YesRef Ltd – Master Software as a Service (SaaS) Terms
These current consolidated Master SaaS Terms were published on 20 July 2021.
Agreement Description and Purpose
(i) YesRef Ltd (YesRef) has developed the YesRef Platform, which connects sports providers and referees from a wide referee network, enabling them to fill games or events and pay multiple referees electronically.
(ii) The YesRef Platform is made available to subscribing sports providers and their Authorised Users through the Subscribed Services.
(iii) The Sports Provider, by entering into this Agreement confirms its intention to use the Subscribed Services in its business operations as a sports provider.
(iv)YesRef has agreed to provide, and the Sports Provider has agreed to take and pay for the Subscribed Services in accordance with this Agreement.
1. Definitions and interpretation
1.1 The definitions and rules of interpretation set out in 0 shall apply to this Agreement.
1.2 In the Agreement:
1.2.1 each Sign-up Form entered into by the Sports Provider shall form a separate agreement, incorporating these Master SaaS Terms together with the Addendums, the Subscribed Service Specific Terms for the respective Subscribed Services and the Policies (the Agreement);
1.2.2 in the event of any conflict in respect of the provisions of the Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):
(a) the Sign-up Form;
(b) the Subscribed Service Specific Terms;
(c) the Addendums;
(d) the Policies;
(e) the Master SaaS Terms; and
(f) the Documentation; and
1.2.3 subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
1.3 Any obligation of YesRef under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on YesRef (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or noncommercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
2. Rights of use
2.1 From the Sign-up Date and subject to the terms of the Agreement, YesRef grants the Sports Provider a non-exclusive, non-transferable, personal right to:
2.1.1 use each Subscribed Service during Service Hours; and
2.1.2 copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Services,
within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.
2.2 The Sports Provider acknowledges that access to the Subscribed Services may take up to one Business Day from the Sign-up Date to initially set up and that use of the Subscribed Services is at all times subject to the Sports Provider’s compliance with the Agreement and the requirements identified in the Agreement (including all minimum system requirements).
2.3 The Sports Provider acknowledges that the Services do not include:
2.3.1 any services, systems or equipment required to access the internet (and that the Sports Provider is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
2.3.2 dedicated data back up or disaster recovery facilities (and the Sports Provider should ensure it at all times maintains backups of all Sports Provider Data); or
2.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in the Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
3. Authorised Users
3.1 The Sports Provider shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. The Sports Provider shall ensure that Authorised Users are, at all times whilst they have access to the Subscribed Services, the employees or contractors of the Sports Provider or the Authorised Affiliates.
3.2 The Sports Provider shall keep a list of all Authorised Users and shall notify YesRef within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, YesRef shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3.3 The Sports Provider shall ensure that Authorised User accounts are not shared or used by more than one individual at the same time.
3.4 The Sports Provider shall:
3.4.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
3.4.2 only provide Authorised Users with access to the Services via the access method provided by YesRef and shall not provide access to (or permit access by) anyone other than an Authorised User; and
3.4.3 procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Sports Provider under the Agreement, including all obligations and restrictions relating to YesRef’s Confidential Information.
3.5 The Sports Provider warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Sports Provider and its Authorised Affiliate’s organisation as necessary for use of the Service) their password or access details for any Subscribed Service.
3.6 The Sports Provider shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
3.7 If any password has been provided to an individual that is not an Authorised User, the Sports Provider shall, without delay, disable any such passwords and notify YesRef immediately.
3.8 The Sports Provider shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Sports Provider Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Sports Provider Data or the Documentation (or any part) to, or access or use the Services, the Sports Provider Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, without first obtaining such licence or other approval. Without prejudice to YesRef’s obligations under the applicable laws, the Sports Provider shall be solely responsible for ensuring its access, importation and use of the Services, the Sports Provider Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.
3.9 Clauses 3.4 to 3.8 (inclusive) shall survive termination or expiry of the Agreement.
4.1 The Sports Provider shall indemnify, keep indemnified and hold harmless YesRef (on YesRef’s own behalf and on behalf of each of YesRef’s Affiliates) from and against any losses, claims, damages, liability, data protection losses, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Sports Provider’s breach of the Agreement.
