LICENCE AGREEMENT

last updated on 27th October, 2020

PARTIES

  1. PLAYER LENS LIMITED incorporated and registered in England and Wales with company number 08898270 whose registered office is at Lakeview House, 4 Woodbrook Crescent, Billericay, Essex, CM12 0EQ (Player Lens); and
  2. [FULL COMPANY / CLUB NAME] incorporated and registered in [INSERT COUNTRY] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer).

AGREED TERMS

1. INTERPRETATION

1.1.The definitions and rules of interpretation in this clause apply in this Licence Agreement.

1.2. Agreement: this Licence Agreement, the Terms of Use and Privacy Policy.

1.3. Authorised Users: any natural persons who are duly authorised by the Customer to use the Services, subject to the prior approval of Player Lens (each an Authorised User).

1.4. Clubs: professional and semi-professional association football clubs, or where the registered owner of the Player is a League, “Club” shall also be read in this Agreement to mean that League. 

1.5. Completion: either

1.5.1. a change in a Player’s registration from one Club to another Club (irrespective of whether this is on a temporary or permanent basis); or 

1.5.2. in the case of a Player not previously registered with a Club or moving as a free agent, the registration of that Player with a new Club, but in all cases where that Player has been identified by or revealed to the new Club directly or indirectly through the provision of the Services. 

1.6. Customer Data:  the data inputted by the Customer, Authorised Users, or Player Lens on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services (including the transfer status of each Player listed as being employed by the Club in the Software).

1.7. Effective Date:  the date that occurs first between the date of this Licence Agreement and the date that the Customer first accesses the Software.

1.8. Fee: means the Loan Transaction Fee and/or Sale Transaction Fee and/or Free Agent Transaction Fee payable under the Agreement. 

1.9. Free Agent Transaction Fee: has the meaning set out in Schedule 1.

1.10. Free Agent Player: professional and semi-professional association football players not registered with a Club.

1.11. Initial Subscription Term: 12 months.

1.12. League: means a professional soccer/football league sanctioned by the local Football Association, recognised and centrally responsible for player registration.

1.13. Loan Fees: has the meaning set out in Schedule 1.

1.14. Loan Transaction Fee: has the meaning set out in Schedule 1.

1.15. Players: professional and semi-professional association football players.

1.16. Privacy Policy: means the “Player Lens Privacy Policy” that is available to Customer on request, and as included via the Player Lens website, and as amended by Player Lens from time to time.

1.17. Renewal Period:  the period described in Clause 6.1

1.18. Sale Fees: has the meaning set out in Schedule 1.

1.19. Sale Transaction Fee: has the meaning set out in Schedule 1.

1.20. Services: the subscription services provided by Player Lens to the Customer under this Licence Agreement via playerlens.com or any other website notified to the Customer by Player Lens from time to time (including any accompanying documentation).

1.21. Software:  the online software applications provided by Player Lens as part of the Services.

1.22. Subscription Term: has the meaning given in Clause 6.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).

1.23. Terms of Use: the terms and conditions contained within the “Player Lens Terms of Use” document (as amended by Player Lens from time to time) that is available to Customer on request and each time an Authorised User accesses the Software.

1.24. Transaction Fees: The Loan Transaction Fee(s), Sale Transaction Fee(s) and Free Agent Transaction Fee(s), collectively.

1.25. The Customer acknowledges and agrees that he is subject to and must fulfil all obligations under the Terms of Use and the Privacy Policy. If there is any conflict or inconsistency between this Licence Agreement, the Terms of Use and the Privacy Policy then:

1.25.1. the Terms of Use shall prevail over this Licence Agreement and the Privacy Policy; and

1.25.2. the Licence Agreement shall prevail over the Privacy Policy. 

2. LICENCE

2.1. Subject to the restrictions set out in this Clause 2 and the other terms and conditions of the Agreement, Player Lens hereby grants to the Customer a non-       exclusive, non-transferable, non-sub-licensable right, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.

2.2. In relation to the Authorised Users, the Customer undertakes that it will not allow any Authorised Users that have not been approved by Player Lens to access the Software unless the relevant Authorised User’s account has been reassigned in its entirety to another individual Authorised User that has been approved by Player Lens.

