These Terms set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.
INFORMATION ABOUT THESE TERMS AND CONDITIONS
- The Platform Operator provides an online platform (the “Platform”), which is used to conduct marketing campaigns, commercial sponsorship and endorsement transactions between athletes, influencers, sports clubs and sports agents’ clients (hereafter “Talent”) and companies, brands and marketing agencies (hereafter “Sponsors”) to reach targeted audiences. The Platform is accessible as a web application (the “Web Application”) or via an application for mobile devices (the “Mobile Application”).
- The Platform Operator is Sportskred Ltd trading as eSportskred. Sportskred is registered in England and Wales under company number 09858691 and its registered office is at The Way, Fowlmere, Herts, SG8 7QS UK.
- By using the Platform, you confirm that you accept these terms and conditions (the “Terms”) (on behalf of yourself or the entity that you represent) and that you represent and warrant that you have the right, authority and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You agree to comply with these Terms, whether or not you become a Talent or a Sponsor. Please read these Terms carefully before you start to use the Platform, or when prompted during use of the Platform, as these will apply to your use of the Platform. We recommend that you print a copy of this for future reference.
- The Platform Operator may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes that are made, as they are binding on you.
- If you do not agree to these Terms, you must not use the Platform.
- Subject to this Section, these Terms will remain in full force and effect while you use the Platform. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3 to 32.
- The definitions and rules of interpretation set out in Schedule 1 of these Terms shall apply.
- A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- A reference to writing or written includes faxes and emails.
- Unless explicitly specified otherwise on the Platform, the Platform Operator’s responsibilities are limited to:
- facilitating the availability of the Platform and providing the Platform Services; and
- complying with its obligations, including in respect of payment, pursuant to these Terms.
- The Platform Operator may update the Platform and Platform Services, and any content contained thereunder, from time to time. However, please note that any of the content on the Platform may be out of date at any given time, and the Platform Operator is under no obligation to update it.
- The Platform Operator does not guarantee that the Platform, or any content contained thereunder, will be free from errors or omissions.
- In order to use certain features of the Platform you must register to create an Account and become a Registered User. This can be done on the Platform.
- The Platform Operator will create your Account and your Profile for your use of the Platform based upon the personal information you provide. During this process you will choose a password or any other piece of information as part of the security procedures. You must treat your password as confidential and you must not disclose the same to a third party. You agree to immediately notify the Platform Operator of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.
- Subject to these Terms, the Platform Operator grants you a non-transferable, non-exclusive, revocable, limited licence to use and access the Platform solely for your own personal or authorised commercial use.
- The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.
- You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Furthermore, you will take sole responsibility for any activities or actions under your Account, whether or not you have authorised such activities or actions.
- The Platform Operator reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you, depending on the agreement that the Platform Operator has with you. You agree that the Platform Operator will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof, unless your use of the Platform is under a separate contract for the services.
- You acknowledge and agree that the Platform Operator will have no obligation to provide you with any support or maintenance in connection with the Platform, unless this is covered under a separate service level agreement.
- The Platform Operator has the right to disable or suspend any Account, identification code or password, whether chosen by you or allocated by the Platform or the Platform Operator, at any time, if in the reasonable opinion of the Platform Operator you have failed to comply with any of the provisions of these Terms.
- If the Platform Operator exercises their discretion under these Terms any or all of the following can occur with or without prior notice or explanation to you:
- your Account will be deactivated or suspended, and you will not be able to access your Account via the Platform;
- any pending or accepted future offers or bookings as either Talent or Sponsor will be immediately terminated;
- in respect of an Offer or Proposal, the Platform Operator may communicate to the other party, whether Talent or Sponsor (as applicable) that a potential or accepted Offer has been cancelled.
- You may cancel your Account at any time by sending an email to the Platform Operator or deleting the account from within the Platform.
- Please note that if your Account is cancelled, the Platform Operator does not have an obligation to delete or return to you any Content you have posted to the Platform.
- The Platform Operator shall provide the following services to Users subject to the terms and conditions of these Terms:
- provision of the Platform; and
- administering and facilitating the Offer Process and the Transaction Process, together the “Platform Services”.
- When applying to become a Registered User, you will be asked a variety of questions, including, but not limited to your name and email address. The Platform Operator will promptly notify you as to whether you have been accepted as a Registered User on the Platform.
