1. Parties and Agreement

These Terms and Conditions of Service ("Agreement") are entered into between Common Ground Studios Ltd, a company incorporated and registered in England and Wales under company number 16987282, whose registered office is at Apartment 41, 52 New England Street, Brighton ("Campsite", "we", "us", or "our"), and the organisation named in the accompanying Order Form or Service Schedule ("the Client", "you", or "your").

This Agreement governs the Client's access to and use of the Campsite platform, including all associated mobile applications, software modules, integrations, and support services (collectively, the "Service"). By executing an Order Form, or by accessing or using the Service, the Client agrees to be bound by the terms of this Agreement.

Where the Client is entering into this Agreement on behalf of a legal entity such as a students' union or incorporated association, the individual accepting this Agreement represents that they have the authority to bind that entity.

2. Definitions

Unless the context requires otherwise, the following terms shall have the meanings ascribed to them below throughout this Agreement:

"Agreement" means these Terms and Conditions of Service, together with any Order Form, Service Schedule, Data Processing Addendum, or other document expressly incorporated herein by reference.

"Authorised Users" means those employees, volunteers, officers, and other individuals whom the Client permits to access and use the Service on its behalf, subject to the user limits specified in the applicable Order Form.

"Client Data" means all data, information, text, images, documents, and other content uploaded, submitted, transmitted, or otherwise made available by the Client or its Authorised Users through the Service.

"Commencement Date" means the date specified in the Order Form, or if none is specified, the date on which the Client first accesses the Service.

"Confidential Information" means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Documentation" means any user guides, technical specifications, release notes, and other materials made available by Campsite relating to the Service, as updated from time to time.

"Fees" means the charges payable by the Client for access to the Service, as set out in the Order Form or Service Schedule.

"Initial Term" means the minimum subscription period of one (1) year commencing on the Commencement Date, unless a longer term is agreed in the Order Form.

"Intellectual Property Rights" means all patents, rights in inventions, copyrights, trademarks, service marks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, in each case whether registered or unregistered, including all applications for and renewals or extensions of such rights.

"Order Form" means the written or electronic document (which may take the form of a service schedule, proposal, or similar instrument) that sets out the specific commercial terms agreed between the parties, including the applicable Fees, Authorised User limits, and any customisation details.

"Personal Data" has the meaning given to it in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

"Platform" means the Campsite software-as-a-service platform, including its web-based interface, mobile application (iOS and Android), HRIS modules, internal communications tools, and any other features made available by Campsite from time to time.

"Renewal Term" means each successive period following the Initial Term for which the Agreement is renewed in accordance with Clause 11.

"Service" means the Platform and all associated support, onboarding, maintenance, and professional services provided by Campsite under this Agreement.

"Subscription" means the right granted to the Client to access and use the Service during the Term in accordance with this Agreement.

3. Grant of Subscription and Permitted Use

3.1 Subscription Grant

1. Subject to the Client's compliance with this Agreement and timely payment of all Fees, Campsite grants the Client a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Term solely for the Client's internal business operations.
2. This right is limited to use by Authorised Users up to the number of user seats specified in the applicable Order Form. The Client shall not permit access or use of the Service by any person who is not an Authorised User.

3.2 White-Label Customisation

3. Where the Client has procured a white-label licence, Campsite will apply the Client's branding (including logo, colour scheme, and domain name) to the Service as agreed in the Order Form. Such customisation does not transfer any Intellectual Property Rights in the underlying Platform to the Client.
4. [XX — Detail any specific customisation limits, e.g. number of branding assets, turnaround time, change request process]

3.3 Mobile Application

5. The Service includes access to a mobile application available on iOS and Android devices ("App"). The Client acknowledges that use of the App is subject to the terms of the applicable third-party app store (Apple App Store or Google Play Store) in addition to this Agreement.
6. Campsite reserves the right to update, modify, or withdraw any version of the App at any time, including to comply with app store requirements or applicable law. Where possible, Campsite will give the Client reasonable notice of material changes.

