Terms andConditions
When you accept your login details when you apply for a Trial Period or submit your application to use Elite Talent ID you agree that each time you access and use Elite Talent ID these Terms and Conditions shall apply.
1. Definitions
The following terms shall have the following meanings in these Terms and Conditions:
“Customer”, “you”, “yours” means you, the person, firm, company or other legal entity who has applied to use Elite Talent ID;
“Customer Order” means the online document which has been completed by the Customer when you placed your application to use Elite Talent ID;
“Customer Data” means any data, information or material provided or submitted by the Customer or one of its users to Elite Talent ID or generated by Elite Talent ID;
“Elite Talent ID Ltd”, “our”, “ours”, “us” and “we” means Elite Talent ID Ltd (company registration no. 09899707) of 9 Chime Square, St Albans, Hertfordshire AL3 5JZ;
“Elite Talent ID” means the online talent mapping software system developed, owned and operated by Elite Talent ID Ltd and licensed to Customers under these Terms and Conditions;
“Force Majeure” means any event which is beyond the reasonable control of Elite Talent ID Ltd whereby it is prevented from or delayed in the carrying on of its business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, extreme weather conditions, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to Elite Talent ID Ltd’s workforce or that of any sub-contractor), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
“Helpdesk” means the telephone helpdesk which we will run and operate to provide assistance to Customers in the use of Elite Talent ID;
“Helpdesk Hours” means the period during which the Helpdesk shall operate which shall be 9.00 am to 5.00 pm GMT Monday to Friday, except on days which are bank holidays in England;
“Intellectual Property Rights” or “IPR” means patents, rights to inventions, copyright and related rights, topography rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of a similar nature, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
“Licence” means the licence to use Elite Talent ID granted to the Customer under these Terms and Conditions;
“Licence Fee” means the fee payable by the Customer for use of Elite Talent ID as set out in the Customer Order which is calculated by reference to the Licence Package ticked by the Customer;
“Licence Package” means the particular Licence(s) (namely, “Elite”, “Pro” or “Light”) which you have requested on the Customer Order including the number of Licences which may be made up of any combination of Licences provided that you must purchase at least one Elite Licence ;
“Licence Term” means the term of the Licence as set out in these Terms and Conditions;
“Outage” means a failure directly and solely associated with Elite Talent ID that renders the service unavailable for a period of one hour or more;
“Renewal Date” means the date the Licence Term is due to be renewed which is typically 12 months after the start date of the applicable Licence save where the Customer has specified an earlier date under Clause 5.
“Terms and Conditions” means the terms and conditions upon which Elite Talent ID is licensed to Customers and which are set out in this document;
“Trial Period” means a period of no longer than 30 days which a potential Customer is given to evaluate Elite Talent ID;
“Service Credit” means a credit issued by us in respect of an Outage equal to the pro rata equivalent of one day’s Licence Fee; and
“Website” means the website owned and operated by us www.elitetalentid.com.
2. Application Process
2.1 If you would like to apply to use Elite Talent ID, you must complete and submit an online Customer Order. On the order you will be required to indicate the Licence Package which you require and this will determine the Licence Fee that is payable.
2.2 When submitting a Customer Order the Customer hereby confirms that:
2.2.1in the case of a sole trader , he or she is at least 18 years; or is
2.2.2the director or person who agreed or completed the Customer Order and has the authority to act on behalf of the Customer and bind the Customer to these Terms and Conditions; and
2.2.3all details of the Customer which were inserted on the Customer Order by that director or person acting on the Customer’s behalf are accurate and up-to-date; and
2.2.4by completion of the Customer Order, the Customer agrees to be bound by these Terms and Conditions.
2.3 We will notify you by email if your application has been successful and you will then be provided with secure login details in order to access Elite Talent ID. If your application has been unsuccessful we will notify you of this and the reasons.
