Sport:80 Platform Terms and Conditions of Supply

(v1.0 - March 2025)

These terms and conditions (as amended under clause 22.3) (“Conditions”) govern the supply of services and licensing of software by Sport:80 Services Limited with registered address at Unit 3, Neepsend Triangle Business Centre, 1 Burton Road, Sheffield S3 8BW and with company number 08324832 (“Sport:80”) to the person/firm who buys services (“Customer”). These Conditions apply to the exclusion of any other terms that the Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing. 

*Note particularly clause 13 (Limitation of Liability)*

1. BASIS OF CONTRACT

1.1. Each Order Form provided to the Customer constitutes an invitation to treat by Sport:80. 

1.2. Each Order constitutes an offer by the Customer for the provision of Services (including, as applicable, access to the Software). Following receipt of an Order, Sport:80 may, at its option, submit an order acknowledgement to the Customer, which shall form a contract subject to the terms of the applicable Order Form and these Conditions (“Contract”), and the Contract shall come into existence immediately upon sending of the order acknowledgement (“Start Date”). 

1.3. Should the Order (or any other correspondence from the Customer) contradict in any way the Order Form or any of these Conditions (“Contradictory Terms”), such Contradictory Terms shall not be incorporated unless and to the extent that a revised Order Form is issued by Sport:80 incorporating any of the Contradictory Terms. 

1.4. If there is an inconsistency between any of the provisions of the Contract, the provisions of the Order Form shall take precedence over these Conditions.

1.5. Each party warrants that: (i) it has full capacity to enter into and perform its obligations under the Contract; and (ii) the Contract is executed by a duly authorised representative of that party.

1.6. In consideration for the payment of the Charges, Sport:80 will provide the Services in accordance with the Contract, from the applicable Effective Date.

2. SERVICES

2.1. The terms of this clause 2 apply with respect to any Services supplied pursuant to the Contract (including the Sport:80 Platform).

2.2. During the applicable Service Term, in consideration for the payment of all applicable Charges, Sport:80 shall provide or procure the provision of the applicable Services to the Customer.

2.3. Sport:80 shall appoint the Sport:80 Manager in respect of the Services (including the Sport:80 Platform), who shall have authority under a Contract contractually to bind Sport:80 on all matters relating to the Services.

2.4. Sport:80 will provide the Services: (i) using reasonable skill and care; (ii) in accordance with Applicable Law; (iii) in accordance with the Service Specification in all material respects; and (iv) using appropriately skilled and qualified personnel.

2.5. Where Sport:80 is present at the Customer’s premises, Sport:80 shall use reasonable endeavours to observe all reasonable health and safety and security requirements that apply at such premises and that have been communicated to it in advance of the provision of the Services, provided that it shall not be liable under the Contract if:

2.5.1. as a result of such observation; or

2.5.2. observance of the same hinders or restricts Sport:80’s performance of its obligations under the Contract.

2.6. Sport:80 will use its reasonable endeavours to supply all relevant Services in accordance with any performance metrics set out in the Order Form in respect of such Services (provided that the consequence of any failure shall be limited to those also detailed in the Order Form).

2.7.        In respect of the Services, Sport:80 shall use reasonable endeavours to meet any performance dates specified in the Order Form/ Specification, but any such dates are estimates only and time is not of the essence for the performance of the Services.

2.8.        If performance of the Services is delayed at the request of the Customer, or because of any acts or omissions of the Customer, the parties may agree revised dates for performance. At its discretion, and as a result of such delay Sport:80 may:

2.8.1. where the parties have failed to agree revised dates for the performance of any delayed Services, at its sole discretion set new dates for the performance of those Services;

2.8.2. seek to invoice the Customer for the Charges as they would have fallen due had the delay not occurred; and/or

2.8.3. apply a reasonable increase to the Charges.

2.9. Sport:80 shall have the right to make any changes to the Services which: (i) improve the nature or quality of Sport:80 Services; (ii) are necessary to comply with Applicable Law; (iii) result from a Sourcing Issue; or (iv) do not materially negatively affect the nature or quality of the Services, and Sport:80 shall notify the Customer in any such event. Such notification shall include any variations to the Charges which Sport:80 reasonably considers to be necessary in light thereof pursuant to (ii) or (iii) above.

2.10. The Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.

2.11. Where there is a Default on the part of the Customer, Sport:80 (without limiting its other rights or remedies) may suspend performance (and is relieved from its performance obligations) until the Customer remedies the same. The Customer shall be liable for any costs incurred by Sport:80.

2.12. The Customer acknowledges and agrees that the provisions contained in these Conditions relating to Sport:80 Services shall apply to such Subcontracted Services (save where expressly excluded) as may be added to or amended by any applicable Additional Subcontractor Conditions.