3.4 Restrictions

The Client shall not, and shall procure that its Authorised Users do not:

1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or any part thereof;
2. sell, resell, rent, lease, sublicense, assign, or otherwise transfer the Service or any rights in it to any third party;
3. use the Service to provide services to third parties (including bureau services) without Campsite's prior written consent;
4. use the Service in any unlawful manner or in breach of any applicable laws or regulations;
5. upload or transmit any material that is defamatory, offensive, discriminatory, or otherwise objectionable;
6. introduce or knowingly permit the introduction of any virus, Trojan horse, worm, or other malicious code;
7. attempt to gain unauthorised access to any part of the Service, its related systems, or networks;
8. use the Service in any way that could damage, disable, overburden, or impair it;
9. remove or obscure any proprietary notices or labels on the Service.

4. Fees, Payment, and Billing

4.1 Fees

7. The Client shall pay the Fees as set out in the Order Form. Unless otherwise specified, Fees are quoted in [XX — Currency, e.g. Pounds Sterling (GBP)] and are exclusive of VAT or any other applicable taxes, which shall be added at the prevailing rate.
8. Campsite reserves the right to adjust its standard Fees at the start of each Renewal Term by giving the Client no less than [XX — e.g. 60] days' prior written notice. Where the Client does not accept the revised Fees, it may terminate the Agreement in accordance with Clause 11.

4.2 Invoicing and Payment

9. Campsite will issue invoices in accordance with the billing frequency specified in the Order Form (e.g. annually in advance, quarterly, or monthly). Payment is due within [XX — e.g. 30] days of the invoice date.
10. Payments shall be made by the method specified in the Order Form, which may include direct debit, bank transfer, or card payment processed via Stripe or such other payment processor as Campsite may notify from time to time.
11. The Client authorises Campsite (or its payment processor) to collect Fees automatically in accordance with the agreed billing schedule. It is the Client's responsibility to ensure that valid payment details are maintained and up to date at all times.

4.3 Late Payment

12. If any amount remains unpaid after the due date, Campsite reserves the right to:

13. charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment (in accordance with the Late Payment of Commercial Debts (Interest) Act 1998);

14. suspend access to the Service upon [XX — e.g. 14] days' written notice to the Client, without prejudice to any other rights or remedies; and

15. recover all reasonable debt recovery costs incurred by Campsite.

16. Campsite shall not be liable for any losses, damages, or disruption suffered by the Client as a result of a lawful suspension of the Service due to non-payment.

4.4 No Refunds

14. All Fees paid or payable under this Agreement are strictly non-refundable. This applies to all subscription periods, including the Initial Term and any Renewal Term, regardless of whether the Client uses the Service for the entirety of that period.
15. For the avoidance of doubt, no refund or credit shall be issued in the event of early termination by the Client, reduction in Authorised Users, or failure to use any element of the Service.

4.5 Disputed Invoices

16. If the Client disputes any invoice in good faith, it must notify Campsite in writing within [XX — e.g. 10] business days of receipt, specifying the nature of the dispute. The Client shall pay the undisputed portion of the invoice by the due date. Both parties shall use reasonable endeavours to resolve the dispute within [XX — e.g. 20] business days of the notice.

5. Term and Termination

5.1 Term

17. This Agreement shall commence on the Commencement Date and shall continue for the Initial Term of one (1) year, unless terminated earlier in accordance with this Clause 5.
18. Following the Initial Term, the Agreement shall automatically renew for successive Renewal Terms of [XX — e.g. 12 months] each, unless either party gives the other not less than [XX — e.g. 90] days' written notice of its intention not to renew, such notice to be given prior to the expiry of the then-current term.

5.2 Termination for Cause

19. Either party may terminate this Agreement immediately upon written notice if:

20. the other party commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy it within 30 days of receiving written notice specifying the breach and requiring it to be remedied;

21. the other party becomes insolvent, enters administration, receivership, liquidation, or any other insolvency procedure, or makes any arrangement or composition with its creditors; or

22. the other party ceases to carry on business.

5.3 Termination by Campsite

20. Campsite may also terminate this Agreement immediately on written notice if:

21. the Client uses the Service in breach of Clause 3.4 (Restrictions) and fails to remedy such breach within 5 business days of notice;

22. the Client fails to pay any sum due and that sum remains outstanding for more than [XX — e.g. 30] days after the due date; or

23. Campsite is required to do so by applicable law or a regulatory authority.

5.4 Consequences of Termination

21. Upon expiry or termination of this Agreement for any reason:

22. all rights granted to the Client under this Agreement shall immediately cease;

23. the Client shall immediately cease all use of the Service and delete or return any Campsite materials in its possession;

24. all outstanding Fees for the remainder of the then-current term shall become immediately due and payable (unless termination was effected by the Client under Clause 5.2);

25. the provisions of this Agreement that are expressed to survive, or by their nature should survive, termination shall continue in full force and effect, including Clauses 7 (Data and Privacy), 8 (Intellectual Property), 9 (Confidentiality), 10 (Limitation of Liability), and 13 (General).

