TRANSFERROOM - TERMS OF SERVICE

These terms and conditions ("Terms”) govern access to and use of the Transferroom service. By indicating acceptance to these Terms by means of the Transferroom website or mobile app, or completing an Order Form which references these Terms, the Club specified in the Order Form, or on behalf of which the Terms are accepted, is agreeing to be bound by these Terms. Together with any Order Form, these Terms (and the documents incorporated by reference in the Terms) comprise a binding agreement (“Agreement”).

Transferroom is a multi-user information sharing platform. It involves clubs, players and players’ representatives listing data about players viewing data about players and about other users’ activities on the Service.

The Club’s attention is drawn in particular to the following: (i) as part of the Service, data regarding all of the Club’s players (including transfer status and contract expiry date), the fact that the Club has ‘pitched players to other clubs or clicked on other clubs’ player profiles, and shortlists created by the Club containing details of players of other clubs of interest to the Club, may be made available to other users of the Service (see clause 1.10 for more details); (ii) certain information submitted by other clubs using the service is confidential and the Club must not disclose it to any person outside of the Service (see clause 11.6 for more details) (iii) the Club must, prior to using the Service, obtain explicit written consent of all of its players or their authorised representatives to the inclusion of the players’ data (including their transfer status) on the Transferroom service (see clause 8.1 for further details). Clause 12 contains an indemnity from the Club to Transferroom in respect of the use of player data on Transferroom.

  1. THE SERVICE
    1. Transferroom is an online directory and information service through which football clubs can store and manage information regarding their own players, promote the availability of their players for sale or loan, search for and browse other players, view details of other football clubs’ players, arrange friendly matches and communicate with other clubs about players. Transferroom is a facilitator of communications between the Club and other clubs using the Service. Transferroom is not a party to any discussions carried out or arrangements made by means of the Service.
    2. Subject to the Club paying Subscription Fees in accordance with clause 2.3 and clause 9.1, the restrictions set out in this clause 1 and the other terms and conditions of the Agreement, Transferroom hereby grants to the Club a non-exclusive, non-transferable right to permit the Authorised Users to use the Service during the Subscription Term solely for the Club's internal business operations.
    3. The Service is not intended as a legally binding contractual means of effecting transfers of players. The Service is intended as a means for football clubs to connect and discuss potential transfers. Transferroom is not a venue for concluding transfers; merely for facilitating contact between clubs that can subsequently decide whether or not to progress to effecting a legally binding transfer outside of the Service. The Club will not attempt to use or characterise the Service as a legally binding means of conducting transfer business.
    4. The rights provided under this clause 1 are granted to the Club only and shall not be considered granted to any other person.
    5. Transferroom shall, during the Subscription Term, provide the Service and make available the Documentation to the Club on and subject to the terms of these Terms.
    6. Transferroom shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
      (a)

      planned maintenance carried out during the weekly maintenance window of Sunday from 00:00 to 02:00 Greenwich Mean Time; and

      (b)

      unscheduled maintenance performed outside Normal Business Hours, provided that Transferroom has used reasonable endeavours to give the Club notice in advance.

    7. Transferroom will, as part of the Service and at no additional cost to the Club, provide the Club with Transferroom’s standard customer support services during Normal Business Hours in accordance with Transferroom's Support Service Policy in effect at the time that the Service is provided. Transferroom may amend the Support Service Policy in its sole and absolute discretion from time to time.
    8. The Club acknowledges that Transferroom shall be entitled to track and maintain a record of the activities of the Authorised Users on the Service. Transferroom shall provide a copy of any such record to the Club on written request. Transferroom shall be entitled to use such record for its own internal business purposes (in a way that does not identify the Club or any of the Authorised Users), and may disclose it to third parties.
    9. In relation to the Authorised Users quota specified in the Order Form, the Club undertakes that:
      (a)

      the maximum number of Authorised Users that it authorises to access and use the Service and the Documentation shall not exceed the number of User Accounts it has purchased from time to time;