2.13. Sport:80 may at any time, and at its sole option, replace any individual identified in the Order Form (including the Sport:80 Manager) or otherwise allocated to the performance of the Services with another qualified individual.

2.14. Transfer Regulations: The parties do not envisage that the Transfer Regulations will apply to the Contract. Should any person claim to transfer to Sport:80 (or any Affiliate of Sport:80) or any subcontractor of the same (“Indemnified Entity”) as a result of the provision of any Services under a Contract, the Indemnified Entity shall be entitled to terminate such individual and the Customer hereby indemnifies the Indemnified Entity from and against any and all costs, losses and expenses incurred as a result of such individual claiming to transfer to the Indemnified Entity.

3. SPORT:80 PLATFORM 

3.1. The terms of this clause 3 apply where the Customer places an order for the Sport:80 Platform.

3.2. The Customer's access to the Sport:80 Platform shall be limited to the Authorised Users who are licensed to use the Sport:80 Platform.

3.3. The Customer shall ensure that each Authorised User accepts the terms of the End User Licence Agreement (and linked Privacy Policy) and keeps a secure password for its use of the Sport:80 Platform, that such password is changed no less frequently than once every 365 days and that each Authorised User keeps its password confidential. 

3.4. In the event of a failure to comply with its obligations relating to the Sport:80 Platform, Sport:80 will use all reasonable commercial endeavours to correct the failure promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of this clause. The obligations in this clause shall not apply to the extent any failure is caused by a Force Majeure Event or any Customer Default. 

3.5. Sport:80 does not warrant that:

3.5.1. the Customer’s use of the Sport:80 Platform will be uninterrupted or error-free; or

3.5.2. the Customer’s access to the Customer Data will be uninterrupted or error-free.

3.6. Sport:80 reserves the right to modify the Sport:80 Platform in any manner which: (i) is necessary to comply with any Applicable Law or safety requirement; (ii) results from a Sourcing Issue; or (iii) does not materially affect the nature or quality of the same, and Sport:80 shall notify the Customer in any such event. Any other modification required by Sport:80 shall be implemented pursuant to the Change Procedure.

3.7. Sport:80 shall follow the archiving procedures for Customer Data as described in the Subscription Specification.

4. OTHER SERVICES                                                                                        

4.1. The terms of this clause 4 apply where Sport:80 has agreed under the Contract to provide any Other Services, and in this clause 4 “Output” shall mean, as applicable, the deliverables/results of the provision of such Services, as more particularly detailed in the Order Form.

4.2. The Customer shall in a timely manner:

4.2.1. provide all the Customer Content and Customer Materials (as appropriate);

4.2.2. as necessary, prepare its premises, equipment and existing systems (or those of a relevant third-party); and

4.2.3. facilitate such access to the Customer’s premises, equipment and existing systems (or those of a relevant third-party), 

as may be needed by Sport:80 in order to perform the relevant Services.

4.3. Sport:80 shall subject the Output to such tests as are specified in the Order Form or, as applicable, the Specification.

4.4. The Customer shall be deemed to have accepted any Output if either: (i) the acceptance testing is certified by Sport:80 to be successful; (ii) the Customer fails to provide the data or results necessary for acceptance testing to be undertaken within the time limits specified in the Order Form (in respect of which, time shall be of the essence); or (iii) the Customer commences operational use of the Output.

5. SOFTWARE

5.1. The terms of this clause 5 apply where the Customer licences any Software from Sport:80 (which includes software made available to the Customer as part of the provision of the Sport:80 Platform).

5.2. In consideration for the payment of all applicable Charges, Sport:80 hereby grants to the Customer a non-exclusive licence for the licence term set out on the Order Form to use the Software. 

5.3. Use of the Software shall be restricted to: (i) the Licence Type restrictions set out in the Order Form for the same; (ii) the use restrictions set out in the Order Form for the same; (iii) object code form; (iv) the purpose described in the Order Form; (v) the normal business purposes of the Customer; and (vi) employees of the Customer (and, where “contractor use” is permitted in the Order Form, third-party contractors using the same solely for the benefit of the Customer.

5.4. During the Service Term, Sport:80 warrants that the related Software will perform so as to enable such Software (and any module) to comply with the Contract. The Customer’s sole remedy for breach of the warranty under this clause 5.4 shall be the correction of the Defect by Sport:80 within a reasonable time from notification by the Customer of the same.

5.5. Delivery of Software shall be deemed to occur from the commencement of the Initial Term for the Software as set out in the Order Form headed Sport:80 Platform Subscription.