- Once accepted as a Registered User, your profile details (that you enter and confirm) may be made publicly available on the Platform, dependent on the Platform Operator’s licence agreement. Sponsors, or the Platform Operator, will be able to make an Offer on the Platform based upon the information provided in a Talent Profile. Talent interested in receiving an Offer may be able to contact Sponsors on the Platform to make a proposal (“Proposal”, dependent on the Platform Operator’s licence agreement.
- For the avoidance of doubt, the Platform Operator may choose to reject a Sign-up/Registration request at its own discretion and for any reason, which need not be disclosed to you. You acknowledge and agree that, to the maximum extent permissible by law, the Platform Operator shall not be liable for any loss incurred by you in connection with a rejected sign up/registration.
- You acknowledge and agree that you are responsible for the accuracy and truthfulness of the information you post in your profile on the Platform. Accordingly, you represent and warrant that any information you post, any Offer (in the case of a Sponsor) or Proposal (in the case of a Talent) you make:
- will not breach any agreements you have entered into with any third parties; and
- will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to information you post (including having all required consents, licenses and registrations), and (b) not conflict with the rights of third parties.
- will not bring damage or reputational risk to any party.
- The Platform Operator assumes no responsibility for a User’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. The Platform Operator reserves the right, at any time and without prior notice, to remove or disable access to any User’s account for any reason, including profiles that the Platform Operator, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Platform.
- The Platform Operator cannot and does not control the content contained in the Profiles of any Users and the condition, legality or suitability of any Profile. The Platform Operator is not responsible for and disclaims any and all liability related to any and all Profiles. Accordingly, any Offers or Proposals will be made at your own risk.
- If a Sponsor or the Platform Operator, searches and either views a Talent’s profile or adds a Talent to a campaign shortlist on the Platform, it shall not enter into any contractual relationship for social media sponsorship with that Talent by any means other than pursuant to these Terms, for a period of twelve (12) months from the date and time at which the Sponsor or Platform Operator first searched for the Talent on the Platform (the “First Exclusivity Period”).
- Notwithstanding paragraph 8.1, in respect of any Transaction, the Sponsor or Platform Operator and the Talent in question shall not enter into any contractual relationship with each other for social media sponsorship by any means other than pursuant to these Terms, for a period of twelve (12) months from the Transaction Agreement Time (the “Second Exclusivity Period”).
- Any contractual relationship entered into between a Sponsor or Platform Operator and a Talent outside of either the First Exclusivity Period or the Second Exclusivity Period by any means other than pursuant to these Terms shall be between the Talent and the Sponsor or the Platform Operator and outside of these Terms.
- Each Offer shall be deemed to be a separate offer by the Sponsor or the Platform Operator to the Talent in question to procure the Talent Services in accordance with these Terms and the applicable Offer Form, which the Talent or their agent shall be free to accept, decline or discuss, acting reasonably.
- If you (as a Talent or Talent’s agent) receive an Offer, you will have a limited period from the time of the Offer (the “Acceptance Period”) to confirm or reject the Offer, otherwise the Offer will be automatically declined on your behalf once the acceptance period has elapsed.
- An Offer shall only be deemed to be accepted when the Platform Operator receives confirmation via the platform from the Talent or their agent has accepted the Offer. After acceptance the Platform Operator or the Sponsor will be able to book the Offer at which point and on which date the Transaction and the Transaction Agreement shall come into existence (the “Transaction Agreement Date”).
- In order for an Offer to be completed by the Talent, the Sponsor understands and agrees that the Platform Operator, on behalf of the Talent, reserves the right, in its sole discretion, to:
- charge, by way of invoice, the full amount for the value of the Offer once booked together with any applicable fees
- charge fees that will be deducted from the amount the Sponsor or Platform Operator pays before paying the Talent for their services.
- charge fees that will be deducted from the amount the Sponsor or Platform Operator pays before paying the sports agent for their services (should the Talent have a sports agent registered on the Platform).
- cancel the offer if the Sponsor or the Platform Operator has not paid or received acceptable confirmation of payment before the start date of the Talent services.
- The Platform Operator shall assign a Transaction reference number to each Transaction entered into. Each party shall use the relevant Transaction reference number in all subsequent correspondence relating to the Transaction.
- The party who booked the Offer (either the Sponsor or the Platform Operator) shall be solely responsible for honouring any Offers made and booked on the Platform in accordance with these Terms.
