These Terms of Service ("Terms") are entered into between Handoff Labs ("we", "us", "our") and the individual or legal entity accessing this website or subscribing to any of our services ("you", "Client").
Legal entity: Handoff Labs, VAT / Partita IVA IT04249920135; company registration CO-430913, Chamber of Commerce Como–Lecco, Italy. Contact: [email protected].
These Terms are structured in two Parts:
- Part I — Website usage, theme licence (Envato / direct pre-order), and general provisions. Applies to all visitors.
- Part II — Technology Partnership Service Agreement (the "Partnership", "Subscription"). Applies only to clients who have subscribed to the €79/month (or USD equivalent) Technology Partnership service.
By using this website or clicking "I agree" / "Subscribe" during checkout, you confirm you have read, understood, and accepted these Terms in their entirety.
PART I — WEBSITE AND THEME TERMS
1. Eligibility and acceptable use
You may use the Site for lawful purposes only. You must not: (a) attempt unauthorised access to our or others' systems; (b) scrape or harvest the Site at a scale that impairs service; (c) upload malware or abusive payloads through forms; (d) misrepresent your identity or affiliation; (e) use the Site in violation of applicable law or third-party rights.
2. Theme pre-order and direct licence
The GridPadel WordPress theme is available for direct pre-order via Stripe on this Site at a promotional price, pending fulfilment at launch. The pre-order constitutes a purchase order; payment is non-refundable after digital delivery unless mandatory consumer law provides otherwise. Handoff Labs may refund pre-orders at its discretion if the product launch is materially delayed beyond six months of the pre-order date.
3. Envato / ThemeForest licence
The GridPadel theme is also sold on Envato Market. Your use of theme files purchased on ThemeForest is governed by the Envato Market Standard Licence and applicable Envato terms. GPL v2 (or later) applies to WordPress-derived portions as disclosed in the theme package. Envato is the marketplace operator; Handoff Labs is the item author for support and updates per Envato's author rules. Envato's refund policy applies to ThemeForest purchases; our direct-sale terms apply to purchases made on this Site.
4. Intellectual property — theme and Site
"GridPadel", the GridPadel logo, and all original content on this Site are owned by Handoff Labs or its licensors. Except where open-source licences (including GPL v2) apply to shipped theme code, you may not copy, modify, or redistribute Site assets or theme files for competing products without prior written permission.
5. Third-party services
The Site uses or links to third-party services including Stripe (payment processing), Google Fonts, and support chat. Their respective terms and privacy policies apply. We do not control Envato, Stripe, or other third-party platforms.
6. Disclaimers — website and theme
This Site and its content are provided "as is" without warranties of any kind, to the fullest extent permitted by law. Demo content, screenshots, and performance figures are illustrative. Compatibility with all WordPress plugins, hosting environments, and third-party services is not guaranteed.
PART II — TECHNOLOGY PARTNERSHIP SERVICE AGREEMENT
This Part II applies exclusively to clients who have entered into a Technology Partnership subscription with Handoff Labs. Clicking "Subscribe" or completing the partnership checkout constitutes binding acceptance of these additional terms.
7. Service description
The GridPadel Technology Partnership ("Partnership") is a recurring subscription service under which Handoff Labs provides the following to the Client for so long as the subscription remains active and payments are current:
- Software licence: A non-exclusive, non-transferable, revocable licence to use the GridPadel WordPress theme and any associated plugins or extensions developed or curated by Handoff Labs ("the Software").
- Initial setup service: Full technical configuration of the Software on the Client's hosting environment, including: domain connection, SSL configuration, WordPress installation, GridPadel theme installation and configuration, WooCommerce checkout setup for courts / events / memberships, payment gateway connection, Elementor or block-editor templates, demo import and brand customisation (colours, logo, up to 30 configured items as agreed at onboarding), and basic staff training materials.
- Ongoing technical support: Email and ticket-based technical assistance for the Software, available during Handoff Labs' business hours (Monday–Friday, CET/CEST). Response target: 1 business day for standard issues, 4 business hours for critical outages affecting booking availability.
- Software maintenance: Security patches and compatibility updates for the Software as released by Handoff Labs, applied to the Client's installation at Handoff Labs' discretion or upon Client request during the subscription period.
- Partner recognition: The Client's club name and/or logo may be listed on the GridPadel website's partner page (subject to Client consent given at onboarding and revocable at any time). A small "Powered by Handoff Labs" attribution link appears in the footer of the Client's website as described in clause 13.
