These terms set out the contract between you and Sport Industry Awards Limited, company registered in England and Wales with registration number 04236764 and whose registered office is at 110 High Holborn, 5th Floor, London, England, WC1V 6JS (“SIJ”) in relation to your use of the Sport Industry Jobs service, submission of Project Briefs and engagement of Freelancers introduced by SIJ.
These terms also set out your rights and obligations and the rights and obligations of SIJ in respect of the Services.
- Definitions and Interpretation
- The following definitions apply in these Conditions:
Agreement has the meaning given in clause 2.1.
Buy Out Fee has the meaning given in clause 4.7.
Commencement Date has the meaning given in clause 2.5.
Conditions means these terms and conditions as amended from time to time in accordance with clause 12.3.
Data Protection Legislation means all applicable data protection and privacy laws, including the General
Data Protection Regulation (EU) 2016/679 (GDPR), all supplemental, replacement or amending laws to the GDPR, including the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, and all guidance issued by an applicable supervisory authority relating to personal data.
Freelancer means a person or legal entity which has registered with SIJ to provide services to clients who have also registered with SIJ and accepted these Conditions.
Freelancer Fee means the professional fee agreed between you and the Freelancer which is payable by you to the Freelancer in respect of the Project Services.
Insolvency Event means, in respect of a party, the occurrence of one or more of the following events: (a) an inability to pay its debts when they become due; (b) the making of an order, or passing of a resolution, for that person’s liquidation, administration, winding-up, or dissolution (apart from for the purposes of a solvent amalgamation or reconstruction); (c) the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of the assets of that person which is not discharged within 14 days; (d) the entering into or proposal of any composition or arrangement with that person’s creditors generally; and/or (e) anything analogous to any of the events described in (a) – (d) above being suffered by that person in any jurisdiction.
Intellectual Property Rights means all intellectual property rights of any nature including: (a) copyright, patents, trade marks, database rights, designs, format rights, inventions, know-how, trade secrets, techniques and confidential information, customer and supplier lists and other proprietary knowledge and information (whether registered or unregistered); (b) applications and all rights to apply for registration for any of the foregoing; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world in each case for their full term and together with any revivals, renewals or extensions.
Project means a project which you offer/seek assistance with via SIJ.
Project Brief means the briefing document completed by you which describes the Project and the required
Project Services in the form prescribed by SIJ.
Project Fees means the total amount invoiced to you by SIJ in respect of the relevant Project Services (including any applicable VAT included within any such invoice(s)), being the Freelancer Fee and the SIJ Commission.
Project Services means the services which the Freelancer will provide pursuant to any relevant Project.
Services means the provision of the introductory services facilitated by SIJ whereby SIJ shortlists Freelancers in respect of Projects advertised by you with a view to the Freelancer and you entering into a direct contract for the provision of Project Services to you.
SIJ Commission means an amount equal to 10% of the Freelancer Fee.
Website means SIJ’s webpages located at www.jobs.sportindustry.biz.
- A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email.
- The following definitions apply in these Conditions:
- Basis of Contract
- Your registration with SIJ via the Website and/or submission of any Project Brief constitutes an offer by you to purchase Services in accordance with these Conditions. Registration shall only be deemed to be completed when SIJ issues written confirmation that it has been accepted at which point and on which date the Agreement shall come into existence (Commencement Date).
- For the avoidance of doubt, these Conditions do not apply to contracts entered into between you and any Freelancer which shall be a matter for you and the Freelancer to agree and execute. On request, SIJ can suggest a template agreement for use as part of that engagement but, to the fullest extent permitted at law, disclaims any and all liability in respect of your use of any terms suggested by SIJ.
- Any descriptions, advertising or other materials issued by SIJ are issued or published for the sole purpose of giving an example of the Services. They shall not form part of the Agreement or have any contractual force.