- The Talent, and not the Platform Operator, shall be solely responsible for honouring any Offers accepted on the Platform in accordance with these Terms.
- If a Talent (or their Agent) chooses to accept an Offer, and the Offer has been booked by the Sponsor or Platform Operator, then the relevant two parties understand that they will be required to enter into a Transaction Agreement. The party who made the booking (either the Sponsor or the Platform Operator Operator) and the Talent (or their Agent) agree to accept the terms, conditions, rules and restrictions set out in the applicable Transaction Agreement. Both the party who made the booking (either the Sponsor or the Platform Operator) and the Talent acknowledge and agree that they will be responsible for performing the obligations of any such Transaction Agreement and, with the exception of the Platform Operator’s payment obligations hereunder, the Platform Operator shall not be liable in respect of any claim arising from or related to any such Transaction Agreement unless they were the booking party.
- In respect of a Transaction, unless otherwise agreed to in writing by both the party making the booking (either the Sponsor or the Platform Operator Operator) and the Talent, the Transaction Agreement shall take the form of the Default Transaction Agreement.
- If a Sponsor or Platform Operator and Talent (or their Agent) agree in writing that they wish to use an alternative Transaction Agreement to the Default Transaction Agreement, or make any additions or amendments to the Default Transaction Agreement, they may do so provided such replacement Transaction Agreement, or additional or alternative terms, do not in any way affect the rights or responsibilities of the Platform Operator pursuant to the the Platform Operator Terms to which both the Sponsor and Talent are a party, or violate the terms of the Platform Operator Terms in any way.
- You acknowledge that the Platform Operator, unless they were the party making the booking, is not a party to any Transaction Agreement, except as a third-party beneficiary as described further at paragraph 10 below (Payment Terms).
- The Platform Operator may communicate to the Sponsor (if they made the booking) the Total Fees which would be payable by the Sponsor should a particular Transaction be entered into.
- Upon acceptance of an Offer by a Talent, and confirmation by way of booking by the Sponsor, the Sponsor shall be obliged to pay the Platform Operator the Total Fees in accordance with the payment provisions contained in the Transaction Form.
- Upon the Platform Operator’s receipt in full of the Total Fees from the Sponsor in accordance with paragraph 13.1, after the Talent has completed the assignments as agreed in the offer, the Platform Operator shall pay the Talent Services Fee, less any Service Fees, Agent Fees or any further fees to the Talent in accordance with the payment provisions contained in the Offer Form. In the event that the Platform Operator does not comply with its obligations under this paragraph 10.2, the applicable Talent shall have recourse against the Platform Operator.
- Each Talent agrees that the Platform Operator may:
- permit the booking party to cancel the Transaction prior to the start date of the assignments; and
- refund to the Sponsor that portion of the Talent Services Fee specified at paragraph 11 below (Cancellation).
- Upon a Talent not carrying out the assignments in accordance with the agreed Offer, the Platform Operator shall refund to the applicable Sponsor any amounts collected by the Platform Operator from the Sponsor in respect of that Offer, in accordance with paragraph 11 below (Cancellation), and shall release, or arrange to be released, any pre-authorisation of such Sponsor’s credit card, if applicable.
- The Sponsor acknowledges that the Platform Operator cannot control any fees that may be charged to a Sponsor by his or her bank in relation to a Sponsor’s payment, and the Platform Operator’s collection, of the Total Fees, and the Platform Operator disclaims all liability in this regard.
- In connection with any Offer, a Sponsor may be asked to provide customary billing information such as name, billing address and credit card information either to the Platform Operator or its third-party payment processor(s) and you hereby agree to comply with any such requests.
- Where applicable, Taxes may also be charged in respect of the Talent Services Fee and any other applicable fees.
- Except as otherwise provided herein, the Talent Services Fee and any other applicable fees shall be non-refundable.
- The Sponsor shall make each payment due to the Platform Operator under these Terms, in full and in cleared funds, on or before the due date as defined by the Platform Operator (“Payment Due Date”), to a bank account nominated in writing by the Platform Operator.
- Without prejudice to any other rights or remedy that it may have, if a Sponsor fails to make any payment due to the Platform Operator under these Terms by the Payment Due Date, it shall pay interest on the overdue amount at the rate of 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 Payment Due Date until actual payment of the overdue amount, whether before or after judgment. The Sponsor shall pay the interest together with the overdue amount. The Platform Operator shall have the right to suspend the Platform Services until payment has been made in full. The Platform Operator will also have full right to cancel any assignments with the Talent.
