Application Data: all information, materials and data submitted or otherwise provided by the Business to the Club in connection with an application to, or engagement with, the Innovation Hub, including business information, contact details, descriptions of products and services, technical information, demonstrations, responses, proposals and other application materials.
Business: the business applying to, participating in or otherwise engaging with the Innovation Hub and, where applicable, any Pilot Scheme.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are normally open for business.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are normally open for business.
Business Hours: 9.00am to 5.00pm on a Business Day.
Club: The Burnley Football and Athletic Company Limited registered in England and Wales with company number 00054222.
Club Materials and Assets: any materials, data (including data sets), assets and other resources of the Club (including non-tangible assets such as access to the Club’s personnel, facilities and intel) provided to the Business as part of the Pilot Scheme.
Commencement Date: the date that the Pilot Period for a Pilot Scheme commences, as detailed in the applicable Pilot Details Schedule or as otherwise agreed in writing between the parties.
Confidential Information: as defined in clause 10.1.
Contract: the contract governing the Business's participation in the Innovation Hub and, where applicable, any Pilot Scheme.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010.
Deliverables: means any materials, reports, documents, items, data, information, software or other items that are outputs of the use of the Technology for the Club.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company.
Innovation Hub: the Club’s innovation programme through which businesses may apply to engage with the Club and may be invited to participate in pilot concepts, trials, demonstrations, meetings, events, introductions, networking and other innovation activities operated by the Club from time to time.
Innovation Hub Network: the Club’s network of businesses, technology providers, investors, advisers, professional advisers, football and sports organisations, commercial partners, sponsors and other third parties that the Club may develop or maintain in connection with the Innovation Hub.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how a;nd trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
LLM: large language model, a type of AI that understands and generates human language.
Mandatory Policies: the Club’s business policies as made available to the Business from time to time. |
Pilot Details Schedule: the schedule to which these Terms will be attached setting out the specific details where the Business is selected to participate in a Pilot Scheme.
Pilot Period: the duration period of the Pilot Scheme as set out in the Pilot Details Schedule, as may be shortened or extended pursuant to these Terms.
Pilot Scheme: a specific trial, proof-of-concept, demonstration, validation exercise or pilot project conducted as part of the Innovation Hub following selection of a Business by the Club and documented in a Pilot Details Schedule.
Technology: any sport technology, product or service owned by the Business and described in its application to the Innovation Hub or, where the Business is selected for a Pilot Scheme, further particularised in the applicable Pilot Details Schedule.
Terms: these terms and conditions as amended from time to time in accordance with clause 16.4.
(a) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) 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.
(c) A reference to writing or written includes email but not fax.
If there is any conflict or ambiguity between these Terms and the Pilot Details Schedule, the Pilot Details Schedule shall take priority.
3.1The Club reserves the right, at its sole discretion and without giving reasons, to reject any application to the Innovation Hub, decline to progress any application, request further information, suspend or remove any Business from the Innovation Hub at any time. The Club shall have no liability to the Business arising from any such decision, to the fullest extent permitted by law.
3.2 Acceptance or progression of an application to the Innovation Hub does not oblige the Club to select the Business for any Pilot Scheme or to provide any meeting, event, introduction, feedback, investment, procurement, partnership, sponsorship or other opportunity.
3.3The Club may, at its sole discretion:
(a)assess and score applications and other information provided by applicants;
(b)request further information, demonstrations, references or due diligence information from applicants;
(c)invite businesses to meetings, demonstrations, workshops, events, networking opportunities or discussions;
(d)invite businesses to participate in one or more Pilot Schemes; or
(e)reject, postpone, vary or withdraw any opportunity without liability.
3.4 The Business acknowledges that participation in the Innovation Hub does not create any expectation of investment, commercial partnership, procurement opportunity, sponsorship arrangement, paid engagement, exclusivity or ongoing relationship with the Club.
3.5 By submitting an application, the Business confirms that the Application Data is accurate, complete and not misleading in any material respect, and that it is entitled to provide the Application Data to the Club for the purposes of administering, assessing and operating the Innovation Hub.
3.6 The Business shall not submit trade secrets, security credentials, personal data relating to third parties or other information that it does not have the right to disclose. Where the Business wishes particular information to remain confidential, it must clearly identify that information as confidential before or when submitting it. The Business acknowledges that the Club may need to share Application Data within the Innovation Hub Network as contemplated by these Terms and should not submit information that it is unwilling for the Club to use or share for those purposes.
