Club Registration Terms & Conditions


Please read the following terms and conditions carefully before proceeding with your registration to the Players Sport UK Ltd Services. By registering for and using the Services you will be bound by both these terms and conditions and Website Terms and Conditions published on our website, which will continue to apply every time You use the Services.

Parties

(1) Players Sport UK Limited, Company No 4956693, a company incorporated in and according to the law of England whose registered office is at 516a Bondway Commercial Centre, 71 Bondway, London SW8 1SQ ("We", "Us", "Players Sport UK Ltd", "PSUK" and "Our"),

and

(2) You and any person who we reasonably believe is acting with your authority or knowledge; ("You", "Your", "the Club")

Introduction

A. Players Sport has developed and operates Services, which allow you to:

   A1. Earn revenues for referring business to Merchants on our website via           Club-Cash-Back Services

   A2. To set up an account on our website which offers Membership and           Donation Services via the Club Administrator service

B. You wish to contract with Players Sport UK to procure PSUK's Services in      accordance with the terms of this Agreement.

C. In order to use the Services must accept the conditions of this      Agreement and become registered as a " Club".

D. Players Sport and its agents have commercial relationship with all the Merchants on the Site

Now therefore, hereto agree to the following binding terms of the Agreement:

"Account" means the facility allowing You, when You have logged in, an individual right of access to the Services;

"Agreement" means the agreement between Us and You for the provision of the Services incorporating these terms and conditions set out Website Terms and Conditions, Our Privacy Policy, the registration form displayed and completed on-line, and any policies, disclaimers, conditions, guidelines or rules applying to any of the Services and which together form the entire agreement between You and Us for the Services, which in the event of any conflict rank in the order of precedence set out above;

"Club ADMINISTRATOR Service" means Services provided by Players Sport to You as described in Schedule 2

"Club CASH BACK Service" means Services provided by Players Sport to You as described in Schedule 1

"Chargeback" means payments of commissions either due to be paid or actually paid to Players Sport are reversed to reflect the fact that the merchant's business never benefited from the transaction. Chargeback is due if the sale is determined not to be bona fide business transactions. Chargeback rules are detailed in Schedule 1

"Commission" means monetary payment made to Players Sport in relation to sales or referrals of Your Customers and Members to Merchants.

"Customer" means person or entity interacting with the Merchants including (but not limited to) purchasing goods, products and services from Your Webstore through Players Sport Website

"Member" means any persons who register on Players Sport website and select You as their Club with intention of using our online Member Payment Services to benefit You

"Member Payment Services" means services offered to Your Members whereby they can choose to pay their fees and donations via players Sport Website to benefit You

"Merchants" means the party supplying goods, products and services to Customers. Customers include those referred to the Merchant by You using the Players Sport Site and Your Webstore.

"Merchant Link" means a link to Merchant Website placed on Players Sport Website.

"Privacy Policy" means the Privacy Policy located on www.players-sport.com that outlines data protection policy and usage policy;

"Membership Payment" means the payment made by Your Member for their membership fees due and donation to You via Member Payment Services and our Website with the intention that that payment be remitted back to You, less the Transaction Fee,

"Referral Fee" means a monetary payment made to You in relation to Sales made by Customers to Merchants via Players Sport Site and Your Webstore.

"Sale" means a sale of goods, products or services from a Merchant to a Customer via the Players Sport Website and Your Webstore.

"Service" means business processes and provision of a technology provided by Players Sport and comprises of any or all (as the case may be) of the following services which may be modified from time to time: Club-Cash-Back; Players Register, Club Register; Club-Task-Master; Club Messenger, Club Administrator, Member Payment Services

"Transaction" means the receipt by Players Sport of all relevant information supplied by a Member, indicating that it is You to which the Membership Payment is to be made, the amount of the Membership Payment and all other information required by Players Sport to process that payment

"Transaction Fee" means all fees paid by You to Players Sport for the Member Payment Services;

'Website" means a World Wide Web site and refers to our site at http://www.players -sport.com.