- In relation to payments disputed by Sponsors in good faith, interest under this clause is payable only after the dispute is resolved, on sums found to be due, from the Payment Due Date until payment.
- All sums payable to the Platform Operator under these Terms shall become due immediately on cancellation or termination of the Platform Services, despite any other provision. This clause 10.14 is without prejudice to any right or claim for interest under the law, or any such right under these Terms.
- All amounts due under these Terms and the applicable Transaction Agreement 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).
- If you dispute any payment or other statement of monies due under these Terms, you shall immediately notify the Platform Operator in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly.
Cancellation by the Sponsor:
- If a Sponsor cancels a Transaction more than twenty-one (21) days prior to the Talent Services Commencement Date, no cancellation fee shall be payable by the Sponsor to the Platform Operator.
- If a Sponsor cancels a Transaction less than twenty-one (21) days prior to the Talent Services Commencement Date, the Platform Operator shall be entitled to retain 30% of the Talent Services Fee (the “Short Notice Sponsor Cancellation Fee”). The Sponsor Cancellation Fee shall be divided between the Platform Operator and the relevant Talent in the following proportions:
- 50% of the Short Notice Sponsor Cancellation Fee shall be paid to the Talent; and
- 50% of the Short Notice Sponsor Cancellation Fee shall be retained by the Platform Operator.
- If a Sponsor cancels a Transaction after the Talent Services Commencement Date, the Platform Operator shall be entitled to retain 100% of the balance of the Talent Services Fee (the “No Notice Sponsor Cancellation Fee”). The Sponsor Cancellation Fee shall be divided between the Platform Operator and the relevant Talent in the following proportions:
- 75% of the No Notice Sponsor Cancellation Fee shall be paid to the Talent; and
- 25% of the No Notice Sponsor Cancellation Fee shall be retained by the Platform Operator.
Cancellation by the Talent
- If a Talent cancels a Transaction prior to the commencement date, then:
- The Platform Operator will refund the Total Fees for such booking to the applicable Sponsor within a reasonable time of the cancellation less any payment processing fees; and
- the Sponsor may receive a confirmatory email or other communication from the Platform Operator containing alternative Talent profiles and other related information.
- If a Talent cancels a Transaction, the Platform Operator has the right (in its sole discretion) to impose a cancellation fee on the Talent (the “Talent Cancellation Fee”).
UPLOADING CONTENT TO THE PLATFORM
- Whenever you make use of a feature that allows you to upload Content to the Platform, or to make contact with other Users of the Platform, you must comply with the Content standards set out in our Acceptable Use Policy as defined below.
- You warrant that any such contribution does comply with those standards, and you will be liable to the Platform Operator and indemnify the Platform Operator for any breach of that warranty.
- Any Content you upload to the Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Content, but you are required to grant the Platform Operator and the Sponsor who entered into the Transaction Agreement on the Platform a limited licence to use, store and copy that Content and to distribute and make it available to third parties.
- The Platform Operator also has the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
- The Platform Operator will not be responsible, or liable to any third party, for the Content or accuracy of any Content posted by you or any other Sponsor on the Platform.
- The Platform Operator has the right to remove any Content you post on the Platform if, in its opinion, the Content does not comply with the content standards set out in these Terms.
- The views expressed by other Users on the Platform do not represent the views or values of the Platform Operator.
- The Platform Operator is not obligated to backup any User Content, and your User Content may be deleted from the Platform at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
ACCEPTABLE USE POLICY
- You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
THIRD PARTY LINKS AND RESOURCES IN THE PLATFORM
- Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. The Platform Operator has no control over the contents of those sites or resources.
INTELLECTUAL PROPERTY RIGHTS
- Sportskred is the owner or the licensee of all Intellectual Property Rights in the Platform and in all Content published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
- You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform, and its content are owned by Sportskred. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 4.3. Sportskred and its suppliers reserve all rights not granted in these Terms. There are no implied licences granted under these Terms.
- You must not use any part of any Content on the Platform for commercial purposes without obtaining a licence to do so from Sportskred or Sportskred’s licensors.
- If you print off, copy or download any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at Sportskred’s sole discretion, return or destroy any copies of the materials you have made.