      (b)

      it will not allow any User Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service and/or Documentation;

      (c)

      each Authorised User shall keep a secure password for his use of the Service and Documentation, and that each Authorised User shall keep his password confidential;

      (d)

      it shall maintain a written, up to date list of current Authorised Users and provide such list to Transferroom within 5 Business Days of Transferroom’s written request at any time or times;

      (e)

      it shall ensure that it notifies Transferroom of any Authorised User no longer employed by the Club;

      (f)

      it shall permit Transferroom to audit the Service in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Transferroom's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Club's normal conduct of business;

      (g)

      if any of the audits referred to in clause 1.9(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Transferroom's other rights, the Club shall promptly disable such passwords and Transferroom shall not issue any new passwords to any such individual; and

      (h)

      if any of the audits referred to in clause 1.9(f) reveal that the Club has underpaid Subscription Fees to Transferroom, then without prejudice to Transferroom’s other rights and remedies, the Club shall pay to Transferroom an amount equal to such underpayment as calculated in accordance with the prices set out or referenced in the Order Form within 10 Business Days of the date of the relevant audit.

    10. The Club acknowledges that Transferroom is built on clubs sharing data with other users. Other clubs using the Service will be able to see all information available on the Service regarding the Club’s Players (including the Player’s Transfer Status), all activity undertaken on the Service in respect of those Players including which Players are Pitched by the (Club except for private messages between clubs referencing the Players), and activity undertaken by the Club on the Service (including shortlists compiled by the Club of other clubs’ players, and players whose profile the Club has clicked on). Football players, and football players’ representatives, who in each case have registered to use the Service, will be able to see the following information: any Club Ads; shortlists compiled by the Club containing that player; which clubs (including the Club) have clicked on that player’s profile or viewed the player’s (or his representative’s) contact details; names of clubs who are using the Service; the name and job title of club representatives; and the means to connect with those representatives. The Club acknowledges specifically that a periodic Newsletter may be sent to other clubs using the Service which may contain information identifying the Club as follows: (i) Players whose Transfer Status has been specified by the Club as available for sale or loan; (ii) Players which Transferroom considers may be attractive for other clubs; (iii) profiles of potential Players sought by the Club; and (iv) friendly matches which the Club wishes to arrange.
    11. Without limitation on clause 11, the Club shall ensure that it does not, and Authorised Users do not, forward any Newsletter to any person inside or outside the Club.
    12. The Club acknowledges that Transferroom shall provide the Club with access to a listing, of all activity undertaken by users of the service including the Club’s Authorised Users (such as searches, pitches, messages and transfer enquiries) in respect of all players listed on the Service (including Players). Transferroom may also use this listing for its own purposes.
    13. The Club acknowledges that Players or their authorised representatives may if registered with the Service change the Transfer Status of that Player, and add to a Player’s profile additional details in respect of the Player such as expected transfer fee, expected salary.
  2. ADDITIONAL USER ACCOUNTS
    1. Subject to clause 2.2 and clause 2.3, the Club may, from time to time during any Subscription Term, purchase additional User Accounts in excess of the number set out in the Order Form and Transferroom shall grant access to the Service and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms.
    2. If the Club wishes to purchase additional User Accounts, the Club shall notify Transferroom in writing. Transferroom shall evaluate such request for additional User Accounts and respond to the Club with approval or disapproval of the request (such approval not to be unreasonably withheld).
    3. If Transferroom approves the Club’s request to purchase additional User Accounts, the Club shall, within 30 days of the date of Transferroom’s invoice, pay to Transferroom the relevant fees for such additional User Accounts as set out in the Order Form and, if such additional User Accounts are purchased by the Club part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
  3. CLUB DATA
    1. The Club shall own all rights, title and interest in and to all of the Club Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Club Data.
    2. Without limitation, the Club shall ensure that it has the requisite clearances and consents to upload to the Service any video footage comprised in the Club Data.
    3. The Club shall not submit to Transferroom nor use the Service to store or process any sensitive individually identifiable information: (a) national insurance or social security numbers, identity numbers, passport numbers, driver's license numbers, taxpayer numbers, or other government-issued identification numbers, (b) health or medical information related to an individual’s physical or mental health or condition, (c) any ‘special categories of personal data’ as defined in Article 9 of the EU General Data Protection Regulation; (d) any personal data in respect of any person (including Players) under 16 years of age.
    4. In the event of any loss or damage to Club Data, the Club's sole and exclusive remedy shall be for Transferroom to use reasonable commercial endeavours to restore the lost or damaged Club Data from the latest back-up of such Club Data maintained by Transferroom in accordance with its archiving procedure. Transferroom shall not be responsible for any loss, destruction, alteration or disclosure of Club Data caused by any third party.
    5. Transferroom shall, in providing the Service, comply with its Privacy Policy relating to the privacy and security of the Club Data available at Privacy Policy or such other website address as may be notified to the Club from time to time, as such document may be amended from time to time by Transferroom in its sole discretion.
    6. To the extent that Transferroom processes any personal data on the Club’s behalf when performing its obligations under this Agreement, the parties record their intention that the Club shall be the data controller and Transferroom shall be a data processor and in any such case the terms of the Data Processing Terms shall apply and are incorporated into this Agreement by reference. The instructions given by the Club as data controller to Transferroom as data processor shall be as set out in Schedule 1 of the Data Processing Terms.
    7. The parties acknowledge and agree that to the extent Transferroom may process:
      (a)

