Terms of service

Here is the clear and structured English translation of the HW & SW Terms and Conditions of Sale:

Terms and Conditions of Sale for Hardware and Software Products

These terms and conditions of sale (“Terms of Sale”) form an integral part of the contract entered into between K-SPORT WORLD SRL, Via Annibale Mengoli 23, 61122 Pesaro (PU), Italy, VAT No. 02758950410, IBAN IT97 N 05034 12803 000000023327 (“K-SPORT”) and the buyer, licensee, or bailee of the goods and services described in the sales contract (the “Customer”), and supplement the EULA - GENERAL TERMS OF USE FOR SOFTWARE PRODUCTS AND UPDATE, ASSISTANCE, AND MAINTENANCE SERVICES (the “General Terms”).

The Terms of Sale specifically govern the transfer of Hardware and the related licensing of Licensed Materials and Software components strictly necessary for the operation of the Hardware specified in the Contract, in accordance with Section 2.A below.

1. Definitions

  • A. "Hardware": The device system, as further described in the Contract.

  • B. "Software": Each of the software applications specified in each individual Order.

  • C. "Materials": The Software and related technical and informational documentation made available by K-Sport.

  • D. "Services": The services as described in the Contract.

  • E. "Collaborator(s)": Any person employed by the Customer during the term of the Contract who has access to the Materials described under points A, B, C, and D.

  • F. "Contract Activation Date": The date specified in the Contract.

  • G. "Contract End Date": The date specified in the Contract.

  • H. "Contract": Refers collectively to: the General Terms (EULA), these Terms of Sale, the attachment Hardware and Vest: Safety Information and Warranty Limitations, the Supplementary Conditions, the Service Offer issued by K-Sport and signed by the Customer (the “Order”), the relevant appointment of Data Processor pursuant to Art. 28 GDPR, any technical documentation delivered to the Customer, subscription forms, and online instructions for Software use. All above documents form an integral part of the Contract.

2. Description of Contents / Products / Services / Additional Rights

A. Non-Exclusive License and Limitations

The license granted by K-SPORT under these Terms of Sale is governed by the General Terms, unless expressly provided otherwise herein. In any case, the license granted under the Contract is understood to be:

  1. Non-exclusive

  2. For consideration (fee-based)

  3. Revocable

  4. Non-sublicensable, non-assignable, or otherwise non-transferable to third parties without the prior written consent of K-Sport

  5. Valid only for the duration of the Contract (or any shorter period specified therein)

  6. Limited to lawful internal business operations of the Customer (e.g., analysis, performance, and training) solely in connection with the Hardware.

The Licensed Materials remain the exclusive property of K-SPORT, which retains all intellectual property and proprietary rights. The Customer shall not allow credentials (usernames/passwords) for Licensed Materials to be used by anyone other than its Collaborators. No additional rights or implied licenses are granted.

Licensed Materials must not be copied, reproduced, retransmitted, sold, licensed, distributed, or reverse-engineered. Upon expiration or early termination of the Contract, the licensee's right to access the Materials shall cease immediately. The Customer assumes full liability to K-Sport and its affiliates for any unauthorized third-party access resulting from the Customer's actions or omissions.

B. Sale, Operational Lease, or Free Loan (Comodato) of Hardware and SW License

K-Sport sells and the Customer acquires the Hardware described in the Contract. The Customer becomes the owner of the Hardware in case of sale only once K-Sport receives full payment. Under any other setup (such as operational lease or free loan/comodato), the Customer agrees to return the Hardware at the end of the Contract.

The Customer may buy back Hardware provided under lease or loan at a price and under terms agreed upon with K-Sport.

Where Equipment is provided on an operational lease or loan (comodato) basis:

  • K-Sport grants the right to use the equipment during the Validity Period. Ownership remains with K-Sport at all times.

  • Customer Obligations:

    • Keep Equipment in good working order and repair it (normal wear and tear excepted).

    • Keep Equipment in safe custody and under direct possession/control at all times.

    • Notify K-Sport within 24 hours of discovering any loss, theft, damage, destruction, or unusability.

    • Do not sell, assign, lend, sublicense, encumber, or allow non-personnel to use the Equipment without written consent.

Where Equipment is provided on a prepaid purchase basis:

  • Ownership remains with K-Sport until the earlier of: (i) full payment by the Customer; or (ii) contract termination/expiration.

  • Until title passes, K-Sport reserves the right to modify the Goods, and the Customer holds them as a fiduciary agent and bailee, keeping them clearly identified as K-Sport property, properly stored, protected, and fully insured.

C. Hardware Warranty

Hardware warranty is provided by K-SPORT for two (2) years from the date of sale, or for the full duration of the lease/loan period. The warranty covers electronic component failures only and explicitly excludes issues resulting from improper use, maintenance, or storage as outlined in the attached warranty documentation ("HW and Apparel Warranty").

3. Financial and Commercial Terms

A. Payment Obligations and Late Payment Interest

In consideration for the rights, license, and hardware provided, the Customer shall pay K-Sport the total aggregate amount specified in the Contract (excluding VAT, taxes, customs, and shipping fees).

In case of delayed or failed payment, default interest pursuant to Italian Legislative Decree No. 231/2002 shall automatically apply to overdue amounts without requiring prior notice or formal demand.

B. Early Termination

In the event of early termination by the Customer, and in light of special financial terms granted, the Customer remains obligated to pay the full remaining balance of the agreement. Payment obligations persist regardless of early termination. Amounts already paid are non-refundable and will be applied toward the total balance due.

C. Service Suspension

In the event of payment delays, Software access conditions outlined in the General Terms (EULA) shall apply.

D. Exclusivity Clause

For the entire duration of the Contract, the Customer agrees to exclusively use K-Sport Hardware products (defined specifically as wearable systems used for external workload tracking) and is strictly prohibited from using competing products.

4. Contract Duration

A. Effective Dates

Start and end dates are explicitly specified in the Contract.

5. Processing of Personal Data

The Parties acknowledge that personal data may be processed in executing the Contract. For details, reference is made to the attached “Data Protection Information Notice” (pursuant to Art. 13 EU Regulation 2016/679 - GDPR) and Art. 18 (Data Processing) of the General Terms (EULA).

6. Appointment of Data Processor

By signing the Contract, the Customer appoints K-Sport as a Data Processor pursuant to Art. 28 EU Regulation 2016/679 (GDPR) under the terms of the “Data Processor Appointment” schedule.

  • The Customer acts as the Data Controller.

  • K-Sport acts as the Data Processor, undertaking to process personal data solely for agreed purposes and in accordance with instructions from the Data Controller.

7. Governing Law and Other Terms

A. Applicable Law and Jurisdiction

Governing law and exclusive jurisdiction for all disputes arising between the Parties are specified in Art. 19 of the General Terms (EULA).

B. Necessary Consents and Licenses

The Customer warrants that it is solely responsible for obtaining all necessary prior written consents (including consents from athletes), licenses, or authorizations to:

  • (a) Collect and process data using the Hardware and Software;

  • (b) Allow K-Sport to process data to fulfill its contractual obligations; and

  • (c) Use the Licensed Materials as intended under this Contract.

Date Version
October 14, 2025 1.0