6. Client Data, Data Protection, and Privacy

6.1 Ownership of Client Data

22. As between the parties, the Client retains all ownership and rights in and to the Client Data. Campsite does not claim any ownership interest in Client Data.
23. The Client hereby grants Campsite a limited, non-exclusive licence to access, store, process, and use Client Data solely to the extent necessary to provide the Service, to comply with applicable law, and as otherwise set out in this Agreement.
24. Campsite shall not access, use, or disclose Client Data for any purpose other than as expressly permitted by this Agreement or as instructed by the Client, except where required by law.

6.2 Data Processing

25. To the extent that Campsite processes Personal Data on behalf of the Client in the course of providing the Service, Campsite shall do so as a data processor and the Client shall be the data controller, within the meaning of the UK GDPR and the Data Protection Act 2018.
26. The parties shall comply with their respective obligations under applicable data protection legislation. Campsite's data processing activities are governed by the Data Processing Addendum attached as Schedule [XX] to this Agreement, which forms part of and is incorporated into this Agreement.
27. The Client warrants that it has all necessary rights, consents, and legal bases to provide Personal Data to Campsite for processing in connection with the Service.

6.3 Data Hosting and Security

28. Client Data will be hosted on servers located within the European Union. Campsite shall not transfer Client Data outside of the European Economic Area without the Client's prior written consent, except where required by law.
29. Campsite shall implement and maintain appropriate technical and organisational measures to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
30. These measures include, but are not limited to: [XX — List specific security measures, e.g. encryption at rest and in transit (AES-256 / TLS 1.2+), role-based access controls, regular penetration testing, SOC 2 compliance, etc.]

6.4 Data Retention and Return

31. Upon expiry or termination of this Agreement, the Client may submit a written request for the return or export of its Client Data within 30 working days of the effective date of termination. Campsite will use reasonable endeavours to facilitate such export in a commonly used, machine-readable format.
32. Where no such request is received within 30 working days of termination, or where Client Data remains after an export, Campsite shall securely delete all Client Data within 45 calendar days of the effective date of termination, unless retention is required by applicable law.
33. Campsite shall, upon request, provide written confirmation of deletion.

6.5 Data Breach

34. Campsite shall notify the Client without undue delay, and in any event within 72 hours of becoming aware, of any confirmed Personal Data breach affecting Client Data, and shall provide the Client with sufficient information to enable the Client to meet its obligations under applicable data protection legislation.

7. Intellectual Property Rights

7.1 Campsite IP

35. The Client acknowledges that all Intellectual Property Rights in and to the Service, the Platform, the App, the Documentation, and any materials created or provided by Campsite in connection with this Agreement (together, "Campsite IP") are and shall remain the exclusive property of Campsite or its licensors.
36. Nothing in this Agreement shall be construed as transferring, assigning, or granting any ownership rights in Campsite IP to the Client. The Client's rights are limited to the licence granted under Clause 3.1.

7.2 Client IP and Branding

37. The Client retains all Intellectual Property Rights in its name, logo, branding assets, and other materials provided to Campsite for the purposes of white-label customisation ("Client IP").
38. The Client grants Campsite a limited, royalty-free licence to use Client IP solely for the purposes of performing its obligations under this Agreement. Campsite shall not use Client IP for any other purpose.

7.3 Feedback and Suggestions

39. If the Client or its Authorised Users provide any feedback, suggestions, enhancement requests, or recommendations regarding the Service ("Feedback"), the Client grants Campsite a perpetual, irrevocable, royalty-free licence to use such Feedback for any lawful purpose, including improving the Service, without any obligation to the Client.

8. Confidentiality

40. Each party (as "Receiving Party") agrees to keep confidential all Confidential Information received from the other party ("Disclosing Party"), and shall not disclose it to any third party without the Disclosing Party's prior written consent, except as permitted under this Clause 8.

41. Each party may disclose Confidential Information to those of its employees, contractors, and advisors who need to know such information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set out herein.