3. SERVICES

3.1 Player Lens shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of the Agreement.

4. CUSTOMER’S OBLIGATIONS

4.1. The Customer shall:

4.1.1. promptly provide Player Lens with all necessary cooperation in relation to the Agreement and access to such information as may be required by Player Lens in order to provide the Services, including but not limited to access to Customer Data, security access information and configuration services. For clarity, notwithstanding any other obligations of confidentiality that the Customer may be subject to, the Customer shall provide Player Lens with a copy of all documentation relating to any permanent or temporary transfer involving a Player (including all documents lodged with the relevant football association, the transfer agreement and playing contract) that Player Lens’ reasonably considers has arisen as a result of the Customer’s receipt of the Services within two business days of any request; and                       

4.1.2. comply with its other obligations under the Agreement. 

5. CHARGES AND PAYMENT

5.1. Unless otherwise agreed in writing by the parties, the Customer shall pay the Fees to Player Lens in accordance with this Clause 5 and Schedule 1.

5.2. All amounts and fees stated or referred to in the Agreement:

5.2.1. shall be payable in the relevant local currency stipulated in the transfer agreement and to the relevant Player Lens bank account notified to the Customer by Player Lens;

5.2.2. are exclusive of any value added tax and all other duties, charges and levies which may become payable as a result of the provision of the Services (but excluding any employment or income taxes), which shall be added to the amounts payable by the Customer at the appropriate rate; and

5.2.3. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. TERM AND TERMINATION

6.1. The Agreement shall, unless otherwise terminated as provided in this Clause 6 or the Term of Use, commence on the Effective Date and shall, unless otherwise agreed in writing,  continue for the Initial Subscription Term and, thereafter, this Licence Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

6.1.1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; 

6.1.2. otherwise terminated in accordance with the provisions of the Agreement; 

6.1.3. the parties have agreed in writing some other start or end date or renewal period in relation to this Agreement; or

6.1.4. Player Lens terminates the Agreement at any time on 30 days’ notice.

6.2. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

6.3. For clarity, the obligations to pay the Fees that have arisen during the term of the Agreement but are only due at a later date shall survive the termination of the Agreement so that any amounts that would have otherwise have been payable under the Agreement, shall remain payable after the Agreement has terminated.

7. GENERAL

7.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

7.2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

7.3. The Customer shall not, without the prior written consent of Player Lens, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Player Lens may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

7.4. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

7.5. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

7.6. The Agreement may be executed in any number of counterparts by signature, by a party affixing their respective electronic signature hereto by means of typing or an electronic signature system (including by clicking an icon or ticking a box digitally), or otherwise by a party indicating their intention in writing on this agreement to be bound by it. Each counterpart (including those in electronic form) which is so executed, will be an original, but together all counterparts will constitute one and the same instrument. Transmission of the executed signature page of a counterpart of this Agreement (a) by fax, (b) by email (in PDF, JPEG or other agreed format) or (c) by the above mentioned electronic signature system shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, either party can request from the other that the original of such counterpart be provided as soon as reasonably possible thereafter.

7.7. 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Licence Agreement has been entered into on the date stated at the beginning of it.

EXECUTED BY

_______________________________ _______________________________
FOR AND ON BEHALF OF PLAYER LENS FOR AND ON BEHALF OF THE CUSTOMER

SCHEDULE 1: FEES

1. FEES

1.1. The Customer acknowledges and accepts that in lieu of there being any annual subscription fees or other license fees in respect of the Software, upon the Completion of any permanent and/or temporary transfer and/or Free Agent acquisition of a Player as more fully described in this Schedule, Clause 5 and the Terms of Use, Player Lens will be remunerated accordingly as set out below by both Clubs in case of a transfer or loan deal, or by the Club and the Player in case of a Free Agent Player hire.

