PLAYER LENS LIMITED
STANDARD TERMS AND CONDITIONS FOR CLUBS
(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) [COMPANY NAME] incorporated and registered in England and Wales with company number [COMPANY NO.] whose registered office is at [REGISTERED ADDRESS] (the “User”).
1.1. The definitions and rules of interpretation in this clause 1 apply in this Agreement.
Club: a professional association football club anywhere in the world.
Commencement Date: the date upon which the User is accepted onto the Platform under the terms and conditions of this Agreement.
Initial Subscription Term: the period of 12 months from the Commencement Date.
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: 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.
Player: a professional association football player.
Profile: the profile of and all data and other information relating to any Player that appears on the Platform.
Services: the subscription services provided by Player LENS to the User under this Agreement.
Term: the Initial Subscription Term together with any Extension Period(s) (if applicable).
Transaction: the registration of a Player with a Club or the entering into an employment or other contract between a Player and a Club, following the identification or revelation of such Player through the provision of the Services and/or via the Platform.
2.1. Player LENS is a technological aide for the football industry aiming to facilitate connections to allow the efficient movement of Players in the transfer and loan market. It provides an online platform offering the Services to Clubs, Players and Agents (the “Platform”).
2.2. The User is a Club that is willing to use the Platform to, from time to time, make its own Players available for loan or transfer; to search for Players made available by other Clubs or Intermediaries; and/or to communicate with other Clubs or Intermediaries. This Agreement governs Player LENS’ provision of 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 Intermediary activity. For the avoidance of doubt, whilst Player LENS can be used to connect Clubs, Players and Intermediaries, the Services do not involve Player LENS engaging in any contractual negotiations between Clubs, Players and Intermediaries.
3.1. An annual fee will be payable by the User for the Services, the amount of which will be set out in separate correspondence to the User from Player LENS (the “Subscription Fee”). Player LENS reserves the right to adjust the fee on an annual basis, and will give the User not less than three months notice of any change. The User will be deemed to accept the Subscription Fee as amended from time to time, by using the platform after the date on which the amended Subscription Fee would come into effect.
3.2 There will be no additional sum due from the User in respect of any Transaction entered into involving a Player joining or leaving the User. However, Player LENS may charge a fee to an Intermediary who has used the Platform in respect of such Transaction. The User will have no liability to Player LENS in respect of this Intermediary fee.
3.3. Player LENS will not be held liable for, and the User will not have the right to be reimbursed for, any Subscription Fee for any reason, including (without limitation) if the information provided by the User when signing up to the Platform is factually incorrect.
3.4. In the event Player LENS agrees to provide the Services to the User for no annual fee, it shall be sufficient consideration from the User if it accesses the Platform and allows others Clubs to contact it through the Platform due to the mutual benefit this provides.
- SERVICES AND TERM
4.1. Player LENS shall provide the Services to the User for an initial period of twelve months (the Initial Subscription Term) unless terminated earlier in accordance with the terms of this Agreement.
4.2. After the Initial Subscription Term, the Services shall automatically continue for a further period of 12 months (the “Extension Period”) upon payment of the Subscription Fee (if applicable). Thereafter, the Services shall continue to be provided on a rolling 12 month basis (each additional 12 months being another Extension Period) upon payment of the Subscription Fee (if applicable) unless terminated by either party.
5.1. The User hereby undertakes, represents and warrants to Player LENS that:
5.1.1 the individual(s) accessing the Platform on behalf of the User are official representatives of the User and have full authorisation of the User to access the Platform;
5.1.2 it shall comply with all applicable national and international football rules and regulations in so far as they may apply to it;
5.1.3 it shall provide any such information that Player LENS may reasonably require in order to perform the Services;
5.1.5 in providing the Services, Player LENS does not guarantee any communication from any Club, Player or Intermediary in respect of a Transaction.
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 any Player Profile on the Platform; and (b) the 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 Subscription Fee) if:
6.1.1. the User commits a material breach of this Agreement which is not capable of remedy;
6.1.2. the User 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; or
6.1.3. the User fails to pay the Subscription Fee within 14 days of receipt of an invoice from Player LENS.
7.1. Each party when receiving information (“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.
7.3. “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.
- 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 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.
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 letter 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.
10.13. Any notice given by the User to Player LENS in accordance with this Agreement must be sent to [ ].
- 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).
For and on behalf of Player LENS Limited
Agreed to and acknowledged by the user by way of ticking the digital tick box on www.playerlens.com