42. The obligations in this Clause 8 shall not apply to information that:

43. is or becomes publicly available through no fault of the Receiving Party;

44. was already known to the Receiving Party prior to disclosure by the Disclosing Party;

45. is independently developed by the Receiving Party without reference to the Confidential Information; or

46. is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party as much prior written notice as reasonably practicable.

47. The confidentiality obligations under this Clause 8 shall survive termination or expiry of this Agreement for a period of five (5) years.

9. Service Levels, Support, and Availability

9.1 Service Availability

44. Campsite shall use commercially reasonable endeavours to make the Service available [XX — e.g. 99.5%] of the time in any given calendar month, excluding scheduled maintenance, emergency maintenance, and Downtime caused by factors beyond Campsite's reasonable control.
45. Scheduled maintenance shall be carried out during agreed maintenance windows ([XX — e.g. Sundays between 02:00–06:00 UK time]) and Campsite will endeavour to give at least [XX — e.g. 72 hours]' notice of any planned maintenance that may affect availability.

9.2 Support

46. Campsite shall provide technical support to Authorised Users during [XX — e.g. UK business hours, 09:00–17:30 Monday to Friday, excluding bank holidays]. Support is accessible via [XX — e.g. the in-app helpdesk, email at support@campsite.xx, or such other channels as notified to the Client.]
47. Campsite shall use reasonable endeavours to respond to support requests within [XX — e.g. 1 business day for priority issues and 3 business days for standard queries].

9.3 Updates and Modifications

48. Campsite may update, modify, enhance, or discontinue features of the Service at any time, including to add new functionality, address security vulnerabilities, or comply with applicable law. Where a modification materially and adversely affects the Client's use of the Service, Campsite shall give reasonable prior notice.
49. The Client acknowledges that Campsite may introduce new features which, if the Client wishes to access them, may be subject to additional Fees agreed in writing between the parties.

10. Limitation of Liability

10.1 Liability Cap

50. Subject to Clause 10.3, Campsite's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed [XX — e.g. the total Fees paid by the Client to Campsite in the 12 months immediately preceding the event giving rise to the claim].

10.2 Exclusion of Losses

51. Subject to Clause 10.3, Campsite shall not be liable to the Client for any:

52. loss of profits, revenue, business, or anticipated savings;

53. loss of data or information (save as set out in Clause 6);

54. loss of goodwill or reputation;

55. indirect, consequential, special, or punitive losses;

56. losses arising from the Client's failure to maintain adequate data backups or to take reasonable precautions to mitigate loss;

57. losses arising from third-party products, services, or integrations used in conjunction with the Service.

10.3 Exceptions

52. Nothing in this Agreement shall limit or exclude either party's liability for:

53. death or personal injury caused by its negligence;

54. fraud or fraudulent misrepresentation;

55. any liability that cannot be excluded or limited by applicable law.

10.4 Client's Responsibility

53. The Client is solely responsible for the accuracy, legality, and appropriateness of all Client Data and for ensuring that its Authorised Users comply with this Agreement.

54. The Client shall indemnify, defend, and hold harmless Campsite and its officers, employees, and contractors from and against any claims, losses, damages, costs (including reasonable legal fees), and liabilities arising from:

55. the Client's or any Authorised User's breach of this Agreement;

56. any claim that Client Data infringes a third party's Intellectual Property Rights or other rights; or

57. any misuse of the Service by the Client or its Authorised Users.

11. Warranties and Representations

11.1 Campsite Warranties

55. Campsite warrants that:

56. it has the right, power, and authority to enter into this Agreement;

57. it will provide the Service with reasonable skill and care;

58. the Service, as provided by Campsite, will not knowingly infringe the Intellectual Property Rights of any third party; and

59. it will comply with all applicable laws and regulations in the provision of the Service, including applicable data protection legislation.

11.2 Client Warranties

56. The Client warrants and represents that:

57. it has the right, power, and authority to enter into this Agreement and to grant the licences and permissions contemplated herein;

58. its use of the Service will comply with all applicable laws and regulations; and

59. it has obtained all necessary consents and authorisations for the processing of Personal Data as contemplated by this Agreement.

11.3 Disclaimer

57. Except as expressly set out in this Agreement, the Service is provided "as is" and "as available". To the fullest extent permitted by applicable law, Campsite disclaims all implied warranties, conditions, and representations, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
58. Campsite does not warrant that the Service will be error-free, uninterrupted, or free from vulnerabilities, or that any errors will be corrected within a specific timeframe.