5.6. Sport:80 shall provide to the Customer, from time to time, copies of the Documentation containing sufficient up-to-date information for the proper use of the Software. Such Documentation may be supplied in electronic form.

5.7. The Customer may make such further copies of the Documentation as are reasonably necessary for the use of the Software and for training the Customer Personnel in use of the Software provided that it obtains prior written consent from Sport:80 before copies of Documentation are made. Where Sport:80 consent to the making of further copies of the Documentation, the Customer shall ensure that all of Sport:80’s proprietary notices are reproduced in any such copy. 

5.8. Any unauthorised modifications, use or improper installation of the Software by the Customer (or on behalf of the Customer, other than by Sport:80 Personnel) shall render all Sport:80’s warranties and obligations under the Contract null and void. Sport:80 shall not be obliged to rectify any particular Defect if attempts to rectify such Defect other than normal recovery or diagnostic procedures have been made by the Customer Personnel or third parties without the permission of Sport:80.

5.9. Notwithstanding any other provision, Sport:80 specifically denies any implied or express term or representation that the Software will:

5.9.1. be fit to operate in conjunction with any hardware items or software products other than with those that are identified in the Specification as being compatible with the Sport:80 Platform; or

5.9.2. operate uninterrupted or error-free.

5.10. The Customer shall: (i) use reasonable endeavours to prevent any unauthorised use of the Software; (ii) notify Sport:80 as soon as it becomes aware of any unauthorised use of the Software by any person; (iii) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Sport:80 would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for under these Conditions, from such date to the date of payment.

6. CUSTOMER OBLIGATIONS

6.1. The Customer shall:

6.1.1. provide all necessary co-operation reasonably required in relation to the Contract;

6.1.2. appoint a Customer Manager in relation to the Contract, who shall have the authority contractually to bind the Customer on matters relating to the Contract;

6.1.3. comply with any and all obligations which are set out in the Order Form, including in the applicable Specification which are stated to be performed by the Customer and any other obligations which are apparent or would be ordinarily expected to be complied with by the Customer in the ordinary course of receipt of similar services (from a competent provider, acting reasonably and in good faith);

6.1.4. promptly provide such assistance from the Customer Personnel or any decision, guidance, information or instruction as may be reasonably requested by Sport:80 from time to time;

6.1.5. ensure that the terms of the Contract (including any specification) are complete and accurate;

6.1.6. not to do or permit anything to be done that will or may damage the business, reputation, image and/or good will of Sport:80;

6.1.7. comply with the Acceptable Use Policies (if any);

6.1.8. only use the Services for lawful purposes and shall not use the Services: (i) in any way that breaches any Applicable Law; (ii) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (iii) for the purpose of harming or attempting to harm minors in any way; (iv) to send, knowingly receive, upload, download, store, use or re-use any material which does not comply with the content standards set out in clause 6.2; (v) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); (vi) to knowingly store, distribute, transmit, send or upload any data or material that contains a Virus; and (vii) to (or attempt to) probe, scan, penetrate or test the vulnerability of any of Sport:80’s systems or networks or to breach any of Sport:80’s security or authentication measures, whether by passive or intrusive techniques, without Sport:80’ prior written consent;

6.1.9. except as expressly licensed, not (and not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Software or the Sport:80 Platform, in whole or in part, or access all or any part of Software or the Sport:80 Platform in order to build any software, product or service which competes with the same;

6.1.10. ensure that there are in place all necessary consents, licences and permissions required to permit Sport:80 to access and use all the Customer Content, Customer Materials and Customer Personal Data and any other items as may be appropriate in connection with each and every Contract; and

6.1.11. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Sport:80’s data centres (or, where appropriate, the third-party portal through which Sport:80 provides Services to the Customer).

6.2. The content standards are as follows:

6.2.1. content must: (i) be accurate (where it states facts); (ii) be genuinely held (where states opinions); and (iii) comply with Applicable Law; and

6.2.2. content must not: (i) contain any material which is defamatory of any person, obscene, offensive, hateful, harmful, threatening, harassing or otherwise inflammatory; (ii) promote sexually explicit material; (iii) promote violence; (iv) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (v) be used to impersonate any person, or to misrepresent identity of any person or their affiliation with any other person; (vi) infringe the copyright, database right or trade mark of any other person; (vii) give the impression that it emanates from Sport:80, if this is not the case; or (viii) advocate, promote or assist any unlawful act.

7. CHARGES

7.1. The price for Services is the price set out in the Order Form. Where no price is quoted, it shall be:

7.1.1. the price set out in the relevant cost proposal generated by Sport:80 as at the Start Date for performance of the relevant Services; or

7.1.2. where applicable in respect of Services, on a time and materials basis in accordance with the Standard Rates.