      personal data comprised in Club Data otherwise than on behalf of the Club under the instructions comprised in the Data Processing Terms, or

      (b)

      any personal data regarding Players comprised in Non-Club Data,

      it is acting as a data controller and as between the Club and Transferroom, has authority to determine the purposes and means of the processing of personal data comprised in Club Data.
    8. Without limitation on clause 3.7, the Club acknowledges that Transferroom shall be entitled to use (and authorise others to use) the Derived Data for any purpose including the purposes of research, development and optimisation of the Service and the services of third parties.
    9. The Club acknowledges that it alone (as between Transferroom and the Club) is responsible for ensuring (i) the lawfulness and sufficiency of consent from the Player or the Player’s authorised representative for the use of the Club Player Data by the Club and by Transferroom; and (ii) any necessary consents are obtained from non-playing staff in respect of the use of the contact details of Transferroom of the Club in the Directory.
    10. In the event that Club Data does not include an image depicting a Player, the Club authorises and requests Transferroom to add such an image from the Club’s official website(s). The Club warrants that all images on the Club’s website(s) may lawfully be used by Transferroom for these purposes and shall indemnify Transferroom, its shareholders and directors in respect of any third party claims arising in respect of such use. In the event that the Club’s official website(s) do not contain any suitable images of the Players, the Club shall on request by Transferroom provide to Transferroom such images in a format reasonably specified by Transferroom.
    11. Without limitation on the authority granted in clause 11.7 below, as part of the Service Transferroom may disclose details of Club Ads (including the identity of the Club) to football players, players’ agents, and other football clubs, by means of the Service.
  4. FREEMIUM SERVICE
    1. Transferroom may at its discretion make certain features of the Service available to the Club free of charge or at a discounted rate, without the requirement for a full-price paid subscription (“Freemium Service”). This will be strictly on the condition that the Club adheres to any usage limits and conditions as described on the Order Form or notified to it when registering for the Service. Usage of the Service in excess of those limits requires a paid subscription. Notwithstanding any other provision of this Agreement, Transferroom may terminate or vary the Club’s access to the Freemium Service, or change the elements of the Freemium Service, at any time without prior notice.
  5. THIRD PARTY PROVIDERS
    1. Transferroom makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any Third-Party Platform in connection with the Services.
  6. NON-CLUB DATA
    1. The Club acknowledges that Transferroom does not own or control Non-Club Data. Non-Club Data is comprised of information sourced from: (i) other football clubs using the Transferroom service; and (ii) third party player performance data service providers. Transferroom shall have no obligation to preview, verify, flag, filter, store or remove any Non-Club Data, although Transferroom may do so in its sole discretion. To the extent that any Non-Club Data comprises details of the Club or any Player, the Club hereby authorises Transferroom to include such data in the Transferroom service.
    2. Transferroom makes no warranty or representation that any level or quantity of Non-Club Data will be available on the Service, or that Non-Club Data is or remains:
      (a)

      accurate;