What the Subscription Fee does not cover. The Subscription Fee covers exclusively the Software licence, product support, and the Software infrastructure operated by Handoff Labs. The following costs fall entirely outside the scope of the Subscription and are the Client's sole responsibility, invoiced directly to and paid by the Client:
- Hosting fees: The cost of the web hosting plan or server where the Client's WordPress installation resides, payable directly to the chosen hosting provider.
- Domain registration and renewal fees: All costs associated with registering, transferring, or renewing the Client's domain name(s), payable directly to the domain registrar.
- Third-party payment processing fees: Transaction fees, monthly fees, and any other charges levied by payment processors such as Stripe, PayPal, or equivalent services on the Client's commercial transactions (bookings, memberships, events). These fees are set by and payable directly to the processor; Handoff Labs receives no portion of them.
- Other third-party services: Any additional external tools, platforms, email marketing services, SMS gateways, or similar services that the Client chooses to integrate with their website.
8. Subscription, billing, and pricing
The Partnership subscription fee is €79 per month (or the USD equivalent at the prevailing exchange rate, as displayed at checkout) ("Subscription Fee"), billed in advance on a monthly basis via the payment method provided at checkout.
- All prices are exclusive of value-added tax (VAT) or local equivalent where applicable. VAT, if applicable, is charged at the rate required by law for the Client's jurisdiction.
- The Subscription Fee may be revised by Handoff Labs with a minimum of 60 days' written notice delivered to the Client's registered email address. Continued use of the Service after the revised fee takes effect constitutes acceptance. If the Client does not accept the revised fee, they may cancel in accordance with clause 11 before the new rate applies.
- Payment is processed by a third-party processor (Stripe or equivalent). The Client's payment details are handled exclusively by the payment processor; Handoff Labs does not store card numbers or bank credentials.
- If a payment fails, Handoff Labs will retry on the schedule used by the payment processor. After 7 calendar days of continued failed payment, the Software licence and associated services may be suspended. After 30 calendar days of non-payment, the licence terminates automatically and the website may cease to function as described in clause 10.
9. Client infrastructure and account ownership
The following accounts and infrastructure are established in, and remain the sole property of, the Client:
- Hosting account: The web hosting subscription and server where the Client's WordPress installation resides. The Client is responsible for hosting fees payable directly to the hosting provider.
- Domain name: The domain registrar account and all registered domains. The Client is responsible for domain renewal fees.
- Payment gateway: The Stripe, PayPal, or other payment gateway merchant account used to process bookings, event registrations, membership fees, and any other commercial transactions on the Client's website. All funds collected through the Client's website flow directly to the Client's bank account; Handoff Labs receives no commission on any transaction processed through the Client's gateway, ever.
- Email and communication accounts: Any email addresses, newsletter platforms, or CRM tools used by the Client.
Handoff Labs may require temporary access to hosting credentials (SFTP, cPanel, Plesk, or equivalent) during the initial setup and for maintenance operations. Such access is used solely for the provision of the Service and is not retained beyond what is operationally necessary. The Client is strongly encouraged to change credentials after any maintenance access period.
Member and booking data collected through the Client's website — including member profiles, reservation records, payment history, and personal data of the Client's customers — resides exclusively on the Client's hosting environment and is the Client's data to manage, export, and delete. Handoff Labs does not access, process, or store this data for its own purposes and does not act as a data controller in respect of the Client's end-users.
10. Licence continuity and service deactivation
The Software licence is active exclusively for so long as the Client's subscription payments are current.
Upon termination or expiration of the subscription — whether by cancellation, non-payment, or any other reason — the licence to use the Software terminates automatically and immediately, without further action or notice required. As a consequence:
- Functionality dependent on the active licence (theme features, booking system, membership engine, tournament module) may cease to operate on the Client's website.
- The Client's website may become non-functional or display a reduced version until alternative software is installed by the Client.
- Handoff Labs does not guarantee, and expressly disclaims any obligation to maintain, the continued operation of any booking, payment, or membership workflow on the Client's website after licence termination.
- The Client's data (members, bookings, payments) remains on the Client's hosting environment and is not deleted by Handoff Labs. The Client retains full ability to export and migrate this data independently.