7.2. Except where expressly agreed in writing to the contrary, the Charges shall not include travel or accommodation expenses, which shall become payable upon production of mileage claims/appropriate receipts.

7.3. The parties agree that following the first anniversary of the date of a Contract, Sport:80 may review (and subsequently apply an increase to) any and all fees (including its Standard Rates) under the Contract (“Price Review”), provided that Price Review cannot be undertaken by Sport:80 more than once in any twelve (12) month period. Sport:80 shall give the Customer written notice of any such variation to the Charges following a Price Review two (2) months before the proposed date of that variation.

7.4. If it is reasonably apparent that any of the pricing in the Order Form is incorrect (“Obvious Pricing Error”), the Customer must notify Sport:80 of the same. When Sport:80 becomes aware of an Obvious Pricing Error, it shall promptly notify the Customer of the error together with the correct price (“Correct Price”). Following notification of the Correct Price, such price shall apply in place of the Obvious Pricing Error. If the Customer objects to the Correct Price, it may terminate the Contract on written notice to Sport:80.

7.5. Where a failure of the Customer to comply with its obligations in the Contract (including those set out in these terms and conditions as well as the Order Form) results in:

7.5.1. additional costs for Sport:80;

7.5.2. a delay to the commencement of any of the Services; and/or

7.5.3. wasted time,

Sport:80 may in its sole discretion charge the Customer: (i) for the Charges at the times as they would have fallen due had the delay not occurred and/or (ii) on a time and materials basis. In order to calculate the same, Sport:80’s Standard Rates shall apply unless other rates are specified in the Order Form.

7.6. Unless otherwise specified to the contrary in the Order Form, Sport:80 will invoice the Customer as described in the table below:

The Sport:80 Platform	Monthly in advance
Other Services	On the Start Date as specified in the Order Form

7.7. If Services are not performed as a result of the acts or omissions of the Customer, Sport:80 may invoice the same on the date upon which delivery/performance was attempted.  

7.8. The Customer shall pay each invoice which is properly due and submitted to it by Sport:80 within 30 days of invoice date to a bank account nominated in writing by Sport:80. Time for payment is of the essence. If Sport:80 has not received a payment which is validly due within such period, and without prejudice to any other rights and remedies it may have (but subject to any Applicable Law in force at the time which restrict or exclude the same), Sport:80 may charge interest on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the Due Date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly.

7.9. In respect of any training provided by Sport:80 as detailed in an Order Form, a minimum cancellation period of 7 days is required, otherwise Sport:80 reserves the right to charge the Customer for the Charges associated with the rescheduling of any such training.

7.10. All Charges stated or referred to in the Contract are exclusive of:

7.10.1. value added tax or other sales taxes, which shall be added to Sport:80’s invoice(s) at the appropriate rate; and

7.10.2. all packing, insurance and transport costs, and any import or export duties or similar taxes, which shall be paid by the Customer (unless the same is expressly stated to be included within the price in the Order Form).

7.11. Sport:80 may, without limiting its other rights or remedies, set off any amount owing to it by the Customer or any Affiliate against any amount payable by Sport:80 to the Customer.

8. INTELLECTUAL PROPERTY AND MATERIALS

8.1. Sport:80 warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to the Customer pursuant to the Contract. The Customer warrants to Sport:80 that Sport:80’s possession and use in accordance with these Conditions of any materials (including third-party materials supplied by the Customer to Sport:80) shall not cause Sport:80 to infringe the rights, including any Intellectual Property Rights, of any third party.

8.2. Except as expressly stated herein, these Conditions do not grant the Customer any Intellectual Property Rights or any other rights or licences to, in or in respect of the Services or Software.

8.3. Any materials provided in respect of the Services are licensed to the Customer solely for the purposes of the receipt of such Services, unless and to the extent that wider use is stated on the Order Form.

8.4. Sport:80 acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content. Except as expressly stated herein or as is necessary to perform Sport:80’s obligations under the Contract, these Conditions do not grant Sport:80 any Intellectual Property Rights or any other rights or licences to or in respect of any Customer Content.

8.5. Nothing in these Conditions shall be construed so as to prevent Sport:80 from using in the furtherance of its own business general know-how or expertise gained in its performance of the Contract, provided that any such use does not constitute or result in a disclosure of any Confidential Information in breach of clause 9 (Confidentiality) or infringement of any Intellectual Property Rights.

9. CONFIDENTIALITY 

9.1. Each party undertakes that it shall during the Contract, and thereafter, keep confidential and not disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the other party’s Group, except as permitted by clause 9.2 below.