      (b)

      complete;

      (a)

      up to date; or

      (a)

      free from any errors or omissions.

    3. The Club’s use of Non-Club Data is at its sole risk, and Transferroom shall not be liable to the Club or any third party based on the Club’s accessing or use of Non-Club Data. The Club should make all such reasonable enquiries as are necessary (including with any qualified third parties) and take all such reasonable steps to verify any Non-Club Data before taking or refraining from taking any action in reliance on it. The Non-Club Data is provided for general information purposes only. It does not constitute professional advice and should not be relied on for any purposes including evaluating the suitability or availability of any football player.
    4. The Club acknowledges that Transferroom may add a contract expiry date in respect of a Player as Non-Club Data. The Club may amend the date, and the amended date shall be Club Data.
    5. Transferroom may add as Non-Club Data estimated valuations of Players. Transferroom shall use reasonable endeavours to ensure the accuracy of any valuation added by it.
  7. TRANSFERROOM'S OBLIGATIONS
    1. Transferroom shall use all reasonable endeavours to provide the Service substantially in accordance with the Documentation.
    2. Transferroom shall not be responsible for any non-conformance of the Services with the Documentation which is caused by use of the Service contrary to Transferroom's instructions, or modification or alteration of the Service by any party other than Transferroom or Transferroom's duly authorised contractors or agents. If the Service does not conform with the Documentation, Transferroom will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or to provide the Club with an alternative means of accomplishing the desired performance. Such endeavours to make a correction or substitution constitutes the Club's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Transferroom:
      (a)

      does not warrant that the Club's use of the Service will be uninterrupted or error-free; nor that the Service, Documentation and/or the information obtained by the Club through the Service will meet the Club's requirements;

      (b)

      does not control the Third-Party Platforms and the Club accordingly acknowledges that Transferroom cannot and does not warrant any level or continuity of access to such Third-Party Platforms by means of the Service; and

      (c)

      is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Club acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    3. This Agreement shall not prevent Transferroom from entering into agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
  8. CLUB'S OBLIGATIONS
    1. The Club acknowledges that it is solely responsible for the lawfulness and compliance of its use of the Service, and warrants that at all times:
      (a)

      it will ensure that all its use of the Service adheres to all laws and regulations applicable to it (including any data protection and privacy laws); the Club’s contract with the Player; any rules of the football competition(s) in which the Club participates; and any rules of any football governing body to which the Club is subject;

      (b)

      it shall have the explicit written consent of all Players (or any representative authorised to provide consent on the Player’s behalf) to the use and disclosure by the Club and by Transferroom in accordance with these Terms of all Club Data and Non-Club Data in respect of all such Players (including without limitation the listing and disclosure to other Transferroom users of the Player’s contract expiry date and Transfer Status);

      (c)

      it shall obtain and (on request) provide to Transferroom a valid and sufficient release in favour of Transferroom from all Players prior to submitting any Club Player Data regarding such Players, in respect of Transferroom’s use of such Club Player Data; and

      (d)

      it shall, in advance of changing any Player’s Transfer Status in the Service, notify the Player of such change and the fact that such changed status will be accessible to other users of the Service;

      (e)

      it shall keep the Club Data (including, without limitation, Players’ Transfer Status and contract expiry dates) in the Service up to date and accurate, and shall request Transferroom to remove any Player from the Club’s list of Players on the Service in the event that he is no longer a player registered to the Club;

      (f)

      it shall notify Transferroom immediately in the event that a Player is no longer registered as a player of the Club;

      (g)

      it shall, in advance of making a Pitch in respect of any Player, notify such Player of its intention to use the Service to inform another football club that the Player is available for transfer or loan to that club.