3.7 The Business is responsible for its own costs and expenses incurred in applying to, attending or participating in the Innovation Hub, including travel, personnel, equipment, demonstrations, insurance, professional advice and any Technology or other materials supplied by it, unless expressly agreed otherwise in writing by the Club.
3.8 The Business acknowledges that the Innovation Hub may involve access to Club premises, personnel, systems, facilities, football operations and other environments and that such access is provided at the Club’s discretion and subject to the Club’s reasonable health and safety, safeguarding, security, confidentiality, IT and operational requirements.
3.9 The Business shall promptly notify the Club if any information provided in its application becomes materially inaccurate or if there is any material change to its ownership, control, financial position, regulatory status, Technology, intellectual property position or ability to participate in the Innovation Hub.
3.10 The Business acknowledges and agrees that, subject to applicable Data Protection Laws and the confidentiality provisions of these Terms, the Club may use, analyse, retain and share Application Data for the purposes of assessing and administering applications, operating and developing the Innovation Hub, identifying potential opportunities, facilitating introductions, obtaining feedback, conducting due diligence, developing the Innovation Hub Network and identifying businesses, technologies or solutions that may be of interest to the Club or members of the Innovation Hub Network.
3.11 The Business further acknowledges and agrees that the Club may use Application Data to make introductions between the Business and members of the Innovation Hub Network or other third parties where the Club considers that an introduction may be relevant to the Business or the Innovation Hub. The Club may share relevant business and contact information for this purpose, provided that it does so in accordance with applicable Data Protection Laws and any applicable confidentiality obligations.
3.12 The Club may also use aggregated, anonymised or otherwise de-identified Application Data for reporting, benchmarking, programme development, promotional materials, presentations, case studies, research and other purposes connected with the Innovation Hub, provided that the Business is not identified unless the Club has a lawful basis to do so and, where required, the Business’s consent.
3.13 The Business acknowledges that the Club may receive applications from, and work with, businesses offering competing or similar products or services. The Club is not obliged to keep the existence of an application confidential unless expressly agreed otherwise in writing and shall not be responsible for any disclosure or use of information that is not clearly identified as confidential, subject always to the Club’s obligations under applicable Data Protection Laws.
4.1 The purpose of the Contract is the mutual beneficial use of the Technology within the Club’s environment to enable the Business to showcase, run, test, assess, evaluate and validate the Technology within a live football club environment for the Pilot Period in accordance with these Terms.
4.2 If the Business is selected for a Pilot Scheme, the Business shall provide the Technology and any agreed Deliverables in accordance with the relevant Pilot Details Schedules. Unless otherwise expressly agreed in writing, participation in the Innovation Hub and any Pilot Scheme shall be on a non-fee-bearing basis.
4.3 Unless otherwise stated in the Pilot Details Schedule, each party shall bear its own costs in carrying out the Pilot Scheme, including the Club in its provision of access to the Club Materials and Assets and the Business in its provision of the Technology (including any Deliverables and associated configuration and integration).
4.4 The parties shall cooperate and collaborate with each other in relation to the Pilot Scheme including engaging the other in any planning and implementation discussions regarding the Technology and keep the other party updated about its progress, as well as supplying information as is reasonably required as is necessary to enable a party to perform its Contract obligations.
4.5 It is acknowledged that the parties will be working together in relation to the Pilot Scheme and that each party may have access to information or Intellectual Property Rights of the other, and each party acknowledges that the other party will need to protect such information and Intellectual Property Rights in accordance with clauses 10 and 11.
4.6 Nothing in these Terms:
(a) obliges the Club to use the Technology outside of or after the expiry of the Pilot Scheme, or to in any way partner with the Business after the Pilot Period has concluded;
(b) shall restrict the Club’s right to continue to conduct its business activities or any arrangement that existed prior to entering into the Contract;
(c) restricts the Club from working and partnering with other businesses who provide the same or similar service or technology to the Business. Subject to compliance with clauses 10 and 11, the Club is not restricted from creating its own technology that may be similar to the Technology at any time.
1Nothing in the Contract or in the parties’ dealings constitutes one party a partner, employer, employee or agent of the other party. Neither party has the right to bind the other party in contract or otherwise.
4.8 These Terms apply to the Contract to the exclusion of any other terms that the Business seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
5.1 The Pilot Scheme will commence on the Commencement Date and will run for the Pilot Period unless ended earlier in accordance with these Terms, or extended by mutual written agreement in which case these Terms will apply to any extension unless otherwise agreed in writing.