9.2. Each party may disclose the other party's Confidential Information:

9.2.1. to its Affiliates, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

9.2.2.  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, to the extent where it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.2.2, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

9.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any unconnected third party.

9.5. Sport:80 may publicise its involvement with the Customer for its own marketing purposes, and any such publication shall not constitute an unlawful disclosure of Confidential Information for the purposes of this clause 9.

10. BRAND ASSOCIATION

10.1. The Customer hereby grants to Sport:80 the right to display the Customer’s branding (including the right to use its association with the Customer as ‘Technology Partner of the Customer’ (or similar as may be agreed between the parties from time to time) in conjunction with the Customer’s branding) on the Sport:80 website.

10.2. The Customer hereby consents to Sport:80 creating and publishing content across various Sport:80 channels (including but not limited to marketing and communications) from time to time regarding the work that it has undertaken for the Customer .

10.3. Sport:80 hereby grants to the Customer the right to display Sport:80’s branding on the Customer’s website in accordance with the Customer Requirements specified in an Order Form.

10.4. The Customer hereby grants to Sport:80 the right to list the Customer on hard copy clients lists and on the client list available on Sport:80’s website (“Customer Lists”) (provided that such usage may not occur prior to the date of the first Contract and the Customer shall be alphabetically listed with other clients of Sport:80 and shall not be differentiated in any manner). Sport:80 may from time to time use the Customer’s logo in the Customer Lists provided that the Customer’s logo has been approved by the Customer.

11. DATA PROTECTION ARRANGEMENTS

11.1. The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. However, the parties anticipate that the Customer shall act as a controller and Sport:80 shall act as a processor and in any such case:

11.1.1. Sport:80 shall be a controller where it is collecting and using personal data in relation to the management of its Customer accounts; and

11.1.2. Sport:80 shall be a processor where it is processing personal data in relation to the Data Processing Particulars in connection with performing its obligations under the Contract.

11.2. Sport:80 shall comply with, and shall procure that any Affiliates comply with, the provisions of the Data Protection Legislation in relation to all Customer Personal Data that is processed by it in connection with the Contract.

11.3. Sport:80 shall be permitted to appoint sub-contractors, and to disclose personal data to them for processing in accordance with the Contract, provided always that the sub-contractor's right to process the personal data terminates automatically on expiry or termination (for whatever reason) of the Contract for which the sub-contractor was engaged.

12. DATA PROCESSING OBLIGATIONS 

12.1. To the extent that Sport:80 is acting as a Processor for and on behalf of the Customer, it shall:

12.1.1. only process the Customer Personal Data on the Customer’s documented instructions except insofar as required to do so by Data Protection Legislation

12.1.2. inform the Customer on becoming aware of:

12.1.2.1. any legal requirement that requires Sport:80 to process Customer Personal Data otherwise than on the Customer’s documented instructions, unless Applicable Laws prohibit such information on important grounds of public interest; or

12.1.2.2. any instruction from the Customer in relation to the processing of personal data which, in Sport:80’s reasonable opinion, infringes Data Protection Legislation;

12.1.3. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk to the rights and freedoms of natural persons, and in particular the risks from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or, or access to personal data, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk;

12.1.4. ensure that its employees, and any other persons with access to Customer Personal Data are made aware of their data protection and security obligations and are subject to binding obligations of confidentiality;

12.1.5. not engage another person to process any Customer Personal Data (a “sub-processor”) without the Customer’s prior specific or general written authorisation, and in the case of a general written authorisation, inform the Customer of any intended changes concerning the addition or replacement of any sub-processor and allow the Customer reasonable opportunity to object to such change;

12.1.6. ensure that any sub-processor is engaged on terms equivalent to those which Sport:80 itself is subject under this clause 12 (and any other confidentiality or similar obligations contained in the Contract), and provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Legislation;

12.1.7. where a sub-processor fails to fulfil its data protection or confidentiality obligations, remain fully liable to the Customer for the performance of (or failure to perform) those obligations;

12.1.8. if a data subject makes a request relating to the exercise of his or her legal rights in relation to personal data, at the Customer’s reasonable cost, provide the Customer with any information and assistance reasonably required by the Customer in order to respond to the request;

12.1.9. if it becomes aware of a personal data breach in relation to any Customer Personal Data, notify the Customer immediately upon becoming aware of the breach and thereafter provide details of the nature of the personal data breach, and provide the Customer with such information and assistance as it requires in relation to the personal data breach;

12.1.10. taking into account the nature of the processing and the information available to Sport:80, at the Customer’s cost, provide the Customer with such information and assistance as the Customer reasonably requires in order to carry out any privacy impact assessments, consult with a supervisory authority prior to processing, or meet any obligations under Data Protection legislation which derive from such activities;