    2. The Club shall:
      (a)
      provide Transferroom with:

      (i) all necessary co-operation in relation to these Terms and the Service; and

      (ii) all necessary access to such information as may be required by Transferroom;

      in order to provide the Service;
      (b)

      comply with all applicable laws and regulations with respect to its activities under these Terms;

      (c)

      respond within 10 days to any message received by means of the Service from another club;

      (d)

      ensure that the Authorised Users use the Service and the Documentation in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;

      (e)

      obtain and shall maintain all necessary licences, consents, and permissions necessary for Transferroom, its contractors and agents to perform their obligations under these Terms, including without limitation the Service;

      (f)

      ensure that its network and systems comply with the relevant specifications provided by Transferroom from time to time.

    3. The Club shall not access, store, distribute or transmit any Viruses, or encourage or facilitate use of the Service to transmit or store material which:
      (a)

      is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      (b)

      facilitates illegal activity;

      (c)

      is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

      (d)

      causes damage or injury to any person or property;

      and Transferroom reserves the right, without prejudice to Transferroom’s other rights and remedies and without liability to the Club, to disable the Club’s access to any material that breaches the provisions of this clause.
    4. The Club shall not:
      (a)
      except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

      (i) and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

      (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

      (b)

      access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; or

      (c)

      use the Service and/or Documentation to provide services to third parties; or

      (d)

      license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users, or

      (e)

      attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under these Terms; and

    5. The Club shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Transferroom.
    6. The Club shall ensure that Club Player Data is submitted in respect of all Players of the Club from time to time and to keep current the list of Players on the Service by notifying Transferroom promptly of any changes to the list of its Players. The Club shall in the event that it engages a new Player, send to Transferroom an image of that Player as Club Data.
  9. CHARGES AND PAYMENT
    1. The Club shall pay the Subscription Fees to Transferroom in accordance with this clause 9 and the Order Form.
    2. The Club shall on the Effective Date provide to Transferroom valid, up-to-date and complete credit card details or approved purchase order information acceptable to Transferroom and any other relevant valid, up-to-date and complete contact and billing details and, if the Club provides:
      (a)
      its credit card details to Transferroom, the Club hereby authorises Transferroom to bill such credit card:

      (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

      (ii) subject to clause 14.1, on or before the expiry of the Initial Subscription Term (or, as the case may be, Renewal Period) for the Subscription Fees payable in respect of the next Renewal Period;

      (b)
      its approved purchase order information to Transferroom, Transferroom shall invoice the Club:

      (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

      (ii) subject to clause 14.1, prior to the expiry of the Initial Subscription Term (or, as the case may be, Renewal Period) for the Subscription Fees payable in respect of the next Renewal Period,

      and the Club shall pay each invoice within 30 days after the date of such invoice.
    3. If Transferroom has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Transferroom:
      (a)

      Transferroom may, without liability to the Club, disable the Club’s password, account and access to all or part of the Service and Transferroom shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and

      (b)

      interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of Transferroom's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

    4. All amounts and fees stated or referred to in these Terms:
      (a)

      shall be payable in pounds sterling or such other currency as may be specified in the Order Form;

      (b)

      are, subject to clause 13.4(b), non-cancellable and non-refundable;

      (c)

      are exclusive of value added tax, which shall be added to Transferroom's invoice(s) at the appropriate rate.

