CORPORATE TERMS

QUARTER PRO: AWAY DAY & TOURNAMENT AGREEMENT

This Agreement comprises Part A (the "Commercial Terms") and Part B (the "Terms and Conditions"). The definitions set out in the Terms and Conditions shall apply where used in the Commercial Terms.

PART A: COMMERCIAL TERMS (Lead Booker to complete yellow sections)

EXECUTED by the parties and delivered on the date set out above.

PART B: TERMS AND CONDITIONS

1. Introduction
   1. This Agreement is a contract between the Client and Quarter Pro Limited a company incorporated in England and Wales with company number 11097379 and registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (referred to as we, us or our).
   2. No other terms and conditions of service (including, the Client’s own terms, the pre-printed terms on the back of any PO, or those implied), will apply to this Agreement unless we have agreed in writing.
2. Definitions and Interpretation
   1. In this Agreement, the following words have the following meanings: -
      
      

      Agreement: the Commercial Terms and these Terms and Conditions;

      Client: has the meaning given to it on the Commercial Terms;

      Confidential Information: shall have the meaning given to it in Condition 14.1;

      Commercial Terms: the document attached to these Terms and Conditions;

      Fee: the fee due set out in the Commercial Terms;

      Good Practice: exercising, in accordance with any applicable industry standards, the same skill, expertise and judgement and using facilities and resources of a similar quality as might be expected from a person who is skilled and experienced in providing the services in question and takes all proper and reasonable care and is diligent in performing its obligations;

      IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;

      Match: the football match that is hosted by us as part of the Services;

      Match Services: the filming of the Matches to create the Recorded Content and the compilation of the Statistical Content together with the Services agreed in the Commercial Terms;

      Online Services: content relating to player information, Recorded Content, Statistical Content on the Website together with the provision of access to such content;

      Participant: the employees or other representatives of the Client;

      Personal Data: any data that relates to an identified or identifiable individual;

      Recorded Content: all photographs, videos and other recorded content that we make of the Matches;

      Services: the Online Services and/or the Match Services as the case may be;

      Statistical Content: passes successful, passes unsuccessful, shots on target, shots off target, players beaten, assists, goals, own goals, tackles/interceptions/blocks, saves, player of the match and comments;

      User Content: any content that the Client or its Participants provide to us or that we access through social media platforms and that relates to us or our Website;

      Venue: the location for the Match;

      Website: the website located at www.quarterpro.co.uk and subdomains of that website and/or any other website notified to the Client or its Participants; and

      Working Day: a day other than a Saturday, Sunday or public holiday in England.