5.2 The Club may shorten the Pilot Period at its discretion at any time on written notice to the Business.
6.1 Where the Business participates in a Pilot Scheme, the Business shall make the Technology available to the Club in accordance with the relevant Pilot Details Schedule.
6.2 In taking part in the Pilot Scheme, the Business shall:
(a) cooperate with the Club in relation to the Pilot Scheme and comply with the Club’s reasonable instructions to the Business at all times;
(b) use reasonable skill and care in conducting the Pilot Scheme and in the delivery and running of the Technology and any ancillary services;
(c) ensure that it conducts itself at all times in a professional manner and that its personnel are suitably qualified and experienced;
(d) ensure that the Technology is available for the duration of the Pilot Scheme, maintain the Technology and update it, and promptly fix any issues with the Technology;
(e) provide the Deliverables to the Club and ensure that the Technology and any Deliverables materially conform with all descriptions, standards, performance objectives and specifications as detailed in the Pilot Details Schedule or as set out in any application made by the Business to join the Pilot Scheme;
(f) obtain and at all times maintain all licences and consents (statutory, regulatory, contractual or otherwise) which may be required for the Business to take part in the Pilot Scheme and for the Club to obtain the full benefit of the Technology;
(g) comply with all applicable laws and regulations which may apply from time to time to the Business, and comply with the Mandatory Policies and good industry practice;
(h) observe all health and safety rules and regulations and any other security, site and access requirements that apply at any of the Club’s premises, facilities or locations, or in relation to access to any of the Club’s systems and networks;
(i) in respect of cyber security:
(i) ensure that it has in place at all times and implements security measures that are consistent with good industry practice;
(ii) ensure that no act or omission by the Business shall cause any virus or harmful code to be introduced to the Club’s systems, networks and information systems;
(iii) ensure that all data, including Club Materials and Assets, are encrypted to industry standard, when in transit or transmitted; and
(iv) maintain and keep up to date with vulnerability and patch management of any systems or software used to ensure the security of the Technology;
(j) not do or omit to do anything which may cause the Club to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;
(k) not do or omit to do anything that may bring the Club into disrepute or cause any damage or loss to the Club’s Materials and Assets, or any other property including without limit the Club’s systems, networks or infrastructure;
(I) make available to the Club any documentation or other materials required by the Club to obtain the full benefit of the Technology during the Pilot Period;
(m) make itself available, including relevant personnel, to any meetings organised for the Pilot Scheme and turn up promptly and with all required materials, and make itself available including relevant personnel to any other events put on by the Club in relation to the Pilot Scheme;
(n) comply with any additional obligations as set out in the Pilot Details Schedule;
(0) in respect of the Club Materials and Assets:
(i) maintain a secure backup of the Club Materials and Assets and of all data generated or used for the duration of the Pilot Period;
(ii) return or delete, where requested in writing by the Club, all Club Materials and Assets at the end of the Pilot Period;
(iii) ensure that where the Club Materials and Assets are to be returned at the end of the Pilot Period, they are returned in the same format as they were provided or a suitable common universally acceptable standard/format e.g. CSV, JSON or made available through an API to the Business’s system;
(p) maintain a change of control process to record and show the history and updates to the Technology and update the Club of any changes in accordance with Clause 6.4; and
(q) ensure that the Technology is available in accordance with the SLA set out in the Pilot Details Schedule.
6.3 The Business warrants that:
(a) it owns all rights (including Intellectual Property Rights) in the Technology, or has in place the requisite licence with any relevant third party licensor to allow the Business to take part in the Pilot Scheme and use of the Technology by the Club as part of the Pilot Scheme;
(b) the Technology and any Deliverables provided as part of the Pilot Scheme will be free from viruses and harmful code;
(c) it complies at all times with applicable laws, and that its Technology and Deliverables are compliant at all times with applicable laws;
(d) it will cooperate with the Club in all matters relating to the Pilot Scheme and comply with the Club’s instructions;
(e) it has the full power and authority including all requisite rights, permissions and consents to be able to enter into the Contract and perform its obligations set out in the Contract or as contemplated under the Contract;
(f) as far as it is aware, all information, data and materials provided under the Contract is accurate and complete in all material respects, and it is entitled to provide the same to the Club without recourse to any third party; and
(g) it will notify the Club immediately upon the occurrence of a change of Control.