    5. Transferroom shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Accounts pursuant to clause 2.3 at the start of each Renewal Period upon 30 days' prior notice to the Club by means of the Club’s dashboard or account area in the Services and the Order Form shall be deemed to have been amended accordingly.
    6. For the avoidance of doubt, this clause 9 does not apply to users of the Freemium Service.
  10. PROPRIETARY RIGHTS
    1. The Club acknowledges and agrees that:
      (a)

      Except for the Club Data and the Non-Club Data, Transferroom own all Intellectual Property Rights in the Service and the Documentation;

      (b)

      All Intellectual Property Rights in the Other Clubs’ Data belong to the club in question and/or their licensors;

      (c)

      All Intellectual Property Rights in Non-Club Data (other than Other Clubs’ Data) belong to their respective owners;

      (d)

      The word “Transferroom” and the Transferroom logo are trade marks of Transferroom Ltd and no authority is granted to the Club to use them without the prior written authority of Transferroom.

    2. Except as expressly stated herein, these Terms does not grant the Club any rights to, or in, any Intellectual Property Rights, or any other rights or licences in respect of the Service or the Documentation.
    3. For the avoidance of doubt, Transferroom explicitly disclaims any claim to ownership of rights to any Club Player Data curated by Clubs whilst using the Service.
    4. The Club hereby grants to Transferroom a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the term of this Agreement to use, copy, modify, and make available to other users the Club Data and the club’s official crest by means of the Transferroom service including the Newsletter;
    5. The Club hereby authorises Transferroom to use the Club’s name official crest and other trade marks to identify the Club’s status as a user of the Service. Such usage may include use on any Transferroom website, social media accounts, or promotional or sales materials. When using the Club’s trade marks, Transferroom will comply as far as is reasonably possible with the Club’s standard trade mark usage guidelines as notified to Transferroom in writing by the Club. All goodwill generated from the use of the Club’s trade marks will inure to the benefit of the Club.
  11. CONFIDENTIALITY AND PUBLICITY
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
      (a)

      is or becomes publicly known other than through any act or omission of the receiving party;

      (b)

      was in the other party's lawful possession before the disclosure;

      (c)

      is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

      (d)

      is independently developed by the receiving party, which independent development can be shown by written evidence; or

      (e)

      is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

    2. Except as specified in these Terms, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information, for any purpose other than the use and provision of the Transferroom service and otherwise in accordance with these Terms.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
    4. Transferroom shall be responsible for any loss, destruction, alteration or disclosure of the Club’s Confidential Information caused by any third party.
    5. The Club acknowledges that details of the Service, including any ‘roadmap’ as to its potential evolution, and the contents of any Newsletter, are comprised within Transferroom's Confidential Information.
    6. The Club acknowledges that all Other Clubs’ Data (including Transfer Status of other clubs’ players) is confidential to the club submitting the data and (if applicable) the player referenced in such Other Clubs’ Data, and may only be used by the Club for the purposes of using the Service.
    7. The Club acknowledges that by submitting the Club Data to the Service, it is authorising Transferroom to use it for the purposes of providing the Service to the Club and providing it to other users of the Transferroom service. Transferroom acknowledges that, without prejudice to this authority to use the Club Data for the purposes of the Service (including the Newsletter), or in accordance with clause 1.10 or as specified clause 10.4, the Transfer Status of Players as specified by the Club, and private messages sent or received by the Club, are (subject to clause 11.1) the Confidential Information of the Club.
    8. In the event that a transfer of a Player is, or has at any time previously been, facilitated by use of the Services (including transfer of a Player whose details have been received by the Club in response to a player search undertaken by means of the Services, or by means of a Player being ‘pitched’ by means of the Service), Transferroom shall be entitled to notify other users and prospective users of the Transferroom service that the transfer was facilitated by means of the Service.
    9. This clause 11 shall survive termination of these Terms, however arising.
  12. INDEMNITY
    1. The Club shall defend, indemnify and hold harmless Transferroom and its directors and shareholders against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of any claim by any third party (including without limitation any Player or any Player’s representative) arising out of or in connection with (i) the Club's use of the Service and/or Documentation, or (ii) Transferroom taking any action in relation to the Service at the direction of the Club; or (iii) Transferroom’s obtaining, using or disclosing in accordance with these Terms of any Club Data or Non-Club Data in respect of any Player.
  13. LIMITATION OF LIABILITY
    1. This clause 13 sets out the entire financial liability of Transferroom (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Club:
      (a)