"Webstore" means designated part of the WebSite for Your and your Customer and Member use

"Your Account" means Your Account pages on website.

Services

2.1 Club Cash Back Services are described in Schedule 1 of this Agreement

2.2 Club Adminstrator and Member Payment Services are described in Schedule 2 of this Agreement

•  Obligations

To enable Players Sport to perform its obligations to You, you shall:

3.1 Provide with any information we reasonably require

3.2 Obtain all necessary permissions, licences and consents which may be required before the commencement of the Services, the cost of which shall be Your sole responsibility

3.3 Comply with such other requirements as may be agreed between the parties.

3.4 Provide information to Players Sport about Yourself or entity you represent that is correct and complete You must notify us immediately of any changes in the information by updating the information about yourself by sending email or contacting Players Sport as per clause 7 of this Agreement

3.5 Provide, If You are a limited company or charity, Your full registered name, company registration number, registered office, trading address if different and VAT number (if registered) or charity number.

3.6 ...information and productions on Your website, if you have one, to which there is a link to Players Sport Website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way. You must notify Players Sport immediately of any known or suspected improper or wrongful use of the Your links to Players Sport's Website or Your Webstore

•  Players Sport Obligations

4.1 Players Sport shall perform the Services with reasonable skill and care and to a reasonable standard.

4.2 Players Sport undertakes to monitor and register the Sales and Membership Payments generated via Your Webstore and Your Account, in accordance with the Service provided by Players Sport.

4.3 Players Sport will collect and pay You all amounts due to You arising from this Agreement and as specified in Schedule 1 and Schedule2

4.4 Players Sport will make available reports summarising this sales activity for Your Webstore and your Account. The form, content and frequency of the reports is at our discretion

•  Sale Processing and Payments

Processing of Sales generated by Customers to Merchants via Players Sport Website via Club Cash Back Services, Referral fees, referral fees payment are described in Schedule 1 of this Agreement

•  Membership Payments

Processing of Membership Payments generated by Members to You via Players Sport Website and Club Administrator Services, payment schedules and charges are described in Schedule 2 of this Agreement

•  Terms and termination

7.1 This Agreement begins on the date that You complete the on-line registration process (which incorporates these Conditions). At any time after the provision of the Services has commenced, this Agreement may be ended by either You or us by giving 30 days written notice. Notification that You wish to end this Agreement should be made in writing or by email to Players Sport as specified in clause 8.

7.2 Upon termination of this Agreement, you must immediately cease use of, and remove from Your website, all links to Our Website and all trademarks, trade names and logos and all other material in connection with Players Sport

7.3 We can suspend the provision of the Services to You or end this Agreement (or both) with immediate effect if: You break any provision of this Contract; or We believe the Services are being used in a manner prohibited under this Agreement, even if You are unaware that the Services are being used in such a way; or You fail to pay for any of the Services (if charges are introduced), bankruptcy or insolvency proceedings are brought against You or if You do not make any payment under a judgment of a Court on time, or You make an arrangement with Your creditors, or (if a company) a receiver or administrator or administrative receiver is appointed over any of Your assets or You go into liquidation.

7.4 If we delay in acting upon a breach of this Agreement by You, then delay will not be regarded as a waiver of the breach. If we do waive a breach of this Agreement by You, that waiver is limited to the particular breach.

•  Giving Notice

Notices given to us under this Agreement may be given by email (in which case effective service of the notice shall only occur upon actual receipt by us of the notice) to the following email address:

customerservices@players-sport.com or any alternative address which we notify to You at any time.

Notices given to You under this Contract may be given in writing to email address which You specify when registering for the Services.

•  Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and other website rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF PLAYERS SPORT SERVICES FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

•  Privacy policy and Consent

10.1 Information that we collect or obtain from You is subject to Data Protection Act and is described in our Privacy Policy which can be viewed on the www.players-sport.com website on the footer of the homepage.

