply in the event of non-performance by Palarena or of a different mandatory refund. The statement and the taxes are adjusted; the balance due is returned within thirty days.

8. Fees on sports sales

Palarena charges no commission on sports sales and no service fee to the player. The Club bears the fees of its payment service provider under their separate agreement. No per-payment Palarena fee is added to the SaaS.

9. Invoices, taxes and declarations

The Club determines the tax treatment of its sales and provides the required supporting documents; Palarena may transmit them on its behalf. Palarena invoices its own services to the Club, which keeps its billing data up to date.

Invoices are payable on the announced due date, with no early-payment discount. In the event of late payment between professionals, penalties accrue without a reminder at the European Central Bank’s refinancing rate for the half-year plus ten percentage points, with a fixed recovery charge of €40 and additional costs justified under the legal conditions; the exceptions relating to insolvency proceedings (procédures collectives) apply.

Each Party complies with its tax and reporting obligations. The Club provides the data needed for the applicable platform obligations, in particular DAC7; Palarena informs it of the data reported where required.

10. Availability and assistance

Palarena uses the reasonable means of a professional to ensure availability, security and maintenance. A significant planned interruption is announced where possible. Support is available at contact@palarena.com. Unless there is a written commitment, no uninterrupted availability or set resolution time is guaranteed.

11. Data and export

The Club accesses the data of its own activities and customers, without access to players’ relationships with other Clubs. It may retrieve its data and switch providers under the Reversibility annex, incorporated into the Agreement. Palarena may produce truly anonymous statistics for the operation of the service.

12. Confidentiality

Each Party protects the non-public information received from the other, uses it for the Agreement and limits access to it to persons who need it and are bound by confidentiality. Information that has become public without fault, was lawfully known or was developed independently is excluded. A legally required disclosure is limited to what is necessary and announced where permitted.

13. Security

Each Party protects its accounts and systems and reports without undue delay any incident affecting the service or the data. Palarena’s measures are set out in the Data annex. The Club never enters a full card number or card security code in the software.

14. Service providers

Palarena may use the service providers necessary for the service. The list of service providers and the Data annex specify the roles and how a subprocessor is changed.

15. Liability and insurance

Each Party is liable for the direct damages resulting from its proven breach. The Club is liable for its offers and services; Palarena is liable for its services and technical instructions.

Except in the case of bodily injury, willful misconduct (dol), gross negligence (faute lourde), breach of confidentiality, harm to data attributable to the Party, infringement of intellectual property rights or liability that cannot be limited, cumulative liability over twelve months is capped at the sums excl. VAT paid or due to Palarena in the twelve months preceding the event giving rise to liability, with a minimum equal to one year of subscription under the plan subscribed to, including during the trial. This cap reduces neither a payment debt nor a refund due. Indirect damages are excluded, subject to mandatory provisions.

The Club maintains the insurance needed for its services. Palarena may request a supporting document for a targeted check.

16. Restriction and suspension

Palarena may restrict the features affected by a breach, fraud, a past-due payment, inaccurate information, a loss of insurance or authorization, unlawful content, a payment restriction or a security risk. The measure is proportionate.

The reasons and the means of contesting the measure are communicated on a durable medium before or at the time of the measure, save for a legal exception. Urgency allows immediate protection without setting aside this information where it is due. The Club may contest free of charge at contact@palarena.com; its request is examined within a reasonable time.

17. Term and termination

The Agreement applies for as long as the account, the subscription or operations remain active. Ordinary termination follows Article 7. A serious breach not remedied within thirty days of formal notice (mise en demeure) may lead to termination, subject to the legal notice periods.

Palarena gives reasons for a total termination of the intermediation service on a durable medium at least thirty days before it takes effect, save for a legal exception. Orders, refunds, evidence and other accrued obligations continue to be handled; the necessary clauses survive for as long as they are relevant.