3. Trial Period
3.1 If you wish to trial Elite Talent ID you will be required to register your details with us via our Website and to confirm your acceptance of these Terms and Conditions. You will be provided with a login and username and password in order to access Elite Talent ID through the Website for the Trial Period.
3.2 During the Trial Period you are granted a non-exclusive, non-transferable, worldwide, revocable Licence to use Elite Talent ID for the Trial Period only all in accordance with these Terms and Conditions which shall apply to your use of the software. Upon expiry of the Trial Period you will no longer be able to access the software. If you wish to purchase a Licence then you be required to pay the applicable Licence Fee.
4. Licence
4.1 In consideration for the Customer’s agreement to these Terms and Conditions and, where applicable, payment of the Licence Fee, Elite Talent ID Ltd hereby grants a non-exclusive, non-transferable, worldwide, revocable Licence to the Customer to use Elite Talent ID for the Licence Term, as applicable. Elite Talent ID may only be used for the Customer’s own internal legitimate business purposes.
4.2 The Licence shall commence on the date notified by us to you.
4.3 You shall not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Elite Talent ID, or the content of our Website in any way other than as expressly set out in this agreement; (ii) use, copy, modify or make derivative works based upon Elite Talent ID; (iii) reverse assemble, compile or otherwise translate Elite Talent ID (iv) embed Elite Talent ID as an “iframe” or “frame” from within another application; or (v) reverse engineer or access Elite Talent ID in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to Elite Talent ID, or (c) copy any ideas, features, functions or graphics of Elite Talent ID.
4.4 The Customer is not permitted to use Elite Talent ID to assist in the development of the Customer’s own software or that of a third party. The Customer may not use or copy all or any part of Elite Talent ID’s graphical user interface, operating logic or database structure for it to be part of or to develop any software or other product or technology, unless that use or copying is permitted by law.
4.5 When using Elite Talent ID you shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of Elite Talent ID or the data contained therein, or our Website, servers or networks; (iii) attempt to gain unauthorised access to Elite Talent ID or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on our system.
4.6 The Licence granted to the Customer is personal to the Customer and may not be transferred or assigned in whole or in part without our prior written consent. The Licence is a named user Licence which means that it may be only used by the named user of that Licence. The Customer may purchase as many Licences as required. Each user shall only be permitted to access the software on one device.
5. Licence Term
5.1 Upon payment of the applicable Licence Fee a Licence Term shall run in blocks of twelve monthly periods and shall commence on the date specified by the Customer on the Customer Order. The Licence Term shall automatically expire at midnight on the last day of the applicable Licence Term save where the Licence Term has been renewed under these Terms and Conditions on the Renewal Date or terminated earlier in accordance with Clause 12.
5.2 The Customer may specify a particular Renewal Date on the Customer Order which may be earlier than 12 months from the Start Date. This may only be done once when the Customer first orders a Licence and both the pro rated Licence Fee and the Licence Fee for the following 12 months shall be payable in advance.
5.3 Two months prior to the Renewal Date the Customer will be invited to renew the Licence and the Licence Term shall be renewed for the selected period. Where the Customer elects not to renew the Licence all access rights will be removed from the date the Licence Term ends and the Customer will no longer be entitled to use Elite Talent ID.
6. Using Elite Talent ID
6.1 To use Elite Talent ID the Customer will have access through http://www.elitetalentid.com/index.php using the login and password details provided by us. Instructions will be given on the Website on how to operate the system.
6.2 Elite Talent ID is compatible with the following browsers – IE 9+ (IE 8 supported with most functionality), FireFox 3+, Chrome and Safari. Please ensure that you have one of these browsers installed on your computer, tablet or mobile device before you begin using Elite Talent ID.
6.3 To ensure added security for the Customer Data we hold we use two layers of security when users access the software. Elite Talent ID is designed using extended verification 256-bit Secure Socket Layer certificates for secure communication with our server and sensitive data is encrypted before being stored in our database however it is the Customer’s responsibility to ensure that it and its employees comply with the Data Protection Act 1998 and any related legislation at all times when using Elite Talent ID.