- Supply of Services
- SIJ shall supply the Services to you in accordance with these Conditions in all material respects. Where appropriate, SIJ will effect introductions between you and Freelancers. If you and a Freelancer agree terms for a Project then you will provide a copy of these terms to SIJ and confirmation that they are agreed by the Freelancer.
- SIJ shall use reasonable endeavours to meet any performance dates relating to the Services but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- SIJ reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and SIJ shall notify you in any such event.
- You consent to SIJ validating both your identity and any information provided against third party databases or other legal documents and such other enquiries as deemed appropriate and reasonable by SIJ, subject to compliance by SIJ with your rights as a data subject under the Data Protection Legislation.
- The Services will be provided using reasonable care and skill.
- Your obligations
- Subject only to clause 4.7, you agree not to engage, directly or indirectly, any Freelancer to whom you have been introduced by SIJ (or any entity or other legal person connected with such Freelancer) otherwise than pursuant to this Agreement or with SIJ’s prior written consent.
- You shall:
(a) co-operate with SIJ in all matters relating to the Services;
(b) provide SIJ with such information and materials as SIJ may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) comply with all applicable laws, including health and safety laws;
(d) comply with the terms of any agreement made with the Freelancer;
(e) if you ask a Freelancer to provide any additional services beyond the agreed Project Services, then you shall notify SIJ and update the Project Brief and Project Fees as soon as reasonably possible; and
(f) act at all times in good faith to both SIJ and all Freelancer.
- You acknowledge that: (a) you have not relied upon any representation, warranty, statement, promise or assurance made by SIJ which is not set out in these Conditions; (b) there is no guarantee on the part of SIJ that any Project Briefs posted or advertised will be taken up by Freelancers.
- You warrant to SIJ that:
(a) you are not subject to any restrictions or sanctions applied by any court of law, competent authority or similar which restrict the ability of you to enter into the Agreement;
(b) you will not advertise any Project, or do or conduct any other activity which are illegal or unlawful in any jurisdiction or which may bring the Website, SIJ or any Freelancer into disrepute or otherwise impact on the reputation of the Website, SIJ or any Freelancer; and
(c) you shall indemnify SIJ against any loss, cost, fees, expenses, damages or any other liability which SIJ incurs in relation to or in connection with any claim or allegation by a Freelancer that you have breached any contractual terms agreed between you and the Freelancer.
- Nothing in the Agreement or your agreement with any Freelancer shall render you an employer, agent or partner of either SIJ or the Freelancer and you shall not hold itself out as such.
- You shall be fully responsible for and indemnify SIJ against any liability, assessment or claim for:
(a) taxation whatsoever arising from or made in connection with the performance of the Project Services, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought against SIJ arising out of or in connection with the provision of the Project Services.
- BUY-OUT CONDITION: You agree that you may agree projects outside of the scope of this Agreement with Freelancers introduced to you by SIJ but only on the terms of this clause 4.7 and subject to the prior written approval of SIJ.
(a) If such projects or employment is commenced more than 12 months after your last contact/communication with such Freelancer, then no SIJ Commission or Buy-Out Fee apply.
(b) If such projects or employment is commenced less than 12 months after the your last contact/communication with such Freelancer, payments for such services will either (at your election) be subject: (a) to payment of the SIJ Commission; or (b) to payment by you of the Buy-Out Fee, calculated as follows:
Prior to contracting outside of this Agreement to receive services from a Freelancer introduced by SIJ, you will notify SIJ in writing of your intention to pay the Buy-Out Fee. Together with such notice, you will provide a good faith estimate of either: (i) the anticipated amount to be paid to the Freelancer for such services during the 1 year period immediately following the date of such notice (or an annualised total of days, based on the days per week worked by the Freelancer up to that point, whichever is the greater); or (ii) where you intend to employ that Freelancer, the annual salary to be paid to that Freelancer. By submitting such notice, you authorise SIJ to invoice you an amount to be agreed between you and SIJ, which (unless otherwise agreed by SIJ) shall be an amount equal to 20% plus VAT of the good faith estimate notified by you to SIJ (Buy-Out Fee). Such invoice shall be payable within 30 days of the receipt of such invoice by you.