6.4 The Business shall provide the Club with notice of any upcoming material changes to the Technology, including any enhancements, updates and modifications and shall provide these to the Club free of charge for the duration of the Pilot Scheme. For the avoidance of doubt, where the Business materially modifies the Technology so that it is materially different in functionality or otherwise than it was at the Commencement Date without the approval of the Club, this will be a material breach of the Pilot Scheme and will allow the Club at its option to terminate the Pilot Scheme immediately.
6.5 Where the Technology is a Software as a Service model, then the Business will ensure that:
(a) the Club has during the Pilot Period the requisite number of user subscriptions to allow the Club to get the full benefit of the use of the Technology as intended by the Contract;
(b) the Technology is available to the Club for the duration of the Pilot Scheme except for planned maintenance (which shall be outside of Business Hours) or unscheduled maintenance, which will be performed outside of Business Hours wherever possible; and
(c) the Business will as part of the Pilot Scheme provide its standard support services during Business Hours at no additional cost to the Club.
6.6 The Business shall notify the Club immediately if it becomes aware of any security incident in relation to the Technology and shall respond without delay to all queries and requests for information from the Club about any incident (whether discovered by the Club or the Business). The Business shall have in place at all times in accordance with good industry practice an incident management process which shall enable it, as a minimum, to discover and assess incidents, and to prioritise those incidents, and the mitigate against incidents. The Business shall initiate their incident management process as soon as an incident is, or is likely to, occur.
7.1 To the extent that any Technology incorporates the use of artificial intelligence technology or the Business wishes to use artificial intelligence technology in any way to deliver the Technology (together the use of “AI Tools”), the following additional obligations shall apply:
(a) the Business shall obtain the Club’s prior written approval in respect of the use of AI Tools;
(b) the Business shall, on request, provide the Club with any information and documentation required by the Club on the AI Tools being used as part of the Pilot Scheme, including what elements of the Technology or ancillary services incorporate or are carried out using AI Tools and how the AI Tools have been used;
(c) where the Business wishes to use a LLM AI Tool, the Business shall ensure that it provides the model and transparency documents to the Club on the use of the LLM AI Tool, along with the evaluation and quality gateways that the Business will put in place to ensure that the Deliverables from the LLM AI Tool are accurate and do not include any errors;
(d) where AI Tools are used, the Business shall ensure that such use does not infringe any third party rights or that the use does not interfere with the Club’s rights in any Deliverables or other outputs of the Technology or put the Club in breach of any third party rights;
(e) the Business shall not input any Confidential Information, sensitive data or any other of the Club’s data (including personal data) into publicly available or third-party AI Tools, or any AI Tools that may store, learn from or reuse that data, without the Club’s express written consent (and, notwithstanding consent, the Business will always aggregate and anonymise such information where at all possible);
(g) the Business will not use any of the Club’s data or information inputted into the AI Tools for any other purpose other than run and deliver the Technology and Deliverables during the Pilot Scheme as intended by the parties - for example, the Business will not use the Club’s data or information to train or develop any AI Tools (a) without the Club’s express written consent (and notwithstanding consent, the Business will always aggregate and anonymise such information where at all possible);
(h) the Business will not retain any of the Club’s data or information within the AI Tools after the purpose of inputting it has been fulfilled (for example the delivery of the required Technology and/or Deliverables has been achieved);
(I) the Business shall ensure that all Deliverables and other outputs created using AI Tools (in whole or part) meet the same quality, accuracy and compliance standards as if created without AI Tools and shall, where appropriate, carry out a human review of any AI Tools output or content before delivering it to the Club;
(j) the Business shall remain fully responsible for all outputs generated using AI Tools including ensuring that it is not misleading, discriminatory or otherwise inappropriate; and
the Business shall have in place appropriate security measures and access controls in relation to its use of AI Tools.
7.2 The Business warrants that where it uses any AI Tools, such use shall be in compliance with all applicable laws and regulations (including in relation to use of AI) and will not result in any limitation on the Club’s ownership of, or ability to use or reproduce, the Deliverables and any other outputs of the Technology.
8.1 If the Business fails to comply with the Contract, or the instructions of the Club, then, without limiting or affecting other rights or remedies available to it, and without liability, the Club may (in its sole discretion):
(a) to terminate the Contract (and therefore the Pilot Scheme) with immediate effect by giving written notice to the Business; and
(b) refuse to accept any further delivery or use of the Technology within the Club environment, or to suspend the delivery or use of the Technology within the Club environment indefinitely or as determined by the Club.