12.1.11. upon the termination of the Contract for any reason, after completing any processing of personal data on the Customer’s behalf, or on the Customer’s written request, delete or return all such personal data (and any copies of the same) unless Sport:80 is required to store such copies to comply with a requirement imposed by Applicable Laws, and where Sport:80 is required to delete personal data, to the extent that it is not practical to do so immediately, Sport:80 will do so as soon as possible, and in the meantime shall ensure appropriate safeguards are put in place and the data is not retained for a longer period than is appropriate;

12.1.12. Sport:80 may from time to time transfer Customer personal data outside of the United Kingdom to a third country or international organisation in order to facilitate the Customer’s payment of any Charges through an approved third-party payment provider. Sport:80 shall not transfer any Customer personal data without either (i) the UK Government having decided that country or organisation ensures adequate protection under article 45; (ii) having other appropriate safeguards in place as set out in article 46; (iii) one or more of the derogations in article 49 applies; or the transfer is made in compliance with standard contractual clauses; and

12.1.13. subject to the Customer providing appropriate confidentiality undertakings, make available to the Customer all assistance and information necessary to demonstrate compliance with article 28, save that this shall not require Sport:80 to disclose or permit access to any of its (or any third party’s) confidential or commercially sensitive information,

and the Customer shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Customer Personal Data to Sport:80 and/or lawful collection of the Customer Personal Data by Sport:80 on behalf of the Customer for the duration and purposes of the Contract.

12.2. Where the Customer makes any such request under clause 12.1.1 to delete or return personal data prior to the termination of the Contract, and it serves to hinder or prevent Sport:80’s obligations thereunder, the Contract shall continue despite such reduced performance, and the Charges which have been paid or which will become payable shall not be affected thereby.

13. WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY

13.1. Sport:80 warrants that it has the necessary rights to enter into and perform its obligations under the Contract.

13.2. All representations, warranties or terms (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in these Conditions are hereby excluded. In particular, but without prejudice to the generality of the foregoing, Sport:80 makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Services for any purpose, whether or not such purpose is disclosed to Sport:80.

13.3. The Customer hereby indemnifies Sport:80 from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Sport:80 in connection with: 

13.3.1. Sport:80’s storage/handling of any Customer Personal Data provided it is done in accordance with its obligations under this Contract; 

13.3.2. any failure of the Customer to obtain appropriate licences and/or consents in accordance with its obligations under these Conditions or any subsequent revocation or non-renewal of any such licence and/or permit; 

13.3.3. any failure of the Customer to ensure its compliance with Applicable Law in accordance with its obligations under these Conditions; 

13.3.4. any use of the Services or Software by the Customer other than as envisaged under the Contract; 

13.3.5. failure of an Authorised User to comply with the End User Licence Agreement; and

13.3.6. any other Customer Default.

13.4. Sport:80 shall defend the Customer, its officers, directors and employees against any claim that Software or Sport:80 Services infringe any United Kingdom patent effective as of the Start Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts finally awarded against the Customer in judgment or settlement of such claims, provided that: 

13.4.1. Sport:80 is given prompt notice of any such claim; 

13.4.2. the Customer provides reasonable co-operation to Sport:80 in the defence and settlement of such claim (at Sport:80’s expense, provided such expenses are reasonable and can be evidenced to Sport:80’s satisfaction); and 

13.4.3. Sport:80 is given sole authority to defend or settle the claim. 

13.5. In the defence or settlement of any claim, Sport:80 may procure the right for the Customer to continue using Software or Sport:80 Services, replace or modify Software or Sport:80 Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. In no event shall Sport:80, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of Software or Sport:80 Services by anyone other than Sport:80; (b) the Customer's use of Software or Sport:80 Services in a manner contrary to the instructions given to the Customer by Sport:80; or (c) the Customer's use of Software or Sport:80 Services after notice of the alleged or actual infringement from Sport:80 or any appropriate authority. The foregoing states the Customer's sole and exclusive rights and remedies, and Sport:80’s (including its employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13.6. The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

13.6.1. any breach of these Conditions howsoever arising; and

13.6.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) or breach of statutory duty arising under or in connection with the Contract.

13.7. Nothing in these Conditions shall limit or exclude Sport:80’s or the Customer’s liability for:

13.7.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

13.7.2. fraud or fraudulent misrepresentation; and

13.7.3. any other liability which cannot be limited or excluded by Applicable Law.