   2. Words in the singular include the plural and in the plural include the singular.
   3. The headings shall not affect the interpretation of this Agreement.
   4. References to Conditions are references to the numbered provisions of this Agreement.
   5. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
   6. Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
   7. 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.
3. Provision of the Services
   1. We shall perform the Services, using all reasonable care, skill and diligence and in accordance with Good Practice and all applicable laws and regulations.
   2. We shall provide at our own expense sufficient personnel to provide the Services in accordance with the terms of the Agreement.
   3. Each party shall appoint a nominated point of contact for the purposes of the Services.
   4. The Client shall procure that Participants comply with the terms of this Agreement.
4. Fee and Payment
   1. In consideration for the provision of the Services, the Client will pay to us the Fee as set out in the Fee and Payment Schedule set out in the Commercial Terms.
   2. If any undisputed invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 from the day after the due date for payment up to (and including) the date of payment of the invoice in full.
5. Participant Access to Online Services
   1. We grant to the Client and each Participant the non-exclusive, non-transferable right to access and use the Online Services for its own purposes. All rights in and to the Online Services and all software relating to the Online Services belong to us or our licensors
   2. If the Client or a Participant is in breach any of this Agreement, we reserve the right to temporarily or permanently suspend access to the Online Services without notice.
   3. The Client and each Participant must only use the Online Services and the Website for its own lawful purposes in accordance with this Agreement. Without prejudice to the generality of this provision, the Client shall not, shall procure that each Participant shall not, and shall not assist a third party to:
      1. try to undermine, damage or disrupt the security of our Website, associated software, computing systems or networks;
      2. act in a way which could risk overloading, impairing or damaging the Website, and supporting infrastructure;
      3. attempt to gain unauthorised access to any materials or other parts of our infrastructure;
      4. attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Online Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion);
      5. sell, resell, duplicate, reproduce or create any derivate works from any part of the Online Services;
      6. make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Online Services;
      7. reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Online Services or attempt to gain access to the source code, save to the extent expressly permitted by law and not capable of exclusions;
      8. build a product competitive to the Online Services or otherwise using similar ideas, features, functions of graphics as the Online Services; and/or
      9. use the Online Services to provide services to third parties.
   4. If a Participant wishes to register on the Website and links their player account to their Statistical Content, then that Participant’s Personal Data, including their full name, will be visible on our website to all users. Each Participant is responsible for choosing a secure password to access the Online Services and each Participant must keep their password confidential. We are not liable for any losses or damages that may be suffered or incurred by the Client or a Participant as a result of a failure to keep a password confidential or from intentionally sharing a password. Each Participant is solely responsible for all activities that occur within their account for the Online Services, and each Participant must notify us immediately if they suspect there has been unauthorised access to or use of their account for the Online Services and provide all reasonable assistance to bring an end to such unauthorised access or use.
   5. We take reasonable precautions to prevent computer viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other items that may damage the operation of computers or property or otherwise engage in computer misuse ("Malicious Programmes") on the Website but cannot accept any liability for them. The Client is advised to take precautions against such Malicious Programmes, including the use of suitable protective software.
   6. The Client must not misuse the Website by knowingly introducing Malicious Programmes. The Client must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. The Client must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, the Client would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, the right to use the Website will cease immediately.
   7. We shall use reasonable endeavours to make the Online Services available at all times, but the Client acknowledges that there may be occasions when access to the Online Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
   8. We provide technical support via email. We try to respond to support requests within 24 hours during UK business hours (9am to 5pm) Monday to Friday, but we do not guarantee a particular response time.
   9. We reserve the right to remove any content or features from the Online Services for any reason such as any part of the Statistical Content, without prior notice, and shall have no liability or responsibility in any manner whatsoever in such circumstances, except to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that were previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.
6. Match Services
   1. We shall provide to the Client sufficient information relating to the proposed Venue in order that the Client can ensure that the Venue is of a satisfactory quality and fit for its purposes.
   2. If the Client wishes to change the date and/or time of the Match, we shall contact the owner of the Venue to see if any changes can be accommodated, but we cannot guarantee that any changes can be made.
   3. If the owner of the Venue requires that the Match is postponed or cancelled, we shall notify the Client accordingly. If the Match is cancelled, or if the Client is unable to agree to the revised date and/or time, we shall refund to the Client the Fee in full. We shall have no further liability to the Client for any postponed or cancelled Match.
   4. At our request, the Client shall ensure that each Participant enters into our participation agreement before taking part in the Match. Notwithstanding the terms of our participation agreement, the Client shall, and shall procure that the Participants shall:
      1. have appropriate kit, clothing, footwear and equipment to participate in each Match;
      2. behave appropriately during the Match and comply with all rules and regulations of the Venue and follow all reasonable instructions of any representative of Quarter Pro or the Venue;
      3. not argue with the decisions of the referee and other match officials and not do anything that will endanger or offend any other participants;
      4. be healthy, fit and capable of participating in a Match, and in particular not be under the influence of alcohol, strong medication or illegal drugs and not have in their possession alcohol, strong medication or illegal drugs; and
      5. if pregnant, consulted with their doctor before taking part.
   5. If the Client is not able to field sufficient numbers of Participants required for the Match and the Match does not take place, then no refund shall be due to the Client.
   6. We reserve the right to exclude any Participant from the Match Services if we reasonably believe that such Participant is in breach of this Agreement including the terms set out in Condition 6.4.
   7. We shall be entitled to make Recorded Content of any Participant and you agree that we own all rights in and to the Recorded Content. We may use any Recorded Content at our sole discretion for any purpose in any media worldwide including on our Website, social media and all other marketing and promotional materials in perpetuity without further reference to the Client or any Participant and/or payment of any money or other compensation to the Client or any Participant. The Client must ensure that the Participant is aware of our rights under this Condition 6.7 and agrees to such recording and use of Recorded Content in perpetuity for all purposes.
   8. If the Client or any of the Participants damages any part of the Venue or other property, and we receive a claim from any third party, including the owner of the Venue as a result, the Client shall indemnify us and keep us indemnified in respect of all costs, claims, damages, expenses, liabilities and losses that we may incur in respect of such a claim.
7. Warranties

   We warrant and represent to the Client that:

   1. we have the necessary knowledge, experience and skills to perform the Services;
   2. all equipment used in the provision of the Services shall be in good condition, free from defects and damage and fit for its intended purpose;
   3. all personnel that we engage to perform the Services shall have the necessary skills, professional qualifications and experience to perform the Services;
   4. we have the right, power and authority to enter into this Agreement and to carry out our obligations under this Agreement and the performance of this Agreement shall not breach any other agreement entered into by us;
   5. the provision of the Services in accordance with the terms of this Agreement shall not infringe any third party IP Rights; and
   6. we have obtained all appropriate licences, consents, permits and certifications to carry out the Services.
8. Liability
   1. Subject to Condition 8.3, neither party shall be liable to the other under this Agreement, whether in tort (including negligence or breach of statutory duty), breach of contract, misrepresentation or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses even if advised of the possibility of the same.
   2. Our maximum aggregate liability for each event of default (or series of related events of default) under this Agreement whether such event of default relates to tort (including negligence or breach of statutory duty), breach of contract, misrepresentation or otherwise shall be limited to damages which shall in no event exceed the total Fee due to us for the Services.
   3. Nothing in this Agreement shall exclude or limit or purport to exclude or limit the liability of either party for death or personal injury caused by that party’s negligence; fraudulent misrepresentation; and/or a party’s obligations under an indemnity.
9. Insurance
   1. We shall maintain in force all appropriate insurances related to our liability under this Agreement, including a public liability insurance policy with a maximum claim of £2 million in the aggregate.
   2. We shall, during the term of this Agreement, and for a period of six years thereafter, promptly provide to the Client a copy of our insurance policy; maintain such insurance policy; and not do or omit to do anything to invalidate any insurance policy.
10. Termination
    1. This Agreement shall commence on the date of signature and shall remain in force until completion of the Services unless terminated earlier in accordance with its terms. However, Participants’ access to the Online Services shall continue for as long as the Online Service is available.
    2. Either party may terminate this Agreement immediately on written notice to the other party if the other party:
       1. commits a material breach of this Agreement which, if capable of remedy, it fails to remedy within 10 (ten) Working Days of receiving a notice to do so;
       2. has a petition presented for its winding-up, or passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction), or enters into a voluntary arrangement with its creditors, or becomes subject to an administration order, or has a receiver appointed over all or any of its assets, or an encumbrancer takes possession of any of its property or assets or goes into liquidation; and/or
       3. ceases or threatens to cease to carry on business.
    3. Termination or expiry of this Agreement shall be without prejudice to the rights of either party which have accrued prior to termination or expiry. Conditions that are expressly or implicitly intended to survive termination shall do so.
11. IP Rights
    1. All IP Rights in the Online Services, including the Recorded Content and the Statistical Content, are owned by us or our licensors.
    2. The Client and its Participants shall remain the owner of all IP Rights in the User Content. The Client grants to us, and procures the grant from the Participants to us, free of charge, a royalty-free, worldwide, non-exclusive licence to use the User Content only to such extent as is necessary to enable us to provide the Services and to perform our obligations under this Agreement. The Client agrees and acknowledges that all posts that it or the Participants may post at any time with the hash tag "QUARTERPRO" will automatically appear on our Website.
    3. The Client grants to us the right and licence to use the Client's name and any associated logo in any and all promotional and marketing materials, including online materials.
    4. The Client shall promptly notify us of any claim, notification or allegation that it receives that its use of the Services infringes the IP Rights of any third party (a “Claim”). The Client shall:
       1. not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
       2. give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
       3. at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
       4. mitigate its losses in relation to a Claim, including where requested to do so by stopping using the part of the Services that is the subject of the Claim.
    5. On receipt of a notice under Condition 11.4, we shall at our sole expense either procure the right to continue accessing and using the Services or modify or replace the infringing part of the Services to avoid the infringement.
12. Privacy
    1. In performing its obligations and exercising its rights under this Agreement, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679 and the Data Protection Act 2018.
    2. We shall process your personal data as a data controller and in accordance with our privacy policy.
13. Disclaimer
    1. We shall carry out our obligations under the Agreement with reasonable skill and care. However, the Client acknowledges and agrees that:
       1. there are inherent risks involved in participating in a Match and the Client and its Participants knowingly and freely assume all such risks and take responsibility for all injuries and damage that may be sustained due to participation in a Match. To the extent permitted by law, the Client releases us and our directors from any claim for personal injury, death or damage in relation to participation in a Match;