6.4 You are permitted to access your data from your account on Elite Talent ID upon termination and according to Clause 12.4. Data may be exported into CSV files for this purpose.
6.5 The Customer is responsible for all activity occurring under its account and shall abide by all applicable national and foreign laws, treaties and regulations in connection with its use of Elite Talent ID and the data which it creates, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by the Customer or its permitted users; and (iii) not impersonate another customer or provide false identity information to gain access to or use Elite Talent ID.
6.6 We aim to have the Website and Elite Talent ID available at all times, however, it will be appreciated that, save as set out in Clause 9, this cannot be guaranteed or that it will be error free and we cannot accept liability for any issues that this may cause.
6.7 We will try to keep disruptions to a minimum but we may suspend Elite Talent ID from time to time to carry out maintenance and support work.
6.8 We cannot guarantee or warrant that Elite Talent ID will meet the Customer’s needs, that the Customer will be able to use Elite Talent ID in a particular way or obtain particular outputs from the system or the standard of the results arising from using Elite Talent ID. Elite Talent ID is a system which captures data; it is not a decision making system and we cannot be held liable for any decisions that you make based on the data which you have inputted to the system.
7. Software upgrades and Support
7.1 Elite Talent ID will be supported and maintained by us. Any and all software upgrades will be issued at our sole discretion.
7.2 A Helpdesk will be available to provide support with your use of the software where required. The usual response time to respond to calls is one business hour.
7.3 We shall have no obligation to provide the support where faults arise from:
7.3.1misuse, incorrect use of or damage to the software;
7.3.2use of Elite Talent ID on or in combination with any equipment or any software which is not compatible with the software, or any fault in any such equipment or software; or
7.3.3any failure to install and maintain appropriate security and virus prevention software on the Customer’s equipment; or
7.3.4any breach of the Customer’s obligations under these Terms and Conditions.
8. Fees and Payment
8.1 The Licence Fee is calculated by reference to the Licence Package selected by the Customer and will be displayed on the Customer Order. An invoice will be issued to the Customer detailing the applicable Licence Fee. Where the Customer has specified the Renewal Date the Licence Fee will be calculated on a pro rata basis and both the pro rated Licence Fee and the Licence Fee for the next 12 monthly period shall be payable in advance.
8.2 Unless agreed otherwise with the Customer, Licence Fees are payable annually in advance by bank transfer to our bank account. All Licence renewals must be paid for prior to the Renewal Date.
8.3 Failure to pay on time may result in late payment charges which shall be calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date the payment was originally due until the date of actual payment.
8.4 We reserve the right to charge an administration fee for any late payment notices which are sent to the Customer.
8.5 If we are not paid an invoice we may instruct a debt collection agency or law firm to collect any amounts owing (including any interest and/or late payment charges). In such circumstances the Customer will be liable to pay an additional sum to Elite Talent ID Ltd which will not exceed the reasonable costs that it may have to pay the debt collection agency or law firm, who will add the sum to the outstanding debt.
8.6 All fees charged to the Customer shall be subject to value added tax at the appropriate rate.
8.7 All fees listed on the Website are correct at the time of publication however we reserve the right to alter these in the future. You will be notified of any increase to the Licence Fee should this affect you. Licence Fees which are paid in advance will not be subject to a price increase during the relevant Licence Term.