8.2 The Club reserves its right to carry out an audit, at any time during the Pilot Period, of the Business’ compliance with the terms of this Contract on not less than 48 hours’ written notice, with any audit taking place during normal office hours.
8.3 The Club’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
9.1 Where the Business participates in a Pilot Scheme, the Club shall use reasonable endeavours to provide:
(a) reasonable access at reasonable times to the Club’s facilities for the purpose of the Business receiving the benefit of the Pilot Scheme and to the Club’s Materials and Assets, though no specific access is guaranteed and the Club’s only responsibility is to use reasonable endeavours to provide it;
(b) direct feedback on the Technology and its use within the Club, including suggestions and recommendations of improvements that the Business may wish to consider to refine the Technology and Deliverables. The Business acknowledges and accepts that it is solely responsible for deciding how it uses this feedback including whether it relies on it and the Club incurs no liability in relation to the feedback; and
(c) relevant introductions to personnel and connections of the Club that are of interest to the Business in order to provide further opportunities to the Business, however the Business cannot guarantee any specific introduction or connection or the outcome of the same.
9.2 For the avoidance of doubt, the Club’s only obligations in relation to the Club Materials and Assets or otherwise are as set out in clause 9.1. The Club provides no additional warranties, guarantees or assurances in relation to these, or to any other actions or obligations of the Club except to the extent these are set out in the Contract. The Club does not guarantee any particular access rights, introductions or outcomes in relation to the Pilot Scheme.
9.3 The Club can amend or modify the scope of any Club Materials and Assets at any time in its sole discretion and without consent from the Business or liability to it.
9.4 The Club does not guarantee to the Business any particular outcome of the Pilot Scheme after its termination or expiry, including without limit any partnership or any paid licensing arrangement.
10.1 The Contract does not transfer any interest in either party’s pre-existing Intellectual Property Rights as at the date the Contract is entered into, or in any Intellectual Property Rights developed wholly independently of the Contract (the “Background IP”).
10.2 Any Intellectual Property Rights in or arising out of the Pilot Scheme including in any Deliverables shall be owned by the Club.
10.3 In relation to the Technology and Deliverables:
(a) to the extent required to allow the Club to obtain the full benefit of the Technology under the Contract, the Business grants to the Club, or shall procure the direct grant to the Club of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Pilot Period to access, use and have the benefit of the Technology (including any supporting documentation or materials) and to permit its personnel and Group to do so; and
(b) to the extent required to allow the Club to obtain the full benefit and use of any Deliverables from the Technology under this Contract, the Business grants to the Club, or shall procure the direct grant to the Club of, a fully paid-up, worldwide, non-exclusive, royalty-free, transferable and sub-licensable, perpetual and irrevocable licence to any Background IP in the Deliverables.
10.4 Only to the extent required to get the benefit of the Pilot Scheme, and in accordance with any instructions or conditions of the Club (as notified from time to time), the Club grants the Business a fully paid-up, non-exclusive, royalty-free non-transferable, non-sublicensable licence to access, use and copy any Club Materials and Assets and other Background IP for the Pilot Term for the purpose of allowing the Business to take part in, engage with and benefit from the Pilot Scheme as intended under the Contract. At the end of the Pilot Scheme, or on early termination of it, this licence shall expire and the Business shall immediately cease use of the Club’s Intellectual Property Rights licensed under this clause and shall return any physical embodiment of it (including any copies) in its possession or control.
10.5 Only to the extent required to promote the Pilot Scheme and the Business’s participation in it, the Business grants the Club a fully paid-up, non-exclusive, royalty-free non-transferable, non-sublicensable licence to use the Business’s Background IP.
10.6 All Club Materials and Assets are the exclusive property of the Club.
11.1 Each party agrees to keep confidential all information of a confidential nature disclosed by the other party in connection with this Contract and/or the Pilot Scheme, whether in writing, orally, or by any other means, and whether or not marked as confidential (“Confidential Information”). Neither party shall use the other’s Confidential Information for any purpose other than the performance of this Contract, nor disclose it to any third party without the prior written consent of the disclosing party, except to those of its employees, officers, or advisers who need to know such information for the purposes of this Contract and who are bound by confidentiality obligations no less restrictive than those contained herein. These obligations shall not apply to information that is publicly available, lawfully obtained from a third party free of any duty of confidentiality, or independently developed without use of the other party’s Confidential Information.