- When you upload or post Content to the Platform, you grant Sportskred a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Content on, through, by means of or to promote or market the Platform.
- The rights for all content generated by a Talent and provided to a Sponsor or the Platform Operator, whether paid for or not, and irrespective whether the content is authored text, images or video, the rights to such content shall by default remain with the Talent. The Talent will allow the sponsor and the Platform Operator the limited right to use such content according to the agreed Talent Services, but not for other usage apart from as agreed between the Talent and the Sponsor, notwithstanding paragraph 7, Non-Circumvention.
- By linking any social media profiles to the Platform, the Platform Operator warrants that it will never knowingly post any content to the linked social media accounts. The links will be used solely for gathering of data and to provide information to enable a sponsor or the Platform Operator to make an informed decision about your social media audience and/or value or to check that the agreed Talent Services have been completed according to the booked offer.
- If you provide any feedback or suggestions to Sportskred regarding the Platform (“Feedback”), you hereby assign to the Sportskred all rights in such Feedback and agree that Sportskred shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Sportskred will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Sportskred any information or ideas that you consider to be confidential or proprietary.
- You acknowledge and agree that:
- the Platform Operator is not a party to any contractual arrangements entered into between Talent and Sponsor (unless the Platform Operator is the booking party) including Transaction Agreements;
- you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any employees, agents, officers, subcontractors, consultants, representatives, coaches and other individuals associated with you and who are in any way involved or party to the provision of the Services by the Platform Operator;
- the Platform may make recommendations for the Talent Services Fee; however, these can be set by the Talent or the Platform Operator under certain circumstances, and irrespective of how they are set, it is your obligation to confirm you accept the Talent Service Fees when these are available on your Profile.
- The Platform Operator is not obliged to:
- provide Talent with any equipment, labour, or materials needed for a particular Transaction Agreement; or
- provide the premises at which the Talent will deliver any part of the Talent Services.
- The Platform Operator makes no representations about, and does not guarantee:
- the quality, safety, or legality of, the Talent Services;
- the truth or accuracy of Listings;
- the qualifications, background, or identities of Users;
- the ability of the Talent to deliver the Talent Services;
- the ability of Sponsors to pay for the Talent Services; or
- that a Sponsor or Talent can or will actually enter into a Transaction.
- The Platform Operator is not required to and may not verify any feedback or information given by Talent or Sponsors, nor does the Platform Operator perform background checks on Talent or Sponsors.
- You hereby acknowledge and agree that the Platform Operator may provide information on the Platform about a Talent or Sponsor, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Talent or Sponsors voluntarily submit to the Platform and does not constitute and will not be construed as an introduction, endorsement, or recommendation by the Platform Operator; the Platform Operator provides such information solely for the convenience of Users.
- You expressly acknowledge, agree, and understand that:
- the Platform Operator will not have any liability or obligations under or related to Transaction Agreements when carried out by Sponsors or any acts or omissions by you or other Users;
- the Platform Operator has no control over the Talent Services offered or rendered by the Talent; and
- the Platform Operator makes no representations as to the reliability, capability, or qualifications of any Talent, or the quality, security, or legality of any Talent Services, and the Platform Operator disclaims any and all liability relating thereto.
NO RELIANCE ON INFORMATION
- The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content on the Platform.
- Although the Platform Operator makes reasonable efforts to update the information on the Platform, the Platform Operator makes no representations, warranties or guarantees, whether express or implied, that the Content on the Platform is accurate, complete or up-to-date.
- The Platform Operator does not guarantee that the Platform will be secure or free from bugs or viruses.
- You are responsible for configuring your information technology, computer programmes in order to access the Platform (if applicable). You should use your own virus protection software.
- You must not misuse the Platform by knowingly introducing viruses, trojans, or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform. The Platform Operator and/or Sportskred will report any breaches of the law to the relevant law enforcement authorities and shall cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
DISCLAIMERS AND LIMITATION OF LIABILITY
- If you choose to use the Platform or Platform Services, you do so at your own risk.
- Nothing in these Terms limits or excludes the Platform Operator’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation by a Talent or a Sponsor when this is known by the Platform Operator;
- any other liability which cannot be limited or excluded by applicable law.