13.8. Subject to clauses 13.6 and 13.7, Sport:80’s liability in respect of loss or damage under the Contract in any 12 month period shall not exceed a sum equal to the total Charges paid and payable to Sport:80 by the Customer under the Contract during the period of 12 months immediately prior to the event giving rise to the claim.

13.9. Subject to clause 13.6, in no event will Sport:80 be liable to the Customer (whether in contract, tort, negligence or otherwise):

13.9.1. for any loss of revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;

13.9.2. for any indirect, special or consequential loss or damage;

13.9.3. to the extent that any delay in performing or failure to perform Sport:80’s obligations is due to a failure by the Customer to perform its own obligations under the Contract or if delay results from a failure by the Customer to comply with reasonable requests by Sport:80 for instructions, information or action required by it to perform its obligations within a reasonable time; or

13.9.4. for the consequences of any other acts or omissions of the Customer or the Customer Personnel.

13.10. If Sport:80 is responsible for carrying out back-ups of Customer Content, in the event of any loss or damage to Customer Content, the Customer's sole and exclusive remedy shall be for Sport:80 to use reasonable commercial endeavours to restore the same from its latest back-up maintained by Sport:80 in accordance with its archiving procedure.

13.11. Save for the obligations set out in clause 13.10, in no event shall Sport:80 be liable for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by Sport:80 to perform services related to maintenance and back-up).

14. TERM AND TERMINATION

14.1. The Contract shall commence on the Start Date and continue for the Initial Term stated in the relevant Order Form (or until performance of Services has been completed) and each Term Extension (the “Term”) unless terminated in accordance with its terms. 

14.2. Without prejudicing any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.2.1. the other party fails to pay any amount due under the Contract on the Due Date for payment and remains in default not less than 30 Business Days after being notified in writing to make such payment;

14.2.2. the other party commits a material breach of any other term of the Contract which breach is irremediable or (if remediable) fails to remedy it within a period of 30 Business Days after being notified in writing to do so (this clause 14.2.2 only applies if Service Credits are not applicable); or

14.2.3. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms under the Contract; or

14.2.4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.3. Without prejudicing any other right or remedy available to it, Sport:80 may terminate the Contract should an Insolvency Event occur.

14.4. Without prejudicing any other right or remedy available to it, Sport:80 may terminate the Contract with immediate effect by giving written notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.5. Without prejudicing any right to terminate which Sport:80 may have, Sport:80 will be entitled to suspend any Services without notice if:

14.5.1. there is a Default on the part of the Customer; or

14.5.2. any of the events set out in clauses 14.2, 14.3 or 14.5 occur in relation to the Customer.

14.6. Sport:80 may rely on the suspension to relieve it from the performance of any of its obligations in each case to the extent the suspension prevents or delays the performance by Sport:80 of any of its obligations and Sport:80 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any failure or delay by Sport:80 to perform any of its obligations as set out in this clause.

14.7. Where Sport:80 acquires the right to terminate or suspend Services under the Contract pursuant to this clause 14, such right shall extend to any other contracts concluded between the parties incorporating these Conditions, whether prior or subsequent to the Contract.

15. CONSEQUENCES OF TERMINATION

15.1. On termination for any reason:

15.1.1. all rights granted to the Customer under the Contract shall cease;

15.1.2. for the avoidance of doubt, all rights granted to an End User under any End User Licence Agreement shall cease;

15.1.3. the Customer shall immediately pay any sums due to Sport:80 (including sums on a time and materials basis for any work in progress) without set off or deduction;

15.1.4. subject to Sport:80’s obligations with respect to any other Contract which remains in force, each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and

15.1.5. provided all sums due to Sport:80’s Group from the Customer’s Group have been paid, Sport:80 shall make available to the Customer a copy of all Customer Content in a commonly-readable electronic format for a period of no more than 7 days following termination. After such period, Sport:80 may permanently delete all Customer Content residing on its systems.

16. INSPECTION

16.1. The Customer shall permit Sport:80 to inspect and have access to any premises (and to the computer equipment located there) at or on which Software is being accessed, and have access to any records kept in connection with the licence of Software under these Conditions, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that Sport:80 provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.  This right shall continue beyond termination/expiry to enable Sport:80 to verify that use of Software has ceased.

17. ASSIGNMENT

17.1. The Customer may not assign, sub-contract, sub-license, charge or otherwise deal in any other manner with all or any of its rights or obligations under the Contract, nor provide any of the Services directly or indirectly to third parties, without the consent of Sport:80, such consent not to be unreasonably withheld or delayed.  The Customer shall not allow any of its rights under the Contract to become the subject of any charge, lien or encumbrance.

17.2. Sport:80 may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.

17.3. The Customer agrees that it shall co-operate and undertake all matters at Sport:80’s cost and expense that are necessary to novate or assign any Contract or any parts thereof to any third party when requested to do so by the Customer.