4.2 This clause 4 shall survive termination or expiry of the Agreement.
5.1 Support Services shall be available for each Subscribed Service to the Sports Provider for the duration of the respective Subscribed Service Period.
5.2 YesRef will use reasonable endeavours to notify the Sports Provider in advance of scheduled maintenance, but the Sports Provider acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
6. Changes to services and terms
6.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as YesRef may specify).
6.3 In the event that the Sports Provider reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate the Agreement in respect of all impacted Subscribed Services provided it exercises such right prior to such Update taking effect pursuant to clause 6.2 on not less than 10 Business Days prior written notice and notifies YesRef at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Sports Provider shall receive a refund of any pre-paid Fees in respect of such terminated Services.
7.1 The charges (including expenses) expressly agreed between the parties in writing shall be paid by the Sports Provider at the rates and in the manner described in the Pricing Terms and in accordance with the Subscribed Services Specific Terms.
7.2 YesRef shall invoice the Sports Provider:
7.2.1 in accordance with the Subscribed Services Specific Terms for all other Fees,
due under the Agreement, and any invoices shall be paid within 30 calendar days of the date on the invoice.
7.3 The Fees are inclusive of VAT which shall be payable by the Sports Provider at the rate and in the manner prescribed by law.
7.4 YesRef shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
7.5 YesRef shall be entitled to increase the Fees for any and all Services at any time by notice to the Sports Provider provided that YesRef shall not be entitled to increase the Fees on less than six weeks prior notice or more than once every 12 months.
7.6 To the extent the Agreement terminates or expires (other than due to termination by the Sports Provider under clauses 6.3 or 19.3) the Sports Provider shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.
8.1 Subject to the remainder of this clause 8, YesRef warrants that:
8.1.1 each Subscribed Service shall operate materially in accordance with the Documentation when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
8.1.2 it will provide each of the Services with reasonable care and skill.
8.2 The Sports Provider acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Without prejudice to YesRef’s obligations under the Agreement, Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
8.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Sports Provider acknowledges that such risks are inherent in cloud services and that YesRef shall have no liability for any such delays, interruptions, errors or other problems.
8.4 If there is a breach of any warranty in clause 8.1 YesRef shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Fees for the impacted Services which were otherwise payable for the period during which YesRef was in breach of any such warranty (provided such period is at least 30 consecutive days). To the maximum extent permitted by law, this clause 8.4 sets out the Sports Provider’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.
8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 17 and shall not apply to the extent that any error in the Services arises as a result of:
8.5.1 incorrect operation or use of the Services by the Sports Provider, any Authorised Affiliate or anyAuthorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
8.5.2 use of any of the Services other than for the purposes for which it is intended;
8.5.3 use of any Services with other software or services or on equipment with which it is incompatible (unless YesRef recommended or required the use of that other software or service or equipment in the Documentation);
8.5.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
8.5.5 any modification of Services (other than that undertaken by YesRef or at its direction); or
8.5.6 any breach of the Agreement by the Sports Provider (or by any Authorised Affiliate or Authorised User).
8.6 YesRef may make Non-YesRef Materials available for the Sports Provider’s use in connection with the Services. The Sports Provider agrees that:
8.6.1 YesRef has no responsibility for the use or consequences of use of any Non-YesRef Materials;
8.6.2 the Sports Provider’s use of any Non-YesRef Materials shall be governed by the applicable terms between the Sports Provider and the owner or licensor of the relevant Non-YesRef Materials;
8.6.3 the Sports Provider is solely responsible for any Non-YesRef Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-YesRef Materials; and
8.6.4 the continued availability, compatibility with the Services and performance of the Non-YesRef Materials is outside the control of YesRef and YesRef has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-YesRef Materials;
8.7 The Sports Provider acknowledges that no liability or obligation is accepted by YesRef (howsoever arising whether under contract, tort, in negligence or otherwise):
8.7.1 that the Subscribed Services shall meet the Sports Provider’s individual needs, whether or not such needs have been communicated to YesRef;
8.7.2 that the operation of the Subscribed Services shall not be subject to minor errors or defects; or
8.7.3 that the Subscribed Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.