18. Changes

Palarena notifies changes on a durable medium at least fifteen days before they take effect, or longer if a significant adaptation is needed. The Club may terminate before the notice period expires. The exceptions are limited to legal obligations preventing this period and to unforeseen and imminent dangers.

No change applies retroactively to locked-in operations or paid periods; the price retention provided for in Article 7 remains.

19. General provisions

Any assignment of the Agreement by the Club requires Palarena’s agreement, except for a universal transfer of assets (transmission universelle de patrimoine) with notice and equivalent guarantees. Palarena may transfer it together with its business without reducing the Club’s rights. The invalidity of one clause does not invalidate the others. The Parties remain independent; the technical authorizations are not a general mandate.

Notices are sent to the contractual email addresses designated by the Club.

20. Governing law and disputes

French law applies. The Parties seek an amicable solution for thirty days after a written complaint, without preventing urgent or protective action. Failing that, the competent courts are those determined by law; no exclusive territorial jurisdiction is imposed.

21. Add-ons and email top-ups

The features, price excl. VAT, taxes, dates and billing frequency of each add-on are set before ordering. Recurring add-ons are monthly and can be terminated at the end of the paid period; they end no later than the SaaS right. A past-due payment opens a period of seventy-two hours to settle it before suspension. Rights for non-performance remain.

WhatsApp: the Club connects an account it is authorized to use and chooses the groups, content and posting frequency. It complies with the rules of the service and the rights of members, informs them of the automation and can show the agreements or exceptions needed for marketing, with a simple way to object. Being in a group does not amount to general consent. Palarena processes the data for this feature under the Data annex. Sending depends on the connection and on posting rights; no delivery or reading is guaranteed. Disconnecting stops new posts, without erasing copies already received.

White label: the add-on customizes the appearance of the web app after explicit publication and, for hosted campaigns, removes “via Palarena” from the sender name. Addresses, legal notices and contracts remain identifiable. The Club holds the rights in its trademarks and content. A custom domain or a native app is not included. When the right ends, the Palarena appearance returns.

Email top-ups: the quantity, price and expiration date are displayed before the one-time purchase, with no renewal or automatic purchase. A send accepted by the provider uses one unit per recipient; delivery is not guaranteed. The included monthly volume does not roll over. Purchased units remain separate, require active SaaS access and do not expire later because of a suspension or termination. They do not constitute a refundable money balance merely because the SaaS ends, subject to a legally due refund or non-performance attributable to Palarena. A top-up allows neither circumventing an opt-out nor sending unauthorized marketing. The summary keeps these terms and the values of the top-up; it forms part of the Order Form.

Annex 1 — Payment and technical mandate

A.1. Roles

The Club is the seller and beneficiary of the sports sales. It accepts the Stripe terms, maintains its account and has its full dashboard. Stripe provides the payment services, collects its fees and handles losses under its agreement; no debt of the Club or obligation to refund is extinguished. Palarena guarantees neither account validation nor payout timing.

A.2. Authorized instructions

The Club authorizes Palarena to prepare payment methods, create, authorize, capture, cancel and refund payments, receive events and reconcile operations in accordance with the accepted terms. These instructions do not allow changing the price or the destination of the funds and do not make Palarena the sports provider or a payment service provider.

A.3. Payment and refunds

The summary indicates immediate or deferred payment, its payment dates and the cancellation fees. The card may be prepared before the card hold, then a card hold requested as the time approaches and the charge made at the start of the court booking or of the activity. The optional choice to save a card for future purchases remains separate from the mandate for the order.

Before capture, a card hold that is not due is released; only the accepted cancellation fees may be captured. After capture, the refund goes back to the original payment method. A full refund that is due cannot be reduced by the Club’s professional fees. The Club funds refunds and disputes; a delay or failure on the provider’s side does not extinguish its debt. Palarena tracks the actual status and cooperates on evidence and disputes, without a double refund.

