1 Contracting Parties
1.1 The SportBusiness Services (as defined below) and all contents, works and other materials contained therein, are owned and controlled by SBG Companies Ltd (company number 03174466) with registered office The Record Hall, 16-16A Baldwins Gardens, London, EC1N 7RJ and trading address The Record Hall, 16-16A Baldwins Gardens, London, EC1N 7RJ (the Company).
1.2 Under these terms and conditions (the Terms), SportBusiness Services means all websites, databases, reports and publications developed and operated by the Company to provide information, data analysis, insights and other materials to its clients, including those services identified as Rights Tracker, Deals Tracker, SportBusiness Media, SportBusiness Sponsorship, SportBusiness Professional, SportBusiness SoccerPro and SportBusiness Reports (each and together: the SportBusiness Services).
1.3 Any organization (the Client) which enters into an order form for subscribing to or purchasing any of the SportBusiness Services (the Order Form) is contracting with the Company. The Company grants permission to the Client to access and use the SportBusiness Services in accordance with its Order Form and on these Terms. The Company does grant any access and use of SportBusiness Services to consumers, that is any individual acting outside of their profession, business, craft or trade.
1.4 The Client warrants that all information provided to the Company and included in the Order Form and any other information requested by or provided to the Company in connection with the SportBusiness Services is accurate and complete and the Client shall notify the Company of any changes to that information.
1.5 Access to the SportBusiness Services is on these Terms to the exclusion of all other terms and conditions of business (including any that the Client may send to the Company or require the Company to accept through a purchase order process) and all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.
2. Use of SportBusiness Services
2.1 Subject to receipt of the applicable Fees, the Company grants to the Client a non-exclusive and non-transferable right to access and use the SportBusiness Services for its internal business purposes (the SportBusiness Account) through the usernames and passwords provided by the Company to the Client (the User Credentials).
2.2 Only employees expressly notified and identified to the Company (the Authorised Persons) shall be entitled to access the SportBusiness Account by the User Credentials and provided they remain employees of the Client. The Client is responsible for safeguarding the security of the User Credentials provided to each Authorised Person. The Client shall ensure that the User Credentials for each Authorised Person are used only by that Authorised Person. The Client shall inform the Company immediately if any Authorised Person leaves its employment and agrees that the Company may revoke the User Credentials for that Authorised Person.
2.3 The Client shall not, shall procure that its employees shall not, and shall not assist or authorize any third party to (a) make available the User Credentials to any third party, including any supplier, agent or subcontractor, to access the SportBusiness Services; (b) make access to the SportBusiness Services available through a single User Credential to multiple users on a network; (c) try to gain unauthorised access to SportBusiness Services or any networks, servers or computer systems connected to SportBusiness Services; (d) access the SportBusiness Services at such a rate that would not be possible by an individual and would indicate that content is being ‘scraped’ via technology; (e) use the SportBusiness Services for any news or information or database service that is made available or distributed on an Intranet, a network, an electronic storage device or by email; (f) use the contents (or any part thereof) of the SportBusiness Services as part of a competitive service to that of the Company.
2.4 The Client agrees that that (a) it is solely responsible for all activities that occur under its SportBusiness Account; (b) it will take all reasonable steps to ensure that nobody apart from the Authorised Persons will access the SportBusiness Services by using the User Credentials of its SportBusiness Account; and (c) it will be liable for any use of its account by non-authorised persons or any additional fees, charges or costs that may be due to the Company arising from any unauthorised access or distribution of the SportBusiness Services (or any part thereof) by use of its User Credentials or SportBusiness Account. The Client shall notify the Company immediately and provide full particulars on becoming aware of any unauthorised use of its SportBusiness Account and/or User Credentials.
3. Fees and Payments
3.1 In consideration for the SportBusiness Account provided to access the SportBusiness Services for the term indicated in the Order Form, the Client undertakes to pay the non-refundable consideration (the Fees) as set out in the Order Form. The Fees are exclusive of V.A.T. or any other tax or surcharge imposed by any competent authority upon or in relation to the supply of any services subject to these Terms, which shall be determined as at the date of supply of the services and shall be payable by the Client.
3.2 Unless otherwise indicated in the Order Form, the Company shall invoice the Client for the Fees and the Client shall pay the Fees in advance of the provision of SportBusiness Services. All invoices shall be paid without deduction, set-off or counterclaim. The Client shall not be entitled to withhold the whole or any part of the Fees on the ground of any alleged defect or any other claim whatsoever against the Company, unless the defect or other claim is recognised by the Company and the Company agrees to such retention.
3.3 Without prejudice to any other right or remedy that the Company may have, if the Client fails to pay an invoice by the due date, the Company shall be entitled to charge interest and compensation on any overdue sums, accruing from the due date up to the date of actual payment in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.
4. Intellectual Property Rights
4.1 The Client acknowledges that the SportBusiness Services and their content are owned or controlled by the Company and its affiliated and subsidiary companies. No intellectual property rights (including copyright and database rights) in any SportBusiness Services content are assigned to the Client under these Terms.
4.2 The Client shall not and shall procure that no person acting with it or third party shall (whether directly or through the use of any software program): (a) create a database in electronic or structured manual form by regularly or systematically copying, downloading and storing all or any part of the SportBusiness Services websites or databases; (b) reproduce or transmit to or store any part of the SportBusiness Services in any other website, or disseminate its contents in any electronic or non-electronic form, or include them in any public or private retrieval system, e-mail, newsletter or other information service; (c) sell, distribute, publish, broadcast, disseminate, transmit electronically, commercially exploit or otherwise make the contents of the SportBusiness Services available in any manner or on any media to any third party; (d) make printed or electronic copies of multiple extracts of the SportBusiness Services for any purpose; (e) download and electronically save the whole or substantial parts of the SportBusiness Services; (f) remove, obscure or modify copyright notices, text acknowledgements or other means of identification or disclaimers as they appear.
