PLAYER LENS FREE AGENT TERMS AND CONDITIONS
last updated on 24th May, 2018
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
[NAME] with passport number [PASS. NO.] and date of birth [dd/mm/yyyy] whose residential address is at [RESIDENTIAL ADDRESS] (the “User”).
The definitions and rules of interpretation in this clause 1 apply in this Agreement.
Clubs: professional association football clubs anywhere in the world which are affiliated with the Platform.
Commencement Date: the date upon which the User is accepted onto the Platform and the Services commence.
Extension Period: shall have the meaning given at clause 3.2.
Initial Term: the period of 12 months from the Commencement Date, or the period from the Commencement Date until the date on which the User enters into a Free Agent Transaction in accordance with the terms of this Agreement, whichever is earlier.
Free Agent Player: an individual over the age of 18 with a history of being a professional association football player as verifiable via the platform soccerway.com and who is not registered with or contracted to a Club at the time of entering into this Agreement.
Free Agent Transaction: the registration of a Free Agent Player with a Club and/or or the entering into an employment or other contract between a Free Agent Player and a Club, following the identification or revelation of such Free Agent through the provision of the Services and via the Platform.
Intellectual Property Rights: any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Intermediary: means any “Registered Intermediary” within the meaning of the FA’s Working with Intermediaries Regulations (as amended from time to time), or any registered intermediary in any other FIFA national association.
Representatives: shall mean any employees, agents, officers, subcontractors, consultants and other representatives of either party (as applicable).
Services: the services provided by Player Lens to the User under this Agreement.
Term: the Initial Term together with (if applicable) any Extension Period(s).
User Profile: the profile of and all data and other information relating to the User as a Free Agent Player which appears on the Platform.
2.1. Player Lens is a technological solution for the football industry aiming to facilitate the movement of players in the transfer & loan market. It provides an online channel and platform offering the Services to Clubs and Free Agent Players (the “Platform”). Player Lens offers equal opportunity to both Clubs and Free Agent Players.
2.2. The User is willing to use the Platform to allow Clubs to be informed that the User is available to be contracted as a professional football player. This Agreement governs Player Lens’ provision of the Services to the User and the User’s use of the Platform.
2.3. Both parties agree and acknowledge that Player Lens is not an Intermediary, and the Services do not constitute an offer to be an Intermediary. For the avoidance of doubt, Player Lens will not enter into or have any involvement in any contract negotiations between the User and any Club at any time during or after the termination of this Agreement.
3. SERVICES AND DURATION
3.1. Player Lens shall provide the Services to the User under the terms and conditions of this Agreement for the duration of the Term unless terminated earlier in accordance with the terms of this Agreement.
3.2. Following the Initial Term, this Agreement will terminate with immediate effect and Player Lens will cease to provide the Services to the User, and the Platform will no longer be available to the User, unless: (a) the User makes a request in writing for the Agreement to extend beyond the Initial Term for a further period of 12 months (the “Extension Period”); (b) Player Lens accepts the User’s request pursuant to clause 3.2(a)
3.3. In the event that the User enters into a Free Agent Transaction with a Club, the User shall inform Player Lens in writing of such Free Agent Transaction (including the details of such Free Agent Transaction) within 7 days of the date of the relevant Free Agent Transaction and shall make the associated payment in accordance with clause 4 of this Agreement.
4. FEES & REIMBURSEMENT
4.1. Upon the User entering into a Free Agent Transaction with a Club, the User shall pay Player Lens in full and in cleared funds 4% of the User’s guaranteed gross income under the first year of the relevant Free Agent Transaction (the Free Agent Transaction Fee) within 7 days of the date of the relevant Free Agent Transaction. If the User fails to pay the Free Agent Transaction Fee by the due date for payment, the User shall pay interest on the overdue amount at the rate of eight (8) per cent (%) per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The User shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found to be due, from the due date until payment.
4.2. All amounts due under this Agreement by the User 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) and to a bank account nominated in writing by Player Lens.
4.3. The parties agree and acknowledge that a fee relating to the Free Agent Transaction shall also be payable by the relevant Club to Player Lens pursuant to the terms of the contractual relationship between the relevant Club and Player Lens.
4.4. For the avoidance of doubt, the User agrees and acknowledges that the Free Agent Transaction Fee payable pursuant to clause 4.4 shall be payable by the User irrespective of any claim by the User that the User had prior knowledge of the Club’s interest in, need to, and/or intention to, recruit the User, at any time during the Term.