The Client is solely responsible for any business impact, lost bookings, revenue interruption, or reputational consequences arising from licence termination. Handoff Labs is not liable for such impacts under any circumstances.
The Client is advised to maintain an independent backup of their website data and to plan for service continuity before cancelling the subscription.
11. Term and cancellation
The Partnership subscription has no minimum contract term. Either party may terminate the subscription at any time, subject to the following:
- Client cancellation: The Client may cancel by written notice (email to [email protected] or through the account management portal) at any time. Cancellation takes effect at the end of the then-current billing period. No partial-month refunds are issued. The Client retains access to the Service until the end of the paid period.
- Handoff Labs termination for cause: We may terminate the subscription immediately if the Client: (a) breaches these Terms materially and fails to remedy the breach within 14 days of written notice; (b) uses the Software for unlawful purposes; (c) engages in abuse, harassment, or threatening conduct towards Handoff Labs personnel; or (d) initiates fraudulent chargebacks.
- Handoff Labs termination for any reason: We may terminate the subscription with 60 days' written notice for any reason other than cause. In such case, a prorated refund of any prepaid but unused fees will be provided.
- Mutual termination: Both parties may agree in writing to terminate the subscription on any terms they choose.
12. Handoff Labs obligations
During the active subscription period, Handoff Labs undertakes to:
- Complete the initial setup of the Software within 10 business days of receiving all required access credentials and onboarding information from the Client (timeline extended accordingly if information is delayed).
- Maintain the Software in a commercially reasonable state of repair and apply security patches promptly upon availability.
- Provide responsive technical support as described in clause 7.
- Not access the Client's hosting, gateway, or data outside the scope of legitimate maintenance operations.
- Notify the Client of any planned maintenance that may cause service interruption with reasonable advance notice.
Handoff Labs does not undertake to: provide support for issues caused by third-party plugins not included in the Software; guarantee compatibility with every hosting configuration; provide business, marketing, or legal advice; configure the Client's payment gateway merchant risk settings, tax rules, or regional compliance beyond standard initial setup.
13. Attribution — logo in footer
The Client's website shall display a small, unobtrusive "Powered by Handoff Labs" text link in the website footer, linking to handofflabs.com. This attribution:
- Is a condition of the Technology Partnership subscription and may not be removed or obscured while the subscription is active.
- Is implemented automatically by the Software and is styled to blend with the Client's footer design at a font size and colour that is readable but visually subordinate to the Client's own brand.
- Does not imply any endorsement by Handoff Labs of the Client's products, services, or conduct.
The Client's club name and/or logo may appear on the GridPadel partner page at gridpadel.com. The Client may withdraw consent for this listing at any time by written notice, without affecting the subscription.
14. Client obligations
The Client agrees to:
- Provide accurate onboarding information and timely access to hosting credentials when requested.
- Maintain a valid payment method on file with the subscription processor at all times.
- Comply with the applicable terms of any third-party services integrated with the Software (including the Client's hosting provider, payment gateway, and WordPress plugin authors).
- Operate the website in compliance with applicable law, including consumer protection, data privacy (GDPR where applicable), and e-commerce regulations.
- Not remove, obscure, or reverse-engineer any licence protection, attribution, or anti-tampering mechanism in the Software.
- Not sublicence, resell, white-label, or distribute the Software or any derivative of it to third parties without prior written consent from Handoff Labs.
- Not use the Software, the partnership branding, or the GridPadel name to misrepresent the origin or nature of services offered to the Client's own customers.
15. Intellectual property — Software
The GridPadel Software — including all theme files, plugin code, design assets, templates, and documentation created by Handoff Labs — remains the exclusive intellectual property of Handoff Labs (or its licensors), subject to the GPL v2 licence that governs WordPress-derived portions.
The Partnership subscription grants the Client a limited, non-exclusive, non-transferable, revocable licence to use the Software on one (1) WordPress installation. No ownership, assignment, or perpetual licence is conveyed. The Client does not acquire any rights beyond those expressly stated in these Terms.
The Client retains full ownership of: their own brand, club name, logo, domain, content, member data, and all materials they create or provide for their website.
16. Warranties and disclaimers
Handoff Labs warrants that: (a) it has the right to grant the licences and provide the services described herein; (b) the Software does not, to Handoff Labs' knowledge, infringe the intellectual property rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OPERATION. Handoff Labs does not warrant that the Software will be error-free, that defects will be corrected within any specific timeframe, or that the Software will be compatible with every third-party service or hosting environment.