8.8 Other than as set out in this clause 8, and subject to clause 17.6, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
9. Sports Provider’s responsibilities
The Sports Provider shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
10. Intellectual property
10.1 All Intellectual Property Rights in and to the Services (including in the YesRef Platform, Documentation and all YesRef Provided Materials) belong to and shall remain vested in YesRef or the relevant third party owner. To the extent that the Sports Provider, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the YesRef Platform, Documentation, YesRef Provided Materials or any other part of the Services, the Sports Provider shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to YesRef or such third party as YesRef may elect. The Sports Provider shall execute all such documents and do such things as YesRef may consider necessary to give effect to this clause 10.1.
10.2 YesRef has no obligation to deliver any copies of any software to the Sports Provider in connection with the Agreement or the Services.
10.3 The Sports Provider and Authorised Users may be able to store or transmit Sports Provider Data using one or more Subscribed Service and the Subscribed Services may interact with Sports Provider Systems. The Sports Provider hereby grants a royalty-free, non-transferable, non-exclusive licence for YesRef (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Sports Provider Data and Sports Provider Systems to the extent necessary to perform or provide the Services or to exercise or perform YesRef’s rights, remedies and obligations under the Agreement.
10.4 To the extent Non-YesRef Materials are made available to, or used by or on behalf of the Sports Provider, any Authorised Affiliate or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Non-YesRef Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by YesRef or the third party and not by the Agreement. YesRef grants no Intellectual Property Rights or other rights in connection with any Non-YesRef Materials.
10.5 YesRef may use any feedback and suggestions for improvement relating to the Services provided by the Sports Provider, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Sports Provider hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to YesRef at the time such Feedback is first provided to YesRef.
10.6 The Sports Provider hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to YesRef under the Agreement.
10.7 Except for the rights expressly granted in the Agreement, the Sports Provider, any Authorised User, any Sports Provider Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the YesRef Platform or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
10.8 This clause 10 shall survive the termination or expiry of the Agreement.
11. Defence against infringement claims
11.1 Subject to clauses 11.2 and 11.5, YesRef shall:
11.1.1 defend at its own expense any claim brought against the Sports Provider by any third party alleging that the Sports Provider’s use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (an IP Claim); and
11.1.2 pay, subject to clause 11.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
11.2 The provisions of clause 11.1 shall not apply unless the Sports Provider:
11.2.1 promptly notifies YesRef upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
11.2.2 makes no comment or admission and takes no action that may adversely affect YesRef’s ability to defend or settle the IP Claim;
11.2.3 provides all assistance reasonably required by YesRef subject to YesRef paying the Sports Provider’s reasonable costs; and
11.2.4 gives YesRef sole authority to defend or settle the IP Claim as YesRef considers appropriate.
11.3 The provisions of clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
11.4 In the event of any IP Claim YesRef may elect to terminate the Agreement immediately by written notice and promptly refund to the Sports Provider on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 11.4 is without prejudice to the Sports Provider’s rights and remedies under clauses 11.1.
11.5 YesRef shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
11.5.1 any modification of the Services (or any part) without YesRef’s express written approval;
11.5.2 any Non-YesRef Materials;
11.5.3 any Sports Provider Data;
11.5.4 any Free or Trial Services (or any Support Services provided in connection with them);
11.5.5 any Open Source Software;
11.5.6 any breach of the Agreement by the Sports Provider;
11.5.7 installation or use of the Services (or any part) otherwise than in accordance with the Agreement and Documentation; or
11.5.8 installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by YesRef.
11.6 Subject to clause 17.6, the provisions of this clause 11 set out the Sports Provider’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
12. Sports Provider Systems and Sports Provider Data
12.1 Sports Provider Data shall at all times remain the property of the Sports Provider or its licensors.
12.2 Except to the extent YesRef has direct obligations under data protection laws, the Sports Provider acknowledges that YesRef has no control over any Sports Provider Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Sports Provider Data. The Sports Provider shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Sports Provider Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
12.3 If YesRef becomes aware of any allegation that any Sports Provider Data may not comply with the Acceptable Use Policy or any other part of the Agreement YesRef shall have the right to permanently delete or otherwise remove or suspend access to any Sports Provider Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Sports Provider Data to law enforcement authorities (in each case without the need to consult the Sports Provider). Where reasonably practicable and lawful YesRef shall notify the Sports Provider before taking such action.