9. Uptime Guarantee
9.1 We are happy to offer all of our clients an uptime guarantee of 99.9%.
9.2 To receive a Service Credit, the Customer must submit a request to us in writing not later than five (5) calendar days after the last day of the month in which the alleged failure occurred. Each request must include the following information: (i) Customer’s name; (ii) Customer’s contact name, email and telephone information; (iii) date and beginning and end time(s) of an Outage(s); and (iv) a brief description of the characteristics of the Outages. The Customer acknowledges and agrees that such Service Credits will be based on Elite Talent ID Ltd’s own measures of core performance of the software (acting reasonably). If the unavailability Outage is confirmed by us, then a Service Credit will be applied to the next Licence Fee payable by the Customer after receipt of the Customer’s credit request. Service Credits do not entitle the Customer to a refund, are not refundable and can be used only towards future billing charges. Service Credits are exclusive of any applicable taxes charged to the Customer or collected by us, shall not exceed the equivalent of the monthly Licence Fee calculated on a pro rata basis payable by a Customer and are the Customer’s sole and exclusive remedy with respect to any failure or deficiency in the availability of Elite Talent ID. All requests for credit are calculated monthly and must be submitted to us within 10 days of the beginning of each month in respect of the prior period.
9.3 An Outage period begins upon the earlier of: (i) the Customer reporting a malfunction in Elite Talent ID that is verified by us; or (ii) Elite Talent ID Ltd detecting a malfunction, where, in either case, the malfunction is solely due to a failure in the Elite Talent ID system. An Outage period ends when the service is fully operational. This uptime guarantee does not apply to downtime caused by your third party suppliers such as your telecommunication provider or Force Majeure events. Nor does it apply to any circumstance or event which is due to you or your employees or agents acts or omissions.
9.4 The provisions of this uptime guarantee, including the applicability of Service Credits contemplated above, are subject to the following conditions and limitations:
9.4.1The aggregate monetary amount of credits per twelve month period is limited to the pro rata monthly equivalent of the applicable Licence Fee (excluding any variable charges);
9.4.2The guarantee does not apply to Customers who do not pay a Licence Fee; and
9.4.3No credits will be given for failures which are due to scheduled or emergency maintenance and repairs or faults or delays in Elite Talent ID which have been reported by the Customer but have not been verified by us or which are not capable of verification.
10. Confidentiality
10.1 Elite Talent ID Ltd hereby undertakes to take all reasonable steps to keep confidential any information relating to the Customer which it obtains during the course of the Licence where such information is of a confidential or commercially sensitive nature. This obligation of confidentiality does not extend to any information which (i) is in the public domain, (ii) was in its possession prior to the commencement date of the Licence or (iii) was disclosed by a third party not acting in breach of a confidentiality obligation.
11. Intellectual Property Rights
11.1 All Customer Data stored by the Customer on Elite Talent ID belongs to the Customer absolutely. Elite Talent ID Ltd has no rights over such data.
11.2 All IPR arising in the Elite Talent ID system (including any such rights in the Website) are either owned by or licensed to Elite Talent ID Ltd and nothing in these Terms and Conditions shall transfer any ownership rights to the Customer.
11.3 Notwithstanding the provisions of Clause 11.2, the Customer has a limited right to use Elite Talent ID in accordance with the terms of the Licence granted under Clauses 3 and 4.
12. Termination
12.1 Elite Talent ID Ltd may terminate the Licence and this agreement immediately on notice to the Customer if the Customer fails to comply with the terms of the Licence granted under these Terms and Conditions.
12.2 We may also terminate this agreement immediately by giving written notice to the Customer if:-
12.2.1 The Customer commits any material breach of any of the provisions of these Terms and Conditions and in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
12.2.2 an encumbrancer takes possession of, or is appointed over, any of the property or assets of the Customer; or
12.2.3 the Customer makes any voluntary arrangements with its creditors or a receiver is appointed or becomes subject to an administration order; or
12.2.4 the Customer goes into liquidation (except for purposes of amalgamation or reconstruction in such manner that the body resulting from such reconstruction or amalgamation effectively agrees to be bound by or assume the obligations imposed on such other party under these Terms and Conditions); or
12.2.5 the Customer becomes bankrupt; or
12.2.6 anything analogous to anything contained in Clauses 12.2.2 to 12.2.5 above under the law of any jurisdiction occurs in relation to the Customer; or
12.2.7 the Customer ceases, or threatens to cease, to carry on business.