Consumers and micro-businesses in the EU/EEA: Mandatory statutory warranties and consumer rights applicable under the law of your habitual residence are not excluded by these Terms.
17. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HANDOFF LABS' AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PARTNERSHIP — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — IS LIMITED TO THE TOTAL SUBSCRIPTION FEES PAID BY THE CLIENT IN THE TWO (2) CALENDAR MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL HANDOFF LABS BE LIABLE FOR: LOST PROFITS OR REVENUE; LOSS OF BOOKINGS OR RESERVATIONS; BUSINESS INTERRUPTION; LOSS OF DATA; DAMAGE TO REPUTATION; INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Mandatory consumer rights: Nothing in this clause excludes or limits liability that cannot be excluded by law, including liability for death or personal injury caused by our negligence, or for fraudulent misrepresentation.
18. Indemnification
The Client agrees to indemnify, defend, and hold harmless Handoff Labs and its officers, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's operation of their website in violation of applicable law; (c) third-party claims related to the Client's business, products, or services; or (d) the Client's use of the Software in a manner not authorised by these Terms.
19. Data protection (GDPR)
Handoff Labs processes personal data of the Client (contact details, billing information, correspondence) as a data controller for the purpose of delivering the Service. Such processing is described in our Privacy Policy.
With respect to personal data of the Client's own customers (members, booking users) stored on the Client's hosting environment: the Client is the data controller; Handoff Labs may act as a data processor solely during maintenance operations that involve temporary access to the Client's system. Where applicable, a Data Processing Agreement ("DPA") will be provided by Handoff Labs upon written request and governs any such processing.
Clients subject to GDPR are responsible for ensuring their WordPress installation is configured in compliance with applicable data protection law, including: privacy policy publication, cookie consent, lawful basis for collecting member data, and data subject rights procedures.
20. Force majeure
Handoff Labs is not liable for delay or failure to perform caused by events outside its reasonable control, including: internet outages; hosting provider failures; WordPress.org infrastructure issues; Stripe or payment network downtime; natural disasters; pandemic; strikes; changes in law; or third-party platform policy changes (including Envato, Stripe, or WordPress plugin authors). In force majeure events, Handoff Labs will notify the Client promptly and use reasonable efforts to resume service.
PART III — GENERAL PROVISIONS (ALL SERVICES)
21. Governing law and disputes
These Terms are governed by the laws of Italy, without regard to conflict-of-law rules.
Before initiating legal proceedings, the parties agree to attempt in good faith to resolve disputes through direct negotiation (30 days) and, if necessary, mediation through a recognised ADR body in Italy. If mediation fails, disputes shall be subject to the exclusive jurisdiction of the courts of Como, Italy, except where mandatory law provides otherwise (including, for consumers habitually resident in the EU or UK, the right to sue in their local courts under applicable consumer protection regulations).
For disputes involving EU consumers, the European Commission's online dispute resolution platform is available at ec.europa.eu/consumers/odr. Handoff Labs is not obliged to participate in ADR procedures, but will consider doing so in good faith.
22. Amendments
We may update these Terms by posting a revised version on this page and updating the effective date. For material changes affecting Partnership subscribers, we will provide not less than 30 days' written notice by email before the revised terms take effect. Continued subscription after notice constitutes acceptance of the revised Terms. If the Client does not accept material changes, they may cancel the subscription before the new terms take effect per clause 11.
23. Severability
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and all remaining provisions will continue in full force and effect.
24. Entire agreement
These Terms — together with the Privacy Policy, Cookie Policy, and any written onboarding agreement or order form signed by both parties — constitute the entire agreement between Handoff Labs and the Client regarding the subject matter hereof and supersede all prior agreements, representations, and understandings. In the event of conflict between these Terms and a signed written agreement, the written agreement prevails.
25. Assignment
The Client may not assign or transfer any rights or obligations under these Terms without prior written consent from Handoff Labs. Handoff Labs may assign these Terms or any of its rights hereunder in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets, provided that the successor assumes all obligations herein.
26. Waiver
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it at a later time.
27. Contact
For all enquiries, support requests, cancellation notices, or legal correspondence:
Handoff Labs
Email: [email protected]
VAT: IT04249920135 · Company: CO-430913, Chamber of Commerce Como–Lecco, Italy