12.4 Except as otherwise expressly agreed in the Agreement, YesRef shall not be obliged to provide the Sports Provider with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Sports Provider acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Sports Provider Data, including as necessary to ensure the continuation of the Sports Provider’s and Authorised Affiliates’ businesses. The Sports Provider shall, without limitation, ensure that it backs up (or procures the back up of) all Sports Provider Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Services.
12.5 YesRef routinely undertakes regular backups of the Subscribed Services (which may include Sports Provider Data) for its own business continuity purposes. The Sports Provider acknowledges that such steps do not in any way make YesRef responsible for ensuring the Sports Provider Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, YesRef shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Sports Provider Data.
12.6 Unless otherwise set out in the Sign-up Form, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Sports Provider hereby instructs that YesRef shall within 60 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Sports Provider Data securely dispose of such Sports Provider Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws requires YesRef to store such Sports Provider Data. YesRef shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Sports Provider Data undertaken in accordance with the Agreement.
13. Confidentiality and security of Sports Provider Data
13.1 YesRef shall maintain the confidentiality of the Sports Provider Data and shall not without the prior written consent of the Sports Provider or in accordance with the Agreement, disclose or copy the Sports Provider Data other than as necessary for the performance of the Services or its express rights and obligations under the Agreement.
13.2 YesRef shall implement technical and organisational security measures in accordance with the Information Security Addendum.
13.3.1 undertakes to disclose the Sports Provider Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
13.3.2 shall be responsible to the Sports Provider for any acts or omissions of any of the persons referred to in clause 13.3.1 in respect of the confidentiality and security of the Sports Provider Data as if they were YesRef’s own.
13.4 The provisions of this clause 13 shall not apply to information which:
13.4.1 is or comes into the public domain through no fault of YesRef, its officers, employees, agents or contractors;
13.4.2 is lawfully received by YesRef from a third party free of any obligation of confidence at the time of its disclosure;
13.4.3 is independently developed by YesRef (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
13.4.4 is required by law, by court or governmental or regulatory order to be disclosed.
13.5 This clause 13 shall survive the termination or expiry of the Agreement for a period of five years.
14. YesRef’s Confidential Information
14.1 The Sports Provider shall maintain the confidentiality of YesRef’s Confidential Information and shall not without the prior written consent of YesRef, disclose, copy or modify YesRef’s Confidential Information(or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
14.2 The Sports Provider undertakes to:
14.2.1 disclose YesRef’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
14.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and
14.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Sports Provider’s own acts or omissions.
14.3 The Sports Provider shall give notice to YesRef of any unauthorised use, disclosure, theft or loss of YesRef’s Confidential Information immediately upon becoming aware of the same.
14.4 The provisions of this clause 14 shall not apply to information which:
14.4.1 is or comes into the public domain through no fault of the Sports Provider, its officers, employees, agents or contractors;
14.4.2 is lawfully received by the Sports Provider from a third party free of any obligation of confidence at the time of its disclosure;
14.4.3 is independently developed by the Sports Provider, without access to or use of YesRef’s Confidential Information; or
14.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Sports Provider, where possible, notifies YesRef at the earliest opportunity before making any disclosure.
14.5 This clause 14 shall survive the termination or expiry of the Agreement for a period of five years.
15. Monitoring compliance
15.1 During the Service Period and for six years thereafter the Sports Provider shall maintain full and accurate records relating to Authorised Users’, the Sports Provider’s and Authorised Affiliates’ use of the Services under the Agreement.
15.2 The Sports Provider shall allow and procure for YesRef (and any representatives of YesRef) access to its premises and the premises of Authorised Affiliates to:
15.2.1 inspect use of the Services; and
15.2.2 audit (and take copies of) the relevant records of the Sports Provider and the Authorised Affiliates,
in each case to the extent necessary to verify that the Sports Provider is in compliance with its obligations under the Agreement.