12.3 In the event of termination of this agreement for whatever reason, the Licence granted under this agreement shall terminate immediately and the Customer will no longer be entitled to access Elite Talent ID.
12.4 Where the Licence has been terminated for reasons other than the Customer’s default then Elite Talent ID Ltd will provide the Customer with access for a limited period to access and download the Customer Data. Following this period (and immediately following termination in all other cases) Elite Talent ID Ltd shall delete all Employee Files and Customer Data held on Elite Talent ID.
13. Disclaimer of Warranties and Limitation of Liability
13.1 Elite Talent ID Ltd’s entire liability to the Customer for all claims in the aggregate arising from its use of Elite Talent ID or otherwise under these Terms and Conditions shall be limited to the amount of any actual direct damages of up to the annual Licence Fee paid under these Terms and Conditions. We do not offer any warranty in relation to the suitablility or otherwise of Elite Talent ID or that it will be fit for purpose or of merchantable quality. We do not warrant that your use of the Elite Talent ID will ensure that you are able to identify and secure talented players. Apart from any other warranty set out in these Terms and Conditions Elite Talent ID Ltd disclaims any and all liability to the Customer for Elite Talent ID to the fullest extent permissible under applicable law. In no circumstances will we accept liability for loss of or damage to data, special, incidental or indirect damages or for any economic consequential damages or lost profits, business, revenue, goodwill or anticipated savings arising from your use of Elite Talent ID. We do not accept any liability for interruption to business or damage to or loss of information however that interruption, damage or loss is caused.
13.2 Customer Data held on Elite Talent ID will be backed up by us on a regular basis using specialist server managers and the Customer hereby consents to such practice. It is the Customer’s responsibility to ensure that login and password details are kept secure. We shall not be liable for any loss of the Customers Data.
13.3 We cannot guarantee that Elite Talent ID (i) will be free of faults or interruptions, without interruption, timely or secure to the extent Elite Talent ID may be affected by events or factors we cannot control, such as lack of network capacity, physical obstructions or atmospheric conditions; (ii) all program defects will be corrected; and (iii) Elite Talent ID will operate with any hardware, software, system or data not identified in the application process.
13.4 Elite Talent ID Ltd shall not be held liable for any failure or delay in Elite Talent ID or making Elite Talent ID available where such failure arises as a result of Force Majeure. For the avoidance of doubt, we shall not be held liable for the delays or failure in performance of web hosting providers or other telecommunication providers.
13.5 Nothing in the Terms and Conditions shall limit or exclude the liability of either party in respect of either fraud or fraudulent misrepresentation, or death or personal injury arising from its negligence or the negligence of its employees, agents or contractors.
14. General
14.1 Elite Talent ID Ltd may assign, transfer novate or subcontract any part or parts of these Terms and Conditions, or the Elite Talent ID system without the requirement to obtain the consent of the Customer. The Customer may not assign, transfer or sub-contract any part of its obligations and benefits under these Terms and Conditions without the express written consent of Elite Talent ID Ltd.
14.2 Save where the Customer notifies us otherwise in writing, the Customer hereby consents to our use of the Customer name and logo on any testimonial page of our Website or any marketing and promotional literature produced by us to promote Elite Talent ID.
14.3 These Terms and Conditions and the Customer Order shall constitute the entire agreement between the parties for the provision of Elite Talent ID. No other terms, statements representations or promises whether expressed or implied shall form part of these Terms and Conditions.
14.4 If any term or condition of these Terms and Conditions shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of these Terms and Conditions shall continue in force without such term or condition.
14.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
14.6 No delay or failure on the part of either party to enforce its rights or remedies under these Terms and Conditions shall constitute a waiver on its part of such rights or remedies unless such waiver is confirmed in writing.
14.7 Any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other may be given by hand or sent by first class pre-paid post to the other party at the registered office address of that party.
14.8 The parties agree that the Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement and nothing in the Terms and Conditions shall be deemed to confer any benefit or right on any person or entity other than the parties to this agreement.