18. FORCE MAJEURE

18.1.     Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; pandemic or epidemic; compliance with any law or governmental order, rule, regulation or direction; accident; fire, flood, or storm; in each case whether or not foreseeable (“Force Majeure Event”).

18.2. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 180 days, the party not affected may terminate the Contract by giving 30 Business Days' written notice to the other party.

19. NOTICES 

19.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

19.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

19.1.2. sent by email to the email addresses for legal notices as set out in the order form.

19.2. Any notice shall be deemed to have been received:

19.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

19.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

19.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

19.3. 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. 

20. DISPUTE RESOLUTION 

20.1. If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of the Contract (a “Dispute”) then the parties shall follow the procedure set out in this clause 20:

20.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and

20.1.2. if the parties are for any reason unable to resolve the Dispute within 20 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (an “ADR Notice”) to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR Notice.

20.2. If the Dispute is not resolved within 1 month of the mediator’s appointment, then either party may commence court proceedings, but provided that nothing in this clause 20.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.

21. CHANGE PROCEDURE

21.1. The Customer Manager and the Sport:80 Manager shall endeavour to meet (by telephone or alternative digital means (e.g. MS Teams) in person) at least once every three (3) months to discuss matters relating to the Services (including the Software). Where a party identifies a need to change the Contract, they may at any time request such a change.

21.2. The party proposing the change shall notify the other party in writing specifying in as much detail as is reasonably practicable the nature of the requested change (“Change Request”).

21.3. Where the Customer has requested the change, Sport:80 shall, as soon as reasonably practicable, provide a written estimate to the Customer of:

21.3.1. the likely time required to implement the change;

21.3.2. any necessary variations to the Charges arising from the change;

21.3.3. any necessary variations to the resources of either party arising from the change; and

21.3.4. any other impact of the change on the hardware/services provided under the Contract.

21.4. Unless both parties consent to a Change Request there shall be no change to the Services and any other terms of the Contract. For the avoidance of doubt, Sport:80 has no obligation to consent to a Change Request unless and until the parties have agreed the necessary variations to the Sport:80 Charges arising from such change, the Services and any other relevant terms of the Contract to take account of the change.

22. GENERAL

22.1. Entire agreement.

22.1.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.1.2. Neither party shall have any remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

22.2. Third party rights.

22.2.1. A natural or legal person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

22.3. Variations.

22.3.1. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Sport:80. Sport:80 may vary these Conditions from time to time on giving the Customer at least 30 days’ notice in writing.

22.4. Waiver.

22.4.1. A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

22.5. Severance.

22.5.1. If any provision or part-provision of the Contract 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, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

22.5.2. If any provision or part-provision of the Contract is deemed deleted under clause 22.5.1 above, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22.6. No partnership or agency.

22.6.1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

22.6.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22.7. Governing law and jurisdiction.    

22.7.1. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.

SCHEDULE 1 – DEFINITIONS AND INTERPRETATION

1. Interpretation

In these Conditions: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to Sport:80 or Customer includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words;  (v) a reference to writing or written includes emails but excludes faxes; (vi) the terms ‘personal data’, ‘data subject’, ‘processor’, ‘controller’, ‘processing’, ‘personal data breach’, ‘pseudonymisation’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in Data Protection Law; and (vii) the following definitions apply:

“Acceptable Use Policy”	the acceptable use policy (if any) applicable to the relevant Services/Software, set out at: https://www.sport80.com/uk/acceptable-use-policy, as may be amended or updated by Sport:80 from time to time on written notice to the Customer.
“Affiliates”	each agent, employee, contractor or sub-contractor of a party or the party's Group.
“Applicable Law”	the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party’s obligations under the Contract.
“Authorised Users”	those employees and independent contractors of the Customer who are entitled to use the Sport:80 Platform under the Contract (together with any other Authorised Users expressly envisaged under the Order Form).
“Business Day”	a day other than a Saturday, Sunday or public holiday in England.
“Change Procedure”	the procedure detailed in clause 21.
“Change Request”	a request to change the terms of the Contract, as made in accordance with the Change Procedure.
“Charges”	the charges payable by the Customer to Sport:80, as set out in the Order Form.
“Confidential Information”	information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information relating to the business of either party, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information and/or circumstances of its disclosure.
“Contract”	the contract (as defined in clause 1.2) between the Customer and Sport:80 relating to the supply of Services and governed by these Conditions.
“Customer Content”	any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of these), embodied in any medium, that are provided to Sport:80 by or on behalf of the Customer, in order to perform its obligations pursuant to the Contract.