15.3 Unless otherwise agreed in writing, the inspection and audit referred to in clause 15.2 shall be undertaken:
15.3.1 during the Sports Provider’s normal business hours on Business Days;
15.3.2 subject to the provision by YesRef of a minimum of five Business Days’ notice; and
15.3.3 not more than twice in any calendar year.
15.4 At YesRef’s request from time to time the Sports Provider shall promptly (and in any event within two Business Days of such request) provide YesRef with copies of the records referred to in clause 15.1.
15.6 This clause 15 shall survive termination or expiry of the Agreement for a period of 12 months.
To the maximum extent permitted by law, YesRef shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
17. Limitation of liability
17.1 The extent of YesRef’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 17.
17.2 Subject to clause 17.6, YesRef’s total aggregate liability howsoever arising under or in connection with the Agreement shall not exceed the lower of:
17.2.1 an amount equal to the Fees for all Services paid to YesRef by the Sports Provider in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or
17.2.2 £10,000 (ten thousand pounds).
17.3 Subject to clauses 17.2 and 17.6, YesRef’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with the Agreement) shall not exceed £50.
17.4 Subject to clause 17.6, YesRef shall not be liable for consequential, indirect or special losses.
17.5 Subject to clause 17.6, YesRef shall not be liable for any of the following (whether direct or indirect):
17.5.1 loss of profit;
17.5.2 destruction, loss of use or corruption of data;
17.5.3 loss or corruption of software or systems;
17.5.4 loss or damage to equipment;
17.5.5 loss of use;
17.5.6 loss of production;
17.5.7 loss of contract;
17.5.8 loss of opportunity;
17.5.9 loss of savings, discount or rebate (whether actual or anticipated); and/or
17.5.10 harm to reputation or loss of goodwill.
17.6 Notwithstanding any other provision of the Agreement, YesRef’s liability shall not be limited in any way in respect of the following:
17.6.1 death or personal injury caused by negligence;
17.6.2 fraud or fraudulent misrepresentation; or
17.6.3 any other losses which cannot be excluded or limited by applicable law.
17.7 This clause 17 shall survive the termination or expiry of the Agreement.
18.1 YesRef may suspend access to the Services to all or some of the Authorised Users if:
18.1.1 YesRef suspects that there has been any misuse of the Services or breach of the Agreement; or
18.1.2 the Sports Provider fails to pay any sums due to YesRef by the due date for payment.
18.2 Where the reason for the suspension is suspected misuse of the Services or breach of the Agreement, without prejudice to its rights under clause 19, YesRef will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
18.3 In relation to suspensions under clause 18.1.2, access to the Services will be restored promptly after YesRef receives payment in full and cleared funds.
18.4 Fees shall remain payable during any period of suspension notwithstanding that the Sports Provider, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.
19. Term and termination
19.1 The Agreement shall come into force on the Sign-up Date and, unless terminated earlier in accordance with its terms, shall continue until terminated in accordance with this clause 19.
19.2 Either party may terminate the Agreement or the provision of any of the Subscribed Services for convenience on not less than 30 days’ prior written notice to the other.
19.3 Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if:
19.3.1 the other party commits a material breach of the Agreement and such breach is not remediable;
19.3.2 the other party commits a material breach of the Agreement which is not remedied within 20Business Days of receiving written notice of such breach; or
19.3.3 the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.
19.4 YesRef may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time with or without notice.
19.5 Any breach by the Sports Provider of the Acceptable Use Policy or of clauses 3 or 10 shall be deemed a material breach of the Agreement which is not remediable.
20. Consequences of termination
20.1 Immediately on termination or expiry of the Agreement (for any reason), the rights granted by YesRef under the Agreement shall terminate and the Sports Provider shall (and shall procure that each Authorised User and Authorised Affiliate shall):
20.1.1 stop using the Services; and
20.1.2 destroy and delete or, if requested by YesRef, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
20.2 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
21. Entire agreement
21.1 The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
21.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
21.3 Nothing in the Agreement shall limit or exclude any liability for fraud.
22.1 Any notice given by a party under the Agreement shall be:
22.1.1 in writing and in English;
22.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
22.1.3 sent to the relevant party at the address set out in clause 22.3.