12. Force Majeure

59. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by a Force Majeure Event.
60. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, pandemic or epidemic, war, terrorism, riot, civil commotion, industrial action, fire, flood, storm, earthquake, failure of utility services or telecommunications networks, or acts of government or regulatory authority.
61. The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its anticipated duration. If the Force Majeure Event continues for more than [XX — e.g. 60] consecutive days, either party may terminate the Agreement on written notice without liability.

13. General

13.1 Governing Law and Jurisdiction

62. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
63. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

13.2 Entire Agreement

64. This Agreement, together with any Order Form, Service Schedule, and Data Processing Addendum, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, negotiations, and understandings between the parties, whether written or oral.
65. Each party acknowledges that it has not relied on any representation, warranty, or undertaking given by the other party other than as expressly set out in this Agreement.

13.3 Variation

66. No variation of this Agreement shall be effective unless it is in writing and signed (or otherwise agreed in an authenticated electronic form) by authorised representatives of both parties.

13.4 Assignment

67. The Client may not assign, transfer, novate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Campsite.
68. Campsite may assign or transfer this Agreement (including all rights and obligations) to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets, provided that Campsite notifies the Client in writing within a reasonable time.

13.5 Waiver

69. No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.6 Severability

70. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by any court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of the Agreement shall continue in full force and effect.

13.7 Notices

71. All notices required or permitted under this Agreement shall be in writing and shall be sent to: (i) in the case of Campsite, to [XX — Legal correspondence email and/or registered office address]; and (ii) in the case of the Client, to the address or email set out in the Order Form. Notices shall be deemed received upon confirmed delivery.

13.8 Third Party Rights

72. This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999, unless expressly stated.

13.9 Anti-Bribery

73. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any conduct that would constitute an offence under such legislation.

13.10 Amendments and Updates to This Agreement

74. Campsite may update these Terms and Conditions from time to time. Where changes are material, Campsite shall notify the Client in writing at least [XX — e.g. 30] days before the changes take effect. Continued use of the Service after that date shall constitute acceptance of the updated terms. If the Client does not accept the updated terms, it may terminate the Agreement in accordance with Clause 5.

Schedule 1 — Order Form

This Order Form, when completed and executed by both parties, forms part of the Agreement.

Client Legal Name:  [XX — Full legal name of the Client organisation]

Registered Address:  [XX]

Contact Name:  [XX]

Contact Email:  [XX]

Commencement Date:  [XX]

Initial Term:  One (1) year from Commencement Date

Number of Authorised Users:  [XX]

Subscription Fee:  [XX — Amount and currency]

Billing Frequency:  [XX — e.g. Annually in advance]

Payment Method:  [XX — e.g. Stripe / bank transfer]

White-Label Branding:  [XX — Yes/No; if yes, attach branding brief]

Additional Modules / Services:  [XX — e.g. HRIS module, custom integrations]

Special Terms:  [XX — Any bespoke terms agreed between the parties]

Signed for and on behalf of CAMPSITE ([Common Ground Studios Ltd]):

Name: ___________________________________________

Title: ___________________________________________

Signature: _______________________________________

Date: ___________________________________________

Signed for and on behalf of THE CLIENT ([XX — Client Name]):

Name: ___________________________________________

Title: ___________________________________________

Signature: _______________________________________

Date: ___________________________________________

Schedule 2 — Data Processing Addendum (DPA)

This Data Processing Addendum forms part of the Agreement and sets out the terms on which Campsite processes Personal Data on behalf of the Client.

Subject Matter of Processing:  Provision of the Campsite Platform and associated services.

Nature of Processing:  Storage, retrieval, transmission, analysis, and deletion of Client Data, including Personal Data of Authorised Users and members.

Purpose of Processing:  To provide the Service as described in the Agreement.

Categories of Data Subjects:  [XX — e.g. Employees, volunteers, student members, officers of the Client]

Types of Personal Data:  [XX — e.g. Name, contact details, employment/role information, usage data]

Duration of Processing:  For the Term of the Agreement, plus the retention period set out in Clause 6.4.

The parties agree to enter into a full DPA in the form prescribed by applicable data protection law, including standard contractual clauses or UK IDTA as appropriate for any international data transfers.

[XX — Attach or append full DPA text, or reference the Campsite standard DPA document]