4.5. Player Lens will not be held liable for, and the User will not have the right to be reimbursed, any Free Agent Subscription Fee for any reason, including (without limitation) if:
4.5.1. the User Profile or any other data required for the use of the Services has not been inputted correctly onto the Platform by the Commencement Date;
4.5.2. the information provided by the User when signing up to the Platform is factually incorrect; or
4.5.3. the User registers, or enters into an employment contract, with an association football club during the Term without using the Services or via the Platform.
5.1. The User hereby undertakes, represents and warrants to Player Lens that:
5.1.1. at the time of entering into the Agreement, he is: (a) 18 or over; and (b) a Free Agent Player;
5.1.2 he shall notify Player Lens of any approach, offer or enquiry that the User receives from a Club (or person acting directly or indirectly on behalf of a Club) via the Platform;
5.1.3. he shall comply with all applicable national and international football rules and regulations in so far as they may apply to him;
5.1.4. he shall provide any such information that Player Lens may reasonably require in order to perform the Services and include the User as a Free Agent on the Platform;
5.1.6. in providing the Services and including the User’s name and details on the Platform, Player Lens does not guarantee that the User will receive any offer from any Club in respect of a Free Agent Transaction or indeed that any Club will express any interest in the User in respect of his services as a professional football player.
5.2. The User acknowledges that: (a) Player Lens makes no representations about, does not guarantee, and shall in no way be liable for, the truth or accuracy of the User Profile on the Platform; and (b) the User Profile shall contain data provided to Player Lens from a third party(ies).
6.1. Player Lens may terminate the Agreement with immediate effect (and with no obligation to refund the Free Agent Subscription Fee) if the User:
6.1.1. commits a material breach of this Agreement which is not capable of remedy;
6.1.2. commits a material breach of this Agreement which is capable of being remedied but the User fails to remedy such breach within 14 days of a receipt of written notice from Player Lens and requiring it to be remedied;
6.1.3. enters into, or is found to have entered into, an employment or other contract with a Club without using the Services via the Platform;
6.1.4. is declared bankrupt; or
6.1.5. commits a material breach of any rule or regulation to which he is bound as a Free Agent Player (including, without limitation, any integrity, disciplinary, match fixing, betting or anti-doping rules or regulation).
7.1. Each party (“Receiving Party”) shall at all times (both during the term of this Agreement and after termination or expiry of the Agreement) keep confidential, and shall not without the prior consent of the other party (“Disclosing Party”), use or disclose to any third party (other than as permitted in this clause 7) any Confidential Information of the Disclosing Party.
7.2. For the purpose of this Agreement, “Confidential Information” shall mean all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, by the Disclosing Party and/or its Representatives, including but not limited to: (a) the terms of this Agreement; (b) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, business contacts or market opportunities of the Disclosing Party. “Confidential Information” does not include any information that: (i) is or becomes generally available to the public (other than as a result of its disclosure by the Disclosing Party or its Representatives in breach of this Agreement); or (ii) was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party as evidenced by written records; (iii) is agreed by the Disclosing Party in writing not to be confidential or to be disclosable; or (iv) is needed by the Receiving Party’s Representatives for the purposes of carrying out the Receiving Party’s obligations under this Agreement, provided that the Receiving Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 7 as though they were a party to this Agreement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. All Intellectual Property Rights in or arising out of or in connection with the Services and the Platform shall be owned by Player Lens.
8.2. The User acknowledges that, in respect of any third party Intellectual Property Rights, the User’s use of any such Intellectual Property Rights is conditional on Player Lens obtaining a written licence from the relevant licensor on such terms as will entitle Player Lens to license such rights to the User.
The User shall indemnify and keep indemnified Player Lens on demand, from and against any loss, claim, damage, penalty, fine, sanction and any other liability whatsoever and whether in contract or tort (including negligence) that Player Lens may suffer, sustain or incur as a result of the User’s breach of this Agreement and/or negligence.
10.1. 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 e-mail (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.
10.2. The Agreement constitutes the entire agreement between the User and Player Lens and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between both parties, whether written or oral, relating to its subject matter.
10.3. This Agreement applies to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
10.4. No variation or modification of this agreement shall be effective unless it is in writing and signed by the User and Player Lens (or respective authorised representatives).
10.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
10.6. A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
10.7. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.8. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
10.9. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
10.10. Except as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
10.11. Player Lens may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement to any third party. The User shall not, without the prior written consent of Player Lens, assign, transfer, subcontractor deal in any other manner with any or all of its rights or obligations under this Agreement.
11. GOVERNING LAW AND JURISDICTION
This 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 laws of England and Wales and both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this appointment or its subject matter or formation (including non-contractual disputes or claims).
Agreed to and acknowledged by the user by way of ticking the digital tick box on www.playerlens.com.
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