- The Platform Operator will not be liable to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Platform or Platform Services;
- delays or disruptions in the Platform or Platform Services;
- viruses or other malicious software obtained by accessing, or linking to, the Platform or Platform Services;
- glitches, bugs, errors, or inaccuracies of any kind in the Platform or Platform Services;
- damage to your hardware device from the use of the Platform or Platform Services;
- the content, actions, or inactions of third parties’ use of the Platform or Platform Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of Listings or other content, ratings, recommendations, and feedback, or metrics found on, used on, or made available through the Platform; and
- your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to these Terms; or
- use of or reliance on any content displayed on the Platform.
- Subject to clause 20.2, the Platform Operator shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of use or corruption of software, data or information; or
- any indirect or consequential loss.
- Subject to clause 20.2 and 20.4:The Platform Operator ‘s total liability to you (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and your use of the Platform and Platform Services shall be limited to:
- The Platform Operator ‘s total liability to you (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and your use of the Platform and Platform Services shall be limited to:
- the total amount that the Platform Operator earned from the relevant transaction per claim; and
- in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of the total amount that the Platform Operator earned from the transactions from you in that period, or one hundred pounds sterling (£100) if no such payments have been made, as applicable.
- The Platform Operator ‘s total liability to you (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and your use of the Platform and Platform Services shall be limited to:
- You are solely responsible for all of your communications and interactions with other Users and with other persons with whom you communicate or interact as a result of your use of the Platform including, but not limited to, any Talent or Sponsor. The Platform Operator makes no representations or warranties as to the conduct of other Users. You agree to take reasonable precautions in all communications and interactions with other Users and with other persons with whom you communicate or interact as a result of your use of the Platform or Platform Services, including, but not limited to, Sponsors and Talent, particularly if you decide to meet offline or in person regardless of whether such meetings are organised by the Platform Operator.
- You shall indemnify and shall keep indemnified the Platform Operator, its officers, directors, employees and agents from and against all claims, damages, losses, expenses, and liabilities (including legal costs on a full indemnity basis) suffered directly or indirectly by the Platform Operator arising from or in consequence of:
- the non-observance or non-performance of any of the terms or conditions of these Terms by you;
- your use of the Platform and/or the interaction with any other User; or
- your creation of a Listing, including but not limited to any injury, loss or damage (including loss of life) suffered by any person involved with the provision of the Platform or Platform Services by reason or in consequence of any act or omission by you.
- For the purposes of these Terms, “Force Majeure Event” shall mean an event beyond the reasonable control of the Platform Operator including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of the Platform Operator or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- The Platform Operator shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
- If the Force Majeure Event prevents the Platform Operator from providing any of the Platform Services for more than seven (7) days, the Platform Operator shall, without limiting its other rights or remedies, have the right to terminate the Platform Services immediately and cancel your Account by giving written notice to you.
- When you use the Platform, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by email, text, posting e-mail messages or communications on the Platform. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.
ASSIGNMENT AND OTHER DEALINGS
- Sportskred may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.
- You shall not, without the prior written consent of Sportskred, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms.
NO PARTNERSHIP OR AGENCY
- Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and the Platform Operator, nor constitute either party the agent of the other for any purpose. Neither you nor the Platform Operator shall have authority to act as agent for, or to bind, the other party in any way.
- Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other working day delivery services at its registered office (if a company) or its principal place of business (in any other case); or
- sent by email to its designated email address.
- Any notice shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting;
- if sent by email, at 9.00am on the next Business Day after transmission.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- If any provision or part-provision of these Terms 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 these Terms.
- If any provision or part-provision of these Terms is or becomes invalid, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
RIGHTS AND REMEDIES
- Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
- A waiver of any right or remedy under these Terms or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
- A failure or delay by a party to exercise any right or remedy provided under these Terms 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.
- A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
- Except as set out in these Terms, no variation of these Terms, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
- These Terms 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 the country of the Platform Operator’s legal registration.