      (a) arising under or in connection with these Terms;

      (b)

      in respect of any use made by the Club of the Service and Documentation or any part of them; and

      (c)

      in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

    2. Except as expressly and specifically provided in these Terms:
      (a)

      the Club assumes sole responsibility for its use of the Service, any results obtained from its use of the Service by the Club, and for conclusions drawn from such use. Transferroom shall have no liability for any damage caused by errors or omissions in any information, obtained by the Club in connection with the Service;

      (b)

      all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

      (c)

      the Service and the Documentation are provided to the Club on an "as is" basis.

    3. Nothing in these Terms excludes the liability of Transferroom:
      (a)

      for death or personal injury caused by Transferroom's negligence; or

      (b)

      for fraud or fraudulent misrepresentation.

    4. Subject to clause 13.3:
      (a)
      Transferroom shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:

      (i) loss of profits,

      (ii) loss of business,

      (iii) depletion of goodwill and/or similar losses,

      (iv) loss or corruption of data or information, or

      (v) pure economic loss, or

      (vi) special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

      (b)

      Transferroom's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Accounts during the 12 months immediately preceding the date on which the claim arose or (if greater) £1000 (one thousand pounds sterling).

  14. TERM AND TERMINATION
    1. Except in respect of the Freemium Service, this Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods equivalent in duration to the Initial Subscription Term (each a Renewal Period), unless:
      (a)

      either party notifies the other party of termination, in writing, at least 14 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

      (b)

      otherwise terminated in accordance with the provisions of these Terms;

      and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    2. In respect of the Freemium Service, this Agreement shall commence on the Effective Date and continue until terminated at any time immediately on notice by Transferroom to the Club, or by either party in accordance with clause 14.3.
    3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other if:
      (a)

      the other party commits a material breach of any of the terms of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

      (b)

      an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

      (c)

      an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

      (d)

      a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

      (e)

      the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

      (f)

      the other party ceases, or threatens to cease, to trade; or

      (g)

      the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

    4. On termination of this Agreement for any reason:
      (a)

      all rights granted to the Club under these Terms shall immediately terminate;

      (b)

      Transferroom shall destroy or otherwise dispose of any of the Club Data in its possession unless Transferroom receives, no later than ninety days after the effective date of the termination of these Terms, a written request for the delivery to the Club of the then most recent back-up of the Club Data. Transferroom shall use reasonable commercial endeavours to deliver the back-up to the Club within 30 days of its receipt of such a written request, provided that the Club has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Club shall pay all reasonable expenses incurred by Transferroom in returning or disposing of Club Data; and

      (c)

      the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

  15. FORCE MAJEURE
    1. Transferroom shall have no liability to the Club under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Transferroom or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, compliance with any decision, guidance or rule of any football competition or football governing body, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Club is notified of such an event and its expected duration.
  16. WAIVER
    1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
  17. SEVERANCE
    1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  18. ENTIRE AGREEMENT
    1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    2. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
  19. CHANGES TO THESE TERMS
    1. Transferroom shall be entitled to modify these Terms or to impose new terms and conditions with respect to the Service from time to time. Such modifications and additions shall be effective immediately upon notice to the Club, which may be given by email or by means of the Service. The Club shall be deemed to be apprised of and bound by any modification or addition by Transferroom to these Terms.
  20. ASSIGNMENT
    1. The Club shall not, without the prior written consent of Transferroom, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
    2. Transferroom may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
  21. NO PARTNERSHIP OR AGENCY
    1. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  22. GOVERNING LAW AND JURISDICTION
    1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
  23. INTERPRETATION
    1. The definitions and rules of interpretation in this clause apply in these Terms.

      Authorised Users: those employees of the Club who are authorised by the Club to use the Service and the Documentation, as further described in clause 1.9(d).