11.2 Each party undertakes that it shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract in relation to the Pilot Scheme (the Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to a third party, except as permitted under this clause 11 of the Contract.
11.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Contract are granted to the other party, or implied from this Contract.
11.5 The provisions of this clause shall continue to apply after termination of the Contract.
12.1 The Club is entitled to make public announcements and other communications (including marketing or promotional communications) concerning the existence of the Pilot Scheme and the relationship between the parties. For such purposes, the Business provides the Club with a licence to use its Intellectual Property Rights including without limit its trade marks as required for the purpose of making such public announcements and other communications. However, prior to doing so, the Club shall notify the Business of its intention to do so and shall take into account the reasonable requests of the Business in relation to the content of such announcement.
12.1 Aside from publishing and sharing the Club’s public announcements and other communications under clause 12.1, the Business shall not make any public announcements or communications concerning the existence, subject matter or terms of the Contract or Pilot Scheme, the wider transactions contemplated by the parties, or the relationship between the parties without the prior written consent of the Club (which may be conditional on specific amendments being made as specified by the Club).
13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including without limitation liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Nothing in this clause 13 limits any liability which cannot legally be limited including liability for death or personal injury caused by negligence; or fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.2 and 13.4, the Club shall only be responsible to the Business for direct losses and in any event shall not be responsible to the Business for any of the following losses which are excluded from the Club’s liability, whether arising direct or indirect:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect and consequential losses.
13.4 Subject to clauses 13.2 and 13.3, the Club’s total liability to the Business for all loss or damage however arising under or in connection with the Contract and the Pilot Scheme shall be limited in total to £10,000 (ten thousand pounds).
13.5 The Business shall indemnify the Club against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Club arising out of or in connection with:
(a) any claim brought against the Club for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Technology including any ancillary support and Deliverables; and
(b) a breach by the Business of clauses 6.2(i), 6.3, 6.6 and 7.
13.6 The Business shall have in place and maintain appropriate insurance policies at appropriate levels in order to adequately cover its liabilities under the Contract, and which shall include, but not be limited to, cyber security policies to the minimum level set out in the Pilot Details Schedule.
13.7 Without limiting the Business’s other obligations under these Terms, the Business shall be responsible for ensuring that its Technology, demonstrations, personnel and activities do not create an unreasonable risk to the Club, its employees, players, staff, supporters, visitors, contractors, systems, premises or reputation. The Club may require the Business to carry out additional risk assessments, provide method statements, evidence of compliance, testing or assurance before allowing any Technology to be used or demonstrated.
13.8 The Business shall indemnify the Club against all liabilities, costs, expenses, damages and losses suffered or incurred by the Club arising out of or in connection with any claim, loss, damage, injury, regulatory action, security incident or third-party claim caused by the Business’s Technology, personnel, acts or omissions, except to the extent caused by the Club’s negligence or wilful misconduct and subject to any liability which cannot legally be limited.
13.9 The Club may suspend, restrict or prohibit any demonstration, Technology, access or activity immediately where it reasonably considers that there is a health and safety, safeguarding, cybersecurity, data protection, regulatory, legal, operational or reputational risk to the Club or any person, without liability to the Business.
13.10 Unless the Business notifies the Club that it intends to make a claim in respect of an event within the notice period, the Club shall have no liability for that event. The notice period for an event shall start on the day on which the Business became, or ought reasonable to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.11 This clause 13 shall survive termination of the Contract.
14.1 In this clause 14, the following definitions shall apply:
(a) Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Laws.
(b) Data Protection Laws means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Data (Use and Access) Act 2025; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
14.2 To the extent either party is a data controller in relation to any personal data processed in connection with an application to or participation in the Innovation Hub, that party shall ensure that it complies with all applicable Data Protection Laws including without limitation having in place appropriate technical and organisational measures in relation to such personal data. This includes personal data contained in Application Data and personal data processed for marketing, networking, introductions and development of the Innovation Hub Network.