- Each party irrevocably agrees that the courts of the country of the Platform Operator’s legal registration have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
|“Account”||shall mean a Registered User’s account on the Platform.|
|“Athlete”||shall mean a User who creates a Listing for the purposes of providing the Talent Services to a Sponsor(s).|
|“Booking Party”||shall mean either a Sponsor with access to the platform or the Platform Operator that books an Offer after this has been accepted by the Talent.|
|“Content”||shall mean any content which appears on the Platform, including listings, text, graphics, images, music, software, audio, video, information or other materials.|
|“Default Transaction Agreement”||shall mean the default Transaction Agreement which is available through the Platform which is made up of both the Transaction Form and these Terms.|
|“Influencer”||shall mean a User who creates a Listing for the purposes of providing the Talent Services to a Sponsor(s).|
|“Intellectual Property Rights”||shall mean patents, rights to inventions, copyright and related rights, trademarks, 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.|
|“Listing”||shall mean a Profile that is listed as being available on the Platform in accordance with these Terms.|
|“Offer”||shall mean an offer made by a Sponsor or the Platform Operator to the Talent using the Platform to procure Talent Services from the Talent, the details of which are set out in the applicable Offer of the Transaction Form.|
|“Offer Process”||shall mean the process relating to an Offer commencing at the time at which the applicable Offer is made and ending at the time at which that Offer is either accepted, rejected or automatically cancelled in accordance with these Terms.|
|“Platform”||shall mean the platform which is used to connect Talent with Sponsors or the Platform Operator to conduct commercial sponsorship and endorsement transactions to reach targeted audiences which is accessible as a Web Application (the “Web Application”) or via an application for mobile devices (the “Mobile Application”).|
|“Platform Operator”||shall have the meaning of the corporate entity that has a licence from Sportskred to operate the Platform.|
|“Platform Services”||shall have the meaning set out at paragraph 5.1 of these Terms.|
|“Profile”||shall mean either a Sponsor’s profile, a Platform Operator’s profile or a Talent’s profile which gives details about the Sponsor, the Platform Operator or the Talent (as applicable) in accordance with these Terms.|
|“Registered User”||shall mean a User who successfully registers an Account on the Platform, including but not limited to Talent and Sponsors.|
|“Service Fee”||means the fees deducted from the Talent Service Fee as a percentage (if applicable) by the Platform Operator as may be determined from time to time.|
|“Sponsor”||shall mean any marketing agency, company or brand using or wishing to use the Platform.|
|“Sports Club/Team”||shall mean a User who creates a Listing for the purposes of providing the Talent Services to a Sponsor(s).|
|“Sportskred”||is Sportskred Ltd, a company registered in England and Wales with company number 09858691 and having its registered office at The Way, Fowlmere, SG8 7QS England|
|“Talent”||shall mean any athlete, influencer, sports clubs and sports agent’s clients registered on the Platform.|
|“Talent Services”||shall mean advertising and/or commercial sponsorship and endorsement services and other services provided by Talent to Sponsors or the Platform Operator pursuant to these Terms and the applicable Transaction Agreement.|
|“Talent Services Commencement Date”||shall mean the date upon which the Talent Services shall begin, as stated in the applicable Transaction Form.|
|“Talent Services Fee”||shall mean the amount due and payable by a Sponsor to the Platform Operator to cover the Talent’s provision of the Talent Services.|
|“Tax” or “Taxes”||shall mean any taxes including VAT, sales taxes, whatsoever that Athletes, Sports Clubs, Sponsors or any Registered Users may be required by law to pay to any governmental body as applicable.|
|“Transaction”||shall mean the transaction entered into between a Talent and a Sponsor upon acceptance of an Offer by a Talent in accordance with these Terms.|
|“Transaction Agreement”||shall mean the agreement entered into between a Sponsor and a Talent pursuant to paragraph 9 of these Terms which shall govern the Talent’s provision of the Talent Services to the Sponsor.|
|“Transaction Agreement Date”||shall mean the date upon which the Transaction begins, and which shall be specified in the applicable Transaction Form.|
|“Transaction Agreement Time”||shall have the meaning set out at paragraph 8.4, and which shall be specified in the applicable Transaction Form.|
|“Transaction Form”||shall mean the form on the Platform setting out the key terms of a Transaction, which together with these Terms shall form a Transaction Agreement.|
|“Transaction Process”||shall mean the process relating to a Transaction commencing at the Transaction Agreement Time and ending upon the termination of the applicable Transaction.|
|“User” or “you”, “your”||shall mean any user of the Platform.|
|“VAT”||shall mean value added tax chargeable under English law for the time being and any similar additional tax as applied in any legal jurisdiction.|
Contact person: Victor Stekly
Address: Sportskred, The Way, Fowlmere, Herts, SG8 7QS UK
Telephone: +44 (0) 2033 978 978
Last updated on 21st April 2021