A.4. Paid at the club, club credit and card terminal

Sums paid at the club, in cash or by card, are collected by the Club, which issues the supporting document and refunds directly. Club credit remains a debt of the Club alone to its customer; Palarena keeps its technical register and the booking returns, without receiving the funds or offering transfers between Clubs.

For supported sales in France and in EUR, the Club may connect its SumUp account and a compatible SumUp Solo card terminal. Palarena sends the request and reconciles the confirmed result; an accepted request is not a successful payment. An uncertain result is reconciled before any new collection. The Club refunds in SumUp; Palarena reconciles the available facts. A card receipt does not automatically replace the sales invoice.

Annex 2 — Data protection

B.1. Roles

Palarena is the controller for its processing relating to the global account, intermediation, platform-wide sports features, security and the commercial relationship. The Club is the controller for its offers, services, customers and own obligations.

For the management data entrusted to it on the Club’s instructions, Palarena is a processor; this annex constitutes the agreement under Article 28 of the GDPR. The Club determines the content and recipients of its campaigns and posts. Its files are not used for marketing by Palarena or by another Club.

B.2. Processing entrusted to Palarena

B.3. Instructions

Palarena processes data only on documented instructions resulting from the Agreement and from the Club’s authorized actions, including for transfers, unless a legal obligation applies, of which it informs the Club where permitted. It reports an instruction that appears unlawful and may suspend it.

An email campaign requires a verifiable agreement specific to the Club and to the address, and respects opt-outs and the provider’s restrictions. A contact, a booking or a top-up does not create this agreement. A message already handed to the provider cannot be recalled.

B.4. Confidentiality

Access is limited to persons who are authorized, trained and bound by confidentiality. The Club applies the same principles to its accounts and exports.

B.5. Security

Palarena applies measures suited to the risk: encrypted communications, protection of storage, logical separation of Clubs, access control, patches, protected secrets, backups and recovery, logging of sensitive activity and incident management. Their description is available to the Club; their evolution does not substantially reduce the agreed protection. No certification or guaranteed availability is implied.

B.6. Subprocessors

The Club authorizes the subprocessors on the current list. An addition or replacement is announced at least fifteen days before the processing to allow a reasoned objection. Failing a reasonable solution, the affected feature may be terminated. Urgency does not set aside the required prior authorization. Palarena imposes equivalent obligations and remains responsible for their performance.

B.7. Transfers

A transfer outside the EEA requires the mechanism applicable to the recipient: adequacy within its exact scope or appropriate safeguards, in particular standard contractual clauses and the necessary supplementary measures. The countries and safeguards are described in the list of service providers; the Agreement does not replace them.

B.8. Assistance

Palarena helps the Club respond to individuals’ rights and fulfill its obligations regarding security, notification, impact assessment and prior consultation. A request relating exclusively to the Club’s file is forwarded to it without undue delay; the part that falls to Palarena is handled by Palarena. Manifestly excessive assistance outside the standard service may be invoiced after agreement.

B.9. Data breach

Palarena notifies the Club without undue delay after becoming aware of a breach of the data entrusted to it, with the available facts, likely consequences, measures and contact, and then supplements its information. The Club decides on its notifications to the authorities and to individuals; Palarena assists it.

B.10. End of processing

At the Club’s choice, the data entrusted is returned or deleted under the Reversibility annex; copies are deleted unless a legal obligation applies. Backups remain isolated until their cycle expires; erasures are reapplied upon a restoration. The evidence kept by Palarena for its own obligations follows its separate purpose and retention period.

B.11. Information and audits

Palarena provides the information demonstrating compliance with this annex and allows the necessary audits, including inspections. In ordinary circumstances, the Parties favor a documentary review with thirty days’ notice; the method, timing and frequency are adapted to an incident, a justified doubt or a request from an authority. Other customers and security secrets are protected. Costs are borne by the Club, except in the event of substantial non-compliance by Palarena.