1.2. Temporary Transfers- Loan Transaction Fee(s)

1.2.1. Upon the Completion of a temporary loan transfer of the Player (irrespective of whether the Customer is temporarily acquiring the registration of the Player or temporarily parting with the registration of the Player under the relevant transaction) (the Loan Transaction), the Customer shall pay Player Lens:

1.2.1.a) 4% of the total of all loan fees and other related fees, including wage contribution payments, paid by or received by the Customer as part of or in any way connected to the Loan Transaction (including any renewal or extension of the temporary transfer at the end of the original period of the loan) (Loan Fees); or 

1.2.1.b) if no Loan Fees are exchanged between Clubs, 4% of the Player’s guaranteed gross income paid to the player by the loan club for the period of the Loan Transaction; or

1.2.1.c) such other fee(s) as agreed between Player Lens and the Customer, as indicated by a Letter of Variation from Player Lens to the Customer 

(the Loan Transaction Fee).

1.2.2. The Loan Transaction Fee shall be payable within 7 days of Completion of the Loan Transaction.

1.3. Permanent Transfers- Sale Transaction Fee(s)

1.3.1. Upon the Completion of a permanent transfer of the Player (irrespective of whether the Customer is permanently acquiring the registration of the Player or permanently parting with the registration of the Player under the relevant transaction) (the Sale Transaction), the Customer shall pay Player Lens the greater of:

1.3.1.a) 4% of the total of all transfer fees and other related fees paid by or received by the Customer as part of or in any way connected to the Sale Transaction (Sale Fees); or

1.3.1.b) if no Sale Fees are exchanged between Clubs, 4% of the Player’s guaranteed gross income for the first year of his contract with the buying Club; or 

1.3.1.c) such other fee(s) as agreed between Player Lens and the Customer, as indicated by a Letter of Variation from Player Lens to the Customer

(the Sale Transaction Fee).

1.3.2. For the sake of clarity, the Sale Transaction Fee shall also be payable in respect of any Loan Transaction that then becomes a Sale Transaction. For example, if Club A temporarily transfers the registration of Player Z to Club B during season 2017/2018, and then at the end of that season, Club A agrees to permanently transfer the registration of Player Z to Club B, both the Loan Transaction Fee and the Sale Transaction Fee are individually due to Player Lens by each of Club A and Club B.

1.3.3. The Free Agent Transaction Fee shall be payable within 7 days of Completion of the Free Agent Transaction.

1.4. Free Agents- Free Agent Transaction Fee(s)

1.4.1. Upon the Completion of an acquisition of the registration of a Free Agent Player, the Customer shall pay Player Lens:

1.4.1.a). 4% of the Player’s first year’s guaranteed gross income; or

1.4.1.b) such other fee(s) as agreed between Player Lens and the Customer, as indicated by a Letter of Variation from Player Lens to the Customer 

(the Free Agent Transaction Fee).

1.4.2. The Free Agent Transaction Fee shall be payable within 7 days of Completion of the Free Agent Transaction.

1.5. The Customer acknowledges and accepts that: 

1.5.1. Player Lens shall be remunerated from the other Club to any Loan Transaction or Sale Transaction, and that such remuneration shall be in addition to the Fees payable under the Agreement with the Customer;

1.5.2. where the Customer is acquiring a Player whether by Loan Transaction, Sale Transaction or Free Agent Acquisition, the Fees shall be payable irrespective of any claim by the Customer that the Customer had prior knowledge of the Player being available for transfer or otherwise because, at any time after any Player data was placed on the service, aware of the availability of the Player for transfer; and

1.5.3. where the Customer is disposing of a Player whether by Loan Transaction or Sale Transaction, the Fees shall be payable irrespective of whether the acquiring Club had prior knowledge of the Player being available for transfer or otherwise because, at any time after any Player data was placed on the service, aware of the availability of the Player for transfer.  

1.6. Illustrative example: Club C permanently transfers the registration of Player X to Club D for a total of £1,000,000, payable within 7 days of completion of the transfer. Player X’s gross salary at Club D will be £500,000 per annum. 4% of £1,000,000 is £40,000 (see paragraph 1.3.1a); 4% of the £500,000 is £20,000 (see paragraph 1.3.1b). As a result, both Club C and Club D must each pay Player Lens a Sale Transaction Fee of £40,000 (plus VAT). 

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