14.3 To the extent that the Business processes any personal data as a data processor on behalf of the Club as a data controller, the Business shall:
(a) process that personal data only on the documented written instructions of the Club unless the Business is required by applicable law to otherwise process that personal data. Where the Business is relying on applicable law as the basis for processing personal data, the Business shall promptly notify the Club of this before performing the processing required by applicable law unless it prohibits the Business from so notifying the Club;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Club on request, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the UK or EEA unless the prior written consent of the Club has been obtained and the following conditions are fulfilled:
(i) the Club or the Business has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Business complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Business complies with reasonable instructions notified to it in advance by the Club with respect to the processing of the personal data;
(e) assist the Club in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Club without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Club, delete or return personal data and copies thereof to the Club on termination of the Contract unless required by applicable law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and allow for audits by the Club or the Club's designated auditor and immediately inform the Club if, in the opinion of the Business, an instruction infringes the Data Protection Laws.
(i) The Club does not consent to the Business appointing any third party processor of personal data under the Contract without prior written consent from the Club. Where the Club does consent to the appointment of a third party provider, this consent is conditional on the Business having entered into or (as the case may be) entering into with the third-party processor a written agreement incorporating terms which are substantially similar to those set out in this clause 14 and which the Business confirms reflects and will continue to reflect the requirements of the Data Protection Laws. As between the Club and the Business, the Business shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
(j) The Club may, at any time on not less than 30 (thirty) days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Laws or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
14.4 Any relevant details of data processing by the Business including the scope, nature and purpose of any data processing, the duration of the processing and the types of personal data and categories of data subject shall be set out in the Pilot Details Schedule.
14.5 The Club may retain the Business’s contact details and relevant Application Data for the purposes of managing the Innovation Hub, maintaining the Innovation Hub Network and communicating with the Business about existing or future opportunities, subject to applicable Data Protection Laws and the Club’s privacy notice.
14.6 The Business acknowledges that the Club may introduce the Business to members of the Innovation Hub Network and may provide relevant Application Data and business contact details to those members for the purpose of facilitating potential collaborations, investment, commercial opportunities, partnerships, pilots, procurement or other mutually beneficial opportunities. The Business understands that the Club does not control how an independent third party uses information after a lawful disclosure to that third party and that any subsequent processing by that third party will be subject to that third party’s own privacy obligations and notices.
14.7 Nothing in these Terms requires the Club to make any introduction or guarantees that any introduction, marketing communication, networking opportunity or commercial relationship will result in any particular outcome.
15.1 Without limiting or affecting any other right or remedy available to it, the Club may terminate the Business’s participation in the Innovation Hub and any associated Pilot Scheme with immediate effect by giving written notice to the Business if:
(a) there is a change of Control of the Business;
(b) under clause 8.1 where applicable; or
(c) the Business commits an act or omission which in the opinion of the Club may cause damage to the Club’s reputation, or due to the nature of the act or omission makes the continuation of the Pilot Scheme unsustainable in the Club’s opinion.
15.2 Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract (and therefore the Pilot Scheme) 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 Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
15.3 The expiry of the Pilot Period shall automatically terminate this Contract and the Pilot Scheme unless otherwise agreed in writing between the parties.
16.1 On termination of the Contract for any reason or on expiry, the Business shall immediately:
(a) deliver to the Club all Deliverables whether or not then complete, and return all tangible Club Materials and Assets;
(b) destroy or return all documents and materials (including any copies) containing, reflecting, incorporating or based on the Club’s Confidential Information and erase all Confidential Information from the Technology, computers, communications systems and devices used by the Business (including such systems and data storage services provided by third parties if applicable). The Business shall, on request, certify to the Club in writing that it has complied with this subclause.
16.2 Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. |
16.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
17.1 Non-solicitation. The Business shall not without the consent of the Club directly or indirectly hire or solicit for employment, or assist a third party in doing so, any employee or contractor of the Club who is directly involved in the Pilot Scheme or the performance of the Contract for a period of 12 (twelve) months following the termination or expiry of the Pilot Scheme. Nothing in this clause 17.1 prevents the Business from placing a general advertisement for a vacancy open to all takers and not directed specifically to any person employed or engaged by the Club.
17.2 Force majeure. 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 result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
17.3 Assignment and other dealings.
(a) The Club 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 Contract.
(b) The Business 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 Contract.
17.4 Entire agreement. 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.
17.5 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
17.6 Waiver. A waiver of any right or remedy under the Contract 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 Contract 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 Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deemed deleted under this clause 17.7 , 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 provisions.
17.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract 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 Pilot Details Schedule.
(b) A notice or other communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; 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; 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 17.8(b), business hours means 9.00am to 5.00pm on a Business Day.
(c) This clause 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.10 Governing law and Jurisdiction. 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 exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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