22.2 Notices may be given, and are deemed received:
22.2.1 by hand: on receipt of a signature at the time of delivery;
22.2.2 by post: at 9.00 am on the third Business Day after posting;
22.2.3 by international post: at 9.00 am on the fourth Business Day after posting; and
22.2.4 by email: on receipt of a delivery or read receipt email from the correct address.
22.3 Notices shall be sent to:
22.3.1 in the case of those to YesRef, to YesRef Ltd at:
22.3.2 in the case of those to the Sports Provider, to any email or physical address or contact details notified on the Sign-up Form (as updated from time to time pursuant to clause 22.4).
22.4 Any change to the contact details of a party as set out in clause 22.3 shall be notified to the other party in accordance with clause 22.1 and shall be effective:
22.4.1 on the date specified in the notice as being the date of such change; or
22.4.2 if no date is so specified, five Business Days after the notice is deemed to be received.
22.5 This clause does not apply to notices given in legal proceedings or arbitration.
23.1 No variation of the Agreement shall be valid or effective unless it is:
23.1.1 an Update made in accordance with the Agreement; or
23.1.2 made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
24. Assignment and subcontracting
24.1 Except as expressly provided in the Agreement, YesRef may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
24.2 Except as expressly permitted by the Agreement, the Sports Provider shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the licence rights granted), in whole or in part, without YesRef’s prior written consent.
25. Set off
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
26. No partnership or agency
The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
27.1 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
27.2 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
28.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
28.2 No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
28.3 A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
29. Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).
30. Third party rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
32. Governing law
The 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.
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, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
DEFINITIONS AND INTERPRETATION
In the Agreement:
Addendums means each of the following:
(a) the addendum identifying certain of the parties’ respective rights and obligations in respect of security under the Agreement (as Updated from time to time), which as at the Sign-up Date is the latest version available upon request (the Information Security Addendum);
Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Authorised Affiliates means, in respect of the relevant Subscribed Service, the Affiliates of the Sports Provider (if any) identified in the Sign-up Form as Authorised Affiliates in respect of that Subscribed Service;
Authorised Users means, in respect of the relevant Subscribed Service, the named users authorised by the Sports Provider to use that Subscribed Service in accordance with the terms of the Agreement;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Documentation means the description of the relevant Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available at https://info.yesref.com/knowledge;
Fees means the amounts payable to YesRef under the Agreement for the Services as set out in the Pricing Terms;
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Free or Trial Service means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Master SaaS Terms means the terms set out in the clauses and other provisions of this document (including 0), as Updated from time to time;
Materials means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of YesRef in connection with the Services, but excluding all Sports Provider Data;
Non-YesRef Materials means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Sports Provider and the relevant third party (including such Non-YesRef Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-YesRef Materials in the Agreement;
Open Source Software means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of the Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of the Agreement;
Permitted Downtime means:
(a) scheduled maintenance which YesRef shall use reasonable endeavours to undertake from 2am to 6am (UK time);
(b) emergency maintenance; or
(c) downtime caused in whole or part by Force Majeure.
Permitted Purpose means use solely for the Sports Provider’s internal business operations and, in respect of each Subscribed Services, also for the internal business of operations of the Authorised Affiliatesidentified in respect of that Subscribed Service on the Sign-up Form, in each case in accordance with the applicable Documentation and the Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;
(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service(or any part of it or any application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the YesRef Platform or the Services (or any part),
except as expressly permitted under the Agreement.