- SIJ shall invoice you for the Project Fees, and any reasonable and pre-agreed costs of disbursements, in accordance with the relevant Project Brief and any other terms agreed between you and the Freelancer. You shall pay the invoice within 7 days of receipt of each such invoice only into SIJ account detailed on the invoice.
- The Freelancer Fee, any disbursements, and SIJ Commission are stated as exclusive of VAT which, where chargeable, will be paid by you in addition. If the original agreed Freelancer Fee is reduced by agreement between you and the Freelancer then the SIJ Commission shall be based on the original Freelancer Fee and not the reduced amount actually paid (or to be paid) by you.
- On receipt of the Project Fees, SIJ shall retain the SIJ Commission and remit the Freelancer Fee and any disbursements to the Freelancer.
- Any dispute between you and the Freelancer in relation to the Project Services shall be addressed in accordance with the terms of your agreement with the Freelancer and SIJ shall not be responsible for mediating or otherwise resolving such dispute.
- The SIJ Commission is payable to SIJ by you regardless of whether you pay the Freelancer Fee.
- Intellectual Property Rights
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Freelancer to you as part of the Project Services) shall be owned by SIJ.
- The ownership of any Intellectual Property Rights in relation to the Project materials or any items produced or delivered as part of the Project Services shall be as agreed between you and the Freelancer.
- Each of you and SIJ undertakes with the other that it shall not at any time during the Term of this Agreement, and for a period of five years after the Agreement terminates (howsoever caused), disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.
- Each party may disclose the other party's confidential information:
(a) to its employees, 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 with the Agreement. 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 7.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 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 agreement.
- Data protection and data processing
- Limitation of liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(c) death or personal injury caused by negligence;
(d) fraud or fraudulent misrepresentation.
- Subject to clause 9.1, SIJ shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
(e) loss of profits;
(f) loss of sales or business;
(g) loss of agreements or contracts;
(h) loss of anticipated savings;
(i) loss of use or corruption of software, data or information;
(j) loss of or damage to goodwill; or
(k) any indirect or consequential loss.
- Subject to clause 9.1, SIJ’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to an amount equal to the total amount paid to SIJ by you by way of SIJ Commission up to the point of the relevant breach.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
- This clause 9 shall survive termination of the Agreement.
- Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
- Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party no less than thirty  days’ written notice.
- Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the other party suffers an Insolvency Event; or
(c) these Conditions set out an express right for one party to immediately terminate the Agreement in specified circumstances.
- Without affecting any other right or remedy available to it, SIJ may suspend the supply of Services under the Agreement if you fail to pay any amount due under the Agreement on the due date for payment, you become subject to an Insolvency Event or SIJ reasonably believes that you are about to become subject to any of them.
- Consequences of termination
- On termination of the Agreement, the provision of the Services shall immediately cease.
- Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
- Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect (including clauses 4.1 and 4.7).
- Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment. SIJ may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of SIJ.
- Variation. SIJ shall be entitled to up-date and vary these Conditions by posting on the Website the revised Conditions and sending an e-mail to you to that effect. The point at which both (1) the revised Conditions have been posted on the Website and (2) the e-mail notice to you pursuant to this clause 12.3 has been sent, then the amended Conditions shall come into force. Save as set out in this clause 12.3 all variations to the Agreement shall be agreed between the parties in writing.
- Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
- Notices. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be 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 sent by email to the address specified, in the case of you as recipient, the e-mail address provided to SIJ as part of your use of the Sport Industry Jobs service and in the case of SIJ to [email protected]
- Third party rights. Save in respect of the Freelancer, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
- Governing law and Jurisdiction. The Agreement, 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 exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.