4.3 The Client acknowledges that (a) when the SportBusiness Services include third-party products and companies names and logos which are trademarks™ or registered® trademarks of their respective holders, their use within the SportBusiness Services is made for informational purposes only and does not imply any affiliation with or endorsement by them; and (a) certain information made available from the SportBusiness Services may be subject to the rights of the respective owners/publishers under applicable international copyright and other laws governing intellectual property and that the use by the Client of said information may be limited or restricted thereunder.
5. Company Obligations
5.1 The Company shall (a) publish and update the SportBusiness Services with reasonable skill and care, in good faith and based on the best information possessed by the Company at the date of publication; and (b) use reasonable endeavours to ensure that the SportBusiness Services are accessible at least 98% of the time, save in relation to any planned or emergency maintenance.
6. Disclaimer and Limitation of Liability
6.1 The contents of the SportBusiness Services are for general information only. Data published by the Company within the SportBusiness Services is published in good faith and is the best information possessed by the Company at the stated date of publication. The Client agrees that (a) the SportBusiness Services do not constitute advice and should not be relied upon by any person in making (or refraining from making) any decision; (b) the Client is solely responsible for ensuring that the SportBusiness Services are appropriate and suitable for its needs; and (c) the SportBusiness Services are provided as is without any representation, warranty or condition, express or implied, as to the quality, accuracy, timeliness, completeness and fitness for a particular purpose.
6.2 The Company will not be liable for any damages (including damages for loss of business projects, or loss of profits) arising in contract, tort including negligence or otherwise arising from (a) any error in any third party information or any reasonable interpretation of such third party information in the SportBusiness Services; and (b) the use of the SportBusiness Services in breach of these Terms.
6.3 The Company shall not be liable for: (a) loss of profits; (b) loss of business; (c) loss or corruption of data or information; (d) business interruption; (e) loss of reputation; and/or (f) any kind of special, indirect, consequential loss or pure economic loss whether or not advised of the possibility of such loss.
6.4 Certain links contained within the SportBusiness Services may lead from time to time to resources located on servers maintained by third parties over which the Company has no control and has sought no control. The Company accepts no responsibility or liability for any of the material contained on those servers or for any loss and/or damage or infection by viruses or anything else, which has contaminating or destructive properties.
6.5 The SportBusiness Services may contain advertising and other material submitted to the Company by third parties. Such advertising does not constitute an endorsement or recommendation and the Company accepts no responsibility or liability for ensuring that material submitted for inclusion in the SportBusiness Services complies with all applicable law. The Company will not be responsible for any error, omission or inaccuracy in advertising material, and reserves the right to omit, suspend or change the position of any advertising material submitted for insertion.
6.6 If notwithstanding any other provisions of these Terms, the Company is held liable to the Client for any reason, the Company’s aggregate liability in respect of any loss or damage suffered by the Client arising out of or in connection with these Terms, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Fees actually paid by the Client to the Company.
6.7 Nothing in this Clause 6 shall limit or exclude the Company’s liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.
7. Term, Suspension and Termination
7.1 The term of access to the SportBusiness Services shall commence on the contract start date set out in the Order Form and terminate on the contract end date set out in the Order Form.
7.2 Without prejudice to any other rights or remedies available to the Company, the Company shall be entitled to suspend the SportBusiness Services or to refuse to permit the Client to access the SportBusiness Services by notice to the Client, without any refund of the Fees paid (b) where any unauthorized use of the SportBusiness Services is reasonable suspected, or (b) if the Client fails to pay an invoice by the due date.
7.3 Without prejudice to any other rights or remedies available to the Company, the Company shall be entitled to terminate the agreement for the provision of the SportBusiness Services to the Client by notice to the Client, without any refund of the Fee paid (a) if the Client fails to pay any part of the Fees for more than 20 business days after the due date; or (b) if the Client commits any other material breach of any of the these Terms; or (c) if the Client becomes insolvent or otherwise unable to pay its debts or is the subject of a petition for winding up or otherwise compounding with its creditors.
7.4 Termination of these Terms shall not affect the accrued rights of each party. Notwithstanding termination, the following Clauses shall remain in force: Clauses 4 (Intellectual Property Rights), 6 (Disclaimer and Limitation of Liability), 7.4 (Termination), 10 (General) and 11 (Governing Law and Jurisdiction).
8. Force Majeure
8.1 For the purposes of this Clause 8, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
8.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
8.3 If performance of any obligation under these Terms is prevented, hindered, or delayed for more than fourteen (14) days due to an event of Force Majeure either party shall be entitled to terminate the agreement for the provision of the SportBusiness Services on written notice to the other party.
9. Data Protection, Privacy and Cookies
10.1 In these Terms, words in the singular include the plural and in the plural include the singular; headings are for convenience only and shall not affect construction; reference to including shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
10.2 Nothing in these Terms shall confer or purport to confer on any third party any benefit or the right to enforce any of these Terms.
10.3 The failure or delay of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor shall operate to bar the exercise or enforcement of it at any other time. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
10.4 If any provision of these Terms is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
10.5 Nothing in these Terms shall create or imply a partnership or joint venture.
10.6 Any notice given under these Terms shall be in writing and shall be served by delivering the notice personally, by email, by air mail or pre-paid first-class post to the latest address notified to the other party. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery, if delivered by first class post 48 hours from the date of posting and if delivered by air mail seven (7) days from the date of posting.
11. Governing Law & Jurisdiction
11.1 These Terms and any SportBusiness Services in which they are incorporated shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.