10.2 You consent to the publication of the Club name and web address etc at Players Sport's Website and to Players Sport sending newsletters etc to the Your e-mail address and using the information given by You for marketing purposes as described in our Privacy Policy. Players Sport can use The Club name, logo and other information for marketing purposes.

•  Intellectual Property Rights

Players Sport owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the Players Sport Site. This excludes Merchant's copyrights, trademarks and intellectual property rights. You do not acquire any rights or licences whatsoever under this Agreement.

•  Relationship of Parties

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations, guarantees or warranties on our behalf. You will not make any statement or representation, whether on your site or otherwise, that that reasonably would contradict anything in this section.

•  Limitation of Liability

13.1 Players Sport cannot guarantee or warrant the performance of the Players Sport's service or the links to any Merchants.

13.2 We will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Players Sport's service or for any damage caused by viruses or components to the service, Your software and/or Your website. Players Sport shall not be liable for any error in the implementation of the links on Your website or for the specified function of the links.

13.3 We will not be liable for indirect, special, or consequential damages (including any loss of business, revenue, profits or data) arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Referral Fees paid or payable to you under this Agreement at the time that the event giving rise to the liability arises.

13.4 Notwithstanding the previous paragraph, nothing in this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees, agents or authorised representatives.

13.5 For the avoidance of doubt, time shall not be of the essence and we shall incur no liability to You in respect of any failure to provide the Services

•  Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

•  Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

•  Law/Jurisdiction

This Contract is governed by English Law and You and We submit to the non-exclusive jurisdiction of the English courts.

Schedule 1

CLUB CASH BACK Services

Service

Club Cash Back Service means sale of goods, products or services from a Merchant to a Customer via the Players Sport Website and Your Webstore. Commission is payable from Merchants to Players Sport according to the rates the Merchants have agreed with Players Sport at that time. In turn Players Sport pays You Referral Fee as set out below

Sale and Order Processing

Orders placed or sales generated by Customers to Merchants via Players Sport Site are processed by the Merchant. The Merchant will be responsible for all aspects of order processing, among other things, preparing order forms; processing payments, cancellations and returns; and handle customer service. Players Sport has no responsibility for Order Processing.

Referral Fees

We will pay You Referral Fees on certain sales.

For a Sale to generate a Referral Fee, the Customer must follow a "Merchant Link" from Your Webstore via Players Sport Website and to the Merchant site and purchase the goods, product or services that are offered by the Merchant. Players Sport will only pay Referral Fees on such goods, products and services after order, payment and shipping have occurred.

The calculation of due amounts is performed by Players Sport. Different Merchants use different Commission structures, some use fixed amounts per transaction or referral whilst others use percentage-based methods. Merchants have the right to vary their commission structures or to leave the Service. Players Sport collects the Commissions due from the Merchants and aggregate amounts due (Referral Fee) to You.

Referral Fee Payment

We will pay you referral fees on a quarterly basis provided we have received a payment from the Merchant. Approximately 30 days following the end of each calendar quarter, we will send you payment for the Referral Fees earned during that quarter, less any taxes that we are required by law to withhold. We will pay Your Referral fees by one of the following methods:

by sending you a cheque for the Referral Fees earned; or by directly depositing the Referral Fees earned into your nominated bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the sort code, the account number and the primary account holder name as it appears on the bank account). We will accrue and withhold referral fees until the total amount due is at least £50.00 (or until this Agreement terminates, if earlier). If you select payment via cheque, we will accrue and withhold referral fees until the total amount due is at least £75.00 (or until this Agreement terminates, if earlier).

The nature of commerce requires that Merchants may revoke commissions for certain reasons. Some Merchants are entitled to request chargebacks if the sale is reversed due, but not limited to, goods being returned by the customer or subsequent detection of a fraudulent transaction. The Merchant has to submit the claim within a specified time after the initial transaction for the commission payable to be reversed.

Players Sport will deduct all chargebacks as they become due from the quarterly Associate Referral Fee due.