means each of the following:
(a) YesRef’s policy on acceptable use of the Services (as Updated from time to time), which as at Sign-up Date is the latest version available at https://www.yesref.com/acceptable-use-policy (the Acceptable Use Policy); and
Pricing Terms means the details of pricing and fees in respect of each part of the Services, as initially provided under the Sign-up Formand updated from time to time in accordance with clause 7.5 or, in respect of any part of the Services for which prices are not expressly agreed, on YesRef’s Standard Pricing Terms;
Purchased Authorised User Accounts means, in respect of each Subscribed Service, the number of Authorised Userswho may use that Subscribed Service as set out in the Sign-up Form;
Relief Event means:
(a) any breach of the Agreement by the Sports Provider; or
(b) any Force Majeure;
Service Hours means 24 hours a day, seven days a week excluding Permitted Downtime;
Service Period means the period beginning on Sign-up Date and ending with the last of the Subscribed Service Periods;
Services means the Subscribed Services and the Support Services;
Sign-up Date means the effective date of the relevant Sign-up Form;
Sign-up Form means the electric form (including its schedules, annexes and appendices (if any)) ordering the Subscribed Servicesentered into by or on behalf of the Sports Provider and YesRef, incorporating these Master SaaS Terms and the Agreement (and as varied by the parties by agreement in writing from time to time);
Sports Provider has the meaning given in the relevant Sign-up Form;
Sports Provider Data means all data (in any form) that is provided to YesRef or uploaded or hosted on any part of any Subscribed Service by the Sports Provider or by any Authorised User (but excluding Feedback as defined in clause 10.5);
Sports Provider Systems means all software and systems used by or on behalf of the Sports Provider, the Sports Provider’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
Subscribed Service Period means (subject to clauses 1 and 19) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Sign-up Form and as varied in accordance with the Agreement;
Subscribed Service Specific Terms means, in respect of each Subscribed Service, the specific additional or amended terms relevant to that Subscribed Service (as Updated from time to time) which as at the Sign-up Dateare contained in Schedule 2;
Subscribed Services means each cloud service to which the Sports Provider has subscribed as set out in the Sign-up Form (and Subscribed Service shall refer to each respective service separately);
Subscribed Territory means, in respect of the relevant Subscribed Service, the territories identified in the Sign-up Form except to the extent it is illegal (including as a result of any embargo) under the laws of the United Kingdom (as binding on any person) for the Subscribed Service to be provided to or received within such territories from time to time;
Support Services means, in respect of the relevant Subscribed Service, the support services provided by YesRef to the Sports Provider as described in the Subscribed Service Specific Terms;
Update has the meaning given in clause 6.2, and Updated shall be construed accordingly;
Update Notification has the meaning given in clause 6.1; and
VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
YesRef Platform means the software or applications used by or on behalf of YesRef to provide the Subscribed Services;
YesRef Provided Materials means all of the Materials provided or made available by or on behalf of YesRef, but excluding all Sports Provider Data and all Non-YesRef Materials;
YesRef’s Confidential Information means all information (whether in oral, written or electronic form) relating to YesRef’s business including information relating to YesRef’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the Documentation and any other technical or operational specifications or data relating to each Subscribed Service shall be part of YesRef’s Confidential Information;
YesRef’s Standard Pricing Terms means YesRef’s standard pricing terms for each part of the Services, as amended by YesRef from time to time;
In the Agreement, unless otherwise stated:
1.1 the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;
1.2 YesRef and the Sports Provider are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
1.3 words in the singular include the plural and vice versa;
1.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
1.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
1.7 a reference to any English or Welsh action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England or Wales, be deemed to include a reference to that which most nearly approximates to the English or Welsh equivalent in that jurisdiction.
SUBSCRIBED SERVICES SPECIFIC TERMS
The following additional definitions shall apply to this Schedule 2:
Referee(s) means appropriately qualified referees and/or officials in their given sport speciality who will provide the Referee Services; and
Referee Services means the refereeing or officiating provided by a Referee directly to a Sports Provider.
1. Referees and Referee Services
1.1 Referee Services shall be provided by the Referees directly to the Sports Provider. Any Referee Services shall be offered at the discretion of the Referee and shall be accepted at the discretion of the Sports Provider.
1.2 Sports Providers must undertake their own appropriate checks of any Referee in order to determine their suitability and each Sports Provider should exercise caution and common sense to protect personal safety and property.
1.3 YesRef does not guarantee the quality of the Referee Services scheduled or requested through the YesRef Platform. The performance of the Referee Services is the sole responsibility of the Referee and the Sports Provider agrees and acknowledges that by using the YesRef Platform that the Sports Provider may be exposed to Referee Services that are potentially dangerous, offensive, harmful to minors, unsafe or objectionable and as such the Sports Provider uses the YesRef Platform at its own risk and is responsible for taking all relevant actions to check the Referee prior to any game to remove the Referee from any game or event and make any complaint to its relevant sport’s governing body and the police. Sports Providers are further requested to share any complaints regarding dangerous, offensive, harmful to minors or unsafe behaviour to YesRef to support any safeguarding procedures.
