1.1 SBG Companies Ltd, company number 03174466 and registered office Park House, 116 Park Street, London, W1K 6AF (the Company) and trading address 283-288 High Holborn, London, WC1V 7HP grants permission to organisations (the Client), to access and use the Company’s content available through the Company’s website which shall include SportBusiness Media, SportBusiness Sponsorship and SportBusiness Professional (Licensed Works) in accordance with the quote prepared by or on behalf of the Company (the Quote) and on these terms and conditions (the Terms). The Company does not license use of the Licensed Works to consumers, that is an individual acting outside of their profession, business, craft or trade.
1.2 Access to the Licensed Works is on these Terms to the exclusion of (a) 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 (b) all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.
1.3 The Client warrants that all information provided to the Company and included in the Quote is accurate and complete and the Client shall notify the Company of any changes to that information.
1.4 The Client is responsible for maintaining the confidentiality of its user credentials, and is solely responsible for all activities that occur under its account.
2. Use of Licensed Works
2.1 Subject to receipt of the Fee due, the Company grants to the Client a non-exclusive and non-transferable right and licence to access and use the Licensed Works for its internal business purposes.
2.2 Only employees expressly notified and identified to the Company shall be entitled to access the Licensed Works and provided they remain employees of the Client. The Client shall ensure that the user credentials for each employee are used only by that employee, and the Client shall inform the Company immediately if any employee leaves its employment and agrees that the Company may revoke the user credentials for that employee.
2.3 The Client shall notify the Company immediately and provide full particulars on becoming aware of any unauthorised use of the Client’s user credentials.
2.4 Except to the extent permitted by applicable law that is not capable of lawful exclusion, the Client shall not, shall procure that its employees shall not, and shall not assist or authorize any third party to (a) make available its user credentials to any third party, including any supplier, agent or subcontractor; (b) make access to the Licensed Works available through a single user credential to multiple users on a network; (c) sell, license, distribute, publish, broadcast, disseminate, transmit electronically, commercially exploit or otherwise make the Licensed Works available in any manner or on any media to any third party; (d) remove, obscure or modify copyright notices, text acknowledgements or other means of identification or disclaimers as they appear; (e) make printed or electronic copies of multiple extracts of the Licensed Works for any purpose; (f) create a database, news or information service from the Licensed Works that is made available or distributed by email, on an Intranet, a network, any electronic storage device; (g) download and electronically save the whole or substantial parts of the Licensed Works; (h) access the Licensed Works at such a rate that would not be possible by an individual, and would indicate that content is being ‘scraped’ via technology; and/or (i) try to gain unauthorised access to the Licensed Works or any networks, servers or computer systems connected to the Licensed Works.
3.1 The non-refundable fee for the Licensed Works (the Fee) is set out in the Quote and is 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 the Company agrees otherwise, the Company shall invoice the Client for the Fee in advance of the provision of the Licensed Works and the invoice shall be paid within 30 days of receipt of the invoice without deduction, set-off or counterclaim.
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 no intellectual property rights (including copyright and database rights) in the Licensed Works are assigned to it under these Terms.
4.2 The Client shall not and shall procure that no person acting with it shall (whether directly or through the use of any software program) create a product in electronic or structured manual form by regularly or systematically copying, downloading and storing all or any part of the pages from the Licensed Works.
5. Company Obligations
5.1 The Company shall (a) publish the Licensed Works with reasonable skill and care, in good faith and based on the best information possessed by the Company at the date of publication; (b) use commercially available anti-virus software in relation to the Licensed Works; (c) use reasonable endeavours to ensure that the Licensed Works are accessible at least 98% of the time, save in relation to any planned or emergency maintenance; and (d) in providing access to the Licensed Works, comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010.
6. Disclaimers and Limit of Liability
6.1 The Client agrees that (a) the Licensed Works 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 Licensed Works are appropriate and suitable for its needs; and (c) the Licensed Works 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 Subject to Clause 6.7, 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 Licensed Works; and (b) the use of the Licensed Works in breach of these Terms.
6.3 Subject to Clause 6.7, 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 Subject to Clause 6.7, 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 paid during the 12 months preceding the date of the claim to the Company.
6.5 Certain links on the Licensed Works 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.
6.6 The Licensed Works may contain advertising and other material submitted to the Company by third parties. Such advertising does not constitute and endorsement or recommendation and the Company accepts no responsibility or liability for ensuring that material submitted for inclusion in the Licensed Works 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.
6.7 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, Termination and Suspension
7.1 The term of access to the Licensed Works shall commence on the contract start date set out in the Quote and terminate on the contract end date set out in the Quote.
7.2 Without prejudice to any other rights or remedies available to the Company, where any unauthorised use of the Licensed Works is reasonably suspected, the Company shall be entitled to suspend access to the Licensed Works by the Client immediately without any refund of all or part of the Fee paid.
7.3 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 suspend or to refuse to permit the Client to access the Licensed Works.
7.4 The Company shall have the right (but not the obligation) to terminate or suspend the Terms with no obligation to refund any Fees paid by notice to the Client in the event of a material breach of any of the these Terms or if the Client becomes insolvent or otherwise unable to pay its debts or (being an individual) having a bankruptcy petition filed against his name or (being a company) being the subject of a petition for winding up or otherwise compounding with its creditors.
7.5 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), 6 (Disclaimer and Limit of Liability), 7.5 (Termination, 9 (General) and 10 (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 14 days due to an event of Force Majeure either party shall be entitled to terminate these Terms on written notice to the other party.
9.1 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.
9.2 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.
9.3 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 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.
9.4 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
9.5 Nothing in these Terms shall create or imply a partnership or joint venture.
9.6 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 7 days from the date of posting.
10. Governing Law & Jurisdiction
10.1 These Terms shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.