You are only eligible to earn Referral Fees on Sales occurring during the term of this Agreement and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

VAT

Sale generated by Customers is a VATable transaction. Therefore, You have to account for VAT on Referral Fees earned in a manner applicable to Your VAT status.

Players Sport has the authority of Customs and Excise to raise VAT invoices on Your behalf. You are required to keep Players Sport updated with information relating to your VAT status (including but not limited to VAT registration status, VAT number (if applicable), address and organisation name).

Schedule 2

CLUB ADMINISTRATOR Services

Service

Club Administrator Services means Services provided by Players Sport on our Website, whereby you can log in and set up Your Account (or Club account) and administer it as you wish. You can set up information about membership fees, other fees as you see fit and also set up donation amounts to be paid by your Members to You.

Members have to register for Member Payment Services on our Website to be able to pay for their fees to You.

Players Sport shall ensure that there is reasonable security to allow Members to submit Payments in pounds sterling to You via the Website and shall without further notice to You process Transactions received via the Website

You acknowledge that despite Our reasonable endeavours the Internet is an insecure means of communication and may result in the interception or failure of communications, including Payments, being received or processed by Players Sport

Access to Club Administrator Services

To access the Services You will be issued with a user name and password that You can change at any time. You are responsible for the security and proper use of the username and password and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised persons. You will notify Us of any unauthorised use of Your password or Account, or any other breach of security.

You are responsible for ensuring that no unauthorised access is obtained to the Services through Your Account. You will be entirely liable for all activities conducted through Your Account whether authorised by You or not, until such time as You notify Us of such unauthorised use and We have stopped access to Your Account.

If We have reason to believe that there is likely to be a breach of security or misuse of the Services We may change Your password or, and notify You accordingly.

You can change Your password online in Your Account pages. If You forget any password, You can contact the PSUK by email passwords@players-sport.com. If You satisfy the security checks We operate, You will be given a new password and username to enable You to use the Services.

Membership payments

Memebrship payment made by Your Member for their membership fees due and donation to You via Member Payment Services and our Website with the intention that that payment be remitted back to You, less the Transaction Fee,

Players Sport will charge the Club the Transaction Fee for the performance of the Services at such rate as set out below. We reserve the right to vary the Transaction Fee once in any 12 month period on sixty days written notice, to a maximum of ± 2%.

Membership Payments will be processed by Players Sport by using its own merchant account number and the money will be deposited into our bank account. Players Sport shall remit the Membership Payment less the Transaction Fee to You at the end of each calendar month

Although, as part of the online payment process, Your funds pass through Players Sport merchant account, they are not, at any time, considered the property of Players Sport. Therefore, aside from tax pertaining specifically to Players Sport transaction charges, we are not responsible for payment of any other tax (VAT, Income tax or any other) that may be due in relation to those funds

Should any Membership Payment processed and remitted to You later prove to be the result of fraudulent transaction(s), and consequently Players Sport is required by the card-holder (Member) to return such payment, You agree to return the related Membership payment previously paid to You in full to Players Sport. We will bear the costs associated with card processing.

Transaction Fee

In consideration of the provision by Players Sport of the Club Administrator Services You will pay Players Sport the relevant Transaction Fee. All sums due are exclusive of VAT (if any) due on the provision of the Services. Players Sport will deduct the relevant fee before remitting Membership Payment to You.

The following Transaction fees apply:

Membership Payment by Direct Debit: £0.50 per Direct Debit

Membership Payment by Credit Card: 4% of gross payment by your Member

Membership Payment by Debit Card: 4% of gross payment by your Member

Setting up a Direct Debit for Your member: £2.75 per member - one off charge

Submission of payment files: £7.50 per month per club

Failed Direct Debit Charge: £17.00 per Direct Debit File (can contain more then 1 failed Direct Debit)

BACS payment to Your Account: Free

CHAPS Payment to Your Account (if requested): £10.00

Reporting