1.4 YesRef accepts no responsibility or liability for any payment for Referee Services provided by a Referee to the Sports Provider including but not limited to a warranty or condition of good and workmanlike services, the Referee’s qualifications, the Referee’s ability to Referee, the Referee’s conduct (both online and offline), the Referee’s compliance with any law, regulation or code. It shall be the Sports Provider’s responsibility to check that the Referee is suitable for their requirements.
1.5 By using the YesRef Platform, the Sports Provider further agrees to hold YesRef harmless for any liability arising out of the provision of the Referee Services. YesRef will not be liable for any loss or damage arising in connection with any Referee Services. The Sports Provider further acknowledges and agrees that YesRef is relying upon the Referee response to any interview questions and other requests for information; and will not be liable for any loss or damage arising in connection with any incorrect or false response provided by a Referee to such questions or requests for information.
1.6 In the event a Sports Provider wishes to make a complaint about a Referee, such complaint should be referred to the Sports Provider’s relevant sport’s governing body in the first instance.
1.7 YesRef does not guarantee that all games or events requested to be filled by a Sports Provider will be filled.
2.1 Sports Providers are obligated to pay for the Referee Services they order through the YesRef Platform. Sports Providers must therefore ensure that they process the payment via the payment methods available.
2.2 YesRef does not process payments for Sports Providers on the YesRef Platform but processes payments to Referees via Wise. Payment processing services for Sports Providers on the YesRef Platform are provided by TrueLayer and are subject to the TrueLayer Terms of Service. Payments to Referees are also subject to Wise terms. As such these Terms incorporate the Wise Terms and Conditions at https://wise.com/terms-and-conditions and the TrueLayer Terms of Service at https://truelayer.com/enduser_tos/ (together the Payment Provider Terms)
2.4 The Sports Provider gives YesRef and the relevant payment provider permission to charge its bank account for fees owed to YesRef and any Referees. Depending on the transaction the Sports Provider has selected, or services requested if any, YesRef will charge you on a one-time basis. All information that you provide in connection with a purchase or transaction with YesRef must be accurate, complete, and current. You agree to pay all charges incurred by users of your bank account used in connection with a purchase or transaction or other monetary transaction interaction with YesRef at the prices in effect when such charges are incurred together with any appropriate VAT.
2.5 We retain the right, in our sole discretion, to (i) place a hold on the Sport Provider’s bank account for an ordered or completed Referee Service transaction and (ii) correct any processing errors by debiting or crediting the payment method used for any erroneous payment(s).
2.6 Charges for Referee Services are subject to: location, availability of sports games or events, the experience level of a Referee and how frequently a Referee Service is ordered. Therefore, charges are subject to change from time to time. YesRef will notify Sports Providers prior to any payment increase with sufficient notice to enable Sports Providers to cancel the Referee Service in accordance with these terms.
2.7 No refunds or credits will be provided once the Sports Provider’s has been charged, except that at the sole discretion of YesRef, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors YesRef has made.
3.1 If a Referee cancels a scheduled game or event 24 hours before the game or event, the YesRef Platform shall notify the Sports Provider and make the Referee Service available for another Referee to select. YesRef does not guarantee that a cancelled Referee Service will be selected by another Referee and rescheduled or that any Referee Service request will be completed. If a Referee Service is cancelled and not rescheduled by a Referee, the Sports Provider will not be charged for that Referee Service.
3.2 If a Referee cancels a game or event within 24 hours at the direction of the Sports Provider or as a result of forfeiture, weather, harassment, unsafe conditions, or unreasonable delay, or the Sports Provider cancels a game or event as a result of the above, the Sports Provider shall still be obligated to pay the Referee as if the game or event was completed in accordance with the relevant sport governing body’s competition rules.
4. Use of the Referee Services
4.1 Sports Providers agree to treat Referees courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Referees to enable them to supply Referee Services.
4.2 Sports Providers acknowledge that their selected or scheduled Referee may be unavailable from time to time, e.g. due to illness, vacation, or leaving the YesRef Platform. Sports Providers should inform YesRef who will investigate the situation and report back to the Sports Provider.