       2. we cannot and do not warrant that the Client and its Participants will not suffer any personal injury, death, damage to or loss of property during a Match. We strongly recommend that you have in place appropriate insurance. Nothing in these Agreement limits or excludes our liability for our negligence;
       3. we cannot and do not warrant the quality or timeliness of the Recorded Content. Many factors affect the quality of the Recorded Content, including the weather, the positioning of the cameras and the play, and the movement of the cameras by the play. No refund of any sum is due and no compensation is payable notwithstanding the unavailability, quality or timeliness of the Recorded Content;
       4. within the Online Services, there may be minor errors. Please notify us of any errors and we shall correct them as soon as possible. There may also be delays in the delivery of Online Content;
       5. we do not warrant or represent that the Client or its Participants will achieve any particular results, outcomes or improvements following use of the Online Services. The Online Services are for information only and do not constitute advice on how to improve sporting ability, fitness or playing skills. The Online Services represent only one aspect of how to improve sporting ability, fitness or playing skills and should not be considered in isolation; and
       6. the Client and its Participants should treat with caution any information or comments made by another user on the Online Services. We do not endorse or condone any such information or comments and have no responsibility for such information or comments.
    2. We are not liable for any act or omission of a third party in relation to the Services, including the Venues, football stadiums caterers, equipment providers or other food and drink providers, collaborators or partners.
14. Confidential Information
    1. Subject to the provisions of this Condition 14, we shall keep confidential and shall not disclose to any person the terms of this Agreement and all other information whether written or oral and in whatever medium which comes into its possession and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets of the Client (together the "Confidential Information").
    2. We shall not, and shall ensure that its personnel shall not, use, copy or disclose any of the Confidential Information except for the performance of the Services or in order to comply with the judgement of a court, governmental or administrative authority competent to require disclosure of the Confidential Information.
    3. We shall disclose Confidential Information only to our personnel to the extent that they need to know the same in order to provide the Services and where such personnel are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
    4. The provisions of this Condition 14 shall not apply to any Confidential Information which:
       1. is or becomes generally available to the public other than as a result of our act or omission;
       2. after the date of signature of this Agreement comes into our possession and is received from a person lawfully in possession of the information and owing no obligation of confidentiality to the Client in respect of the information.
15. Force Majeure
    1. For the purposes of this Agreement, an event of "Force Majeure" means any event beyond the reasonable control of either party, including war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, (but excluding strikes, lockouts and labour disputes involving employees of the party affected) third party acts or omissions, riot, civil commotion, accident, act of God, fire, flood and storm.
    2. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that and for so long as such delay or failure results from an event of Force Majeure provided that the party affected by the event of Force Majeure notifies the other party within 2 Working Days of becoming aware of the event of Force Majeure.
    3. If any event of Force Majeure continues for a period exceeding 15 days, the other party shall have a right to terminate this Agreement immediately on written notice.
    4. The party claiming an event of Force Majeure shall take all steps as are reasonably necessary to mitigate the effects of the event of Force Majeure and bring it to a close as soon as possible in accordance with Good Practice. Without prejudice to the foregoing, as soon as practicable following the affected party's notification, the parties shall consult with each other in good faith and use reasonable endeavours to agree appropriate measures to attempt to mitigate the effects of the event of Force Majeure and to facilitate the continued provision of any Services so affected.
16. Notices
    1. Notices under this Agreement shall be in writing and sent to a party's registered office or address or email address set out on the Commercial Terms. Notices may be given, and shall be deemed received by first-class post: 2 (two) Working Days after posting and if by hand or email, on delivery.
17. Entire agreement
    1. The parties agree that this Agreement constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement except in the case of fraudulent
    3. Nothing in this Agreement purports to limit or exclude any liability for fraud.
18. General
    1. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
    2. The Supplier shall not assign this Agreement, nor assign or sub-contract any of its rights or obligations under this Agreement without our prior written consent.
    3. Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
    4. Any remedy or right conferred upon us for breach of this Agreement will be in addition to and without prejudice to all other rights and remedies available to us at law. No failure, delay or omission by us in exercising any remedy, right or power in relation to this Agreement will operate as a waiver of that or any other remedy, right, or power.
    5. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
    6. Each party to this Agreement will be responsible for their own legal and other costs and expenses in connection with the negotiation, preparation, execution and implementation of this Agreement.
    7. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement.
19. Governing law and Jurisdiction
    1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).