      Business Day: any day which is not a Saturday, Sunday or public holiday in England.

      Club Ad: a notification by a club using the Service (including the Club), made by means of the Service, containing details of the club’s requirements for a new player, intended to solicit Pitches of players by other clubs.

      Club Data: the data inputted by the Club (or Authorised Users) into the Service for the purpose of using the Service or facilitating the Club’s use of the Service, including without limitation Club Player Data, notifications of the Club’s requirements for additional Players, and contact details (phone and email) for non-playing staff members to be listed in the Directory.

      Club Player Data: all Club Data comprising data referable to, and images depicting, a Player, including the Player’s height, preferred foot, playing position, profile picture, video clips and notes, contract expiry date and Transfer Status.

      Club: means the company, person or legal entity registering or registered to use the Service, being (in the event of an Order Form being completed) the company, person or legal entity identified as such in the Order Form.

      Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.

      Data Processing Terms: the document available at Data Processing Terms which sets out additional terms in respect of the parties’ relationship as data controller and data processor respectively.

      Derived Data: means data derived from analysis of Club Player Data and Non-Club Data, including but not limited to reports, summaries graphs and charts.

      Directory: a feature of the Service which compiles contact details (phone and email) for non-playing staff of clubs (including the Club) using the Service.

      Documentation: the document made available to the Club by Transferroom online via help or such other web address notified by Transferroom to the Club from time to time which sets out a description of the Service and the user instructions for the Service.

      Effective Date: in the event that an Order Form is completed, the date specified in the Order Form, or (in other cases) such date on which these Terms are accepted by the Club.

      Initial Subscription Term: the initial term as set out in the Order Form.

      Intellectual Property Rights: 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 or unfair competition, rights in designs, rights in computer software, database rights, rights to use 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.

      Newsletter: an email sent to users of the Service containing details of various players (which may include Players), and of requirements of various clubs (which may include the Cub) for players fitting a certain profile.

      Non-Club Data: data accessible on the Service which is not Club Data;

      Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

      Order Form: an online, electronic or hard copy form in respect of the Service that is entered into between Transferroom and the Club.

      Other Clubs’ Data: data and images submitted to the Service by other football clubs using the Transferroom service, including contract and Transfer Status data regarding players of such clubs.

      Pitch: proposal made by means of the Service by a user of the Service (including the Club) of a player for consideration by a club using the Service (including the Club), in response to a Club Ad.

      Player: a footballer being a member of the Club’s professional football playing squad.

      Renewal Period: the period described in clause 14.1.

      Service: the service referred to as “Transferroom” (or any replacement name notified by Transferroom) provided by Transferroom on or by means of Transferroom.com/ and any other website or mobile application to which to the Club is given access by Transferroom from time to time, as such service are more particularly described in the Documentation.

      Software: the online software applications provided by Transferroom as part of the Service.

      Subscription Fees: the subscription fees payable by the Club to Transferroom for its subscription to the Service, as set out in the Order Form.

      Subscription Term: has the meaning given in clause 14.1.

      Support Service Policy: Transferroom's policy for providing support in relation to the Service as may be notified to the Club from time to time.

      Third Party Platform: means a third party website or application not provided by Transferroom.

      Transferroom: Transferroom Limited, incorporated and registered in England and Wales with company number 10380336 whose registered office is at 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, United Kingdom, WD6 1JD.

      Transfer Status: the transfer status in respect of a football player listed on the Service (including Players), being whether the player is available for sale and/or loan to other clubs.

      User Accounts: the user accounts purchased by the Club as specified in the Order Form as varied by clause 2 which entitle Authorised Users to access and use the Service and the Documentation in accordance with these Terms.

      Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    2. Clause and paragraph headings shall not affect the interpretation of these Terms.
    3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    6. A reference to writing or written includes e-mail and any communications made by means of the Club dashboard comprised in the Service.
    7. References to clauses are to the clauses of these Terms.