GENERAL TERMS AND CONDITIONS
FOR THE SALE AND USE OF THE WYSCOUT DATA SUPPLY SERVICE
FOR THE SALE AND USE OF THE WYSCOUT DATA SUPPLY SERVICE
1. The Contract
1.1 This Contract (hereinafter Contract) is undersigned between WYScout S.p.A., with head offices in Chiavari (GE), Corso Garibaldi 32/8 (hereinafter, Wyscout), and the user of the Tool and the Service (as defined below) (hereinafter, Customer) whose data and general information were provided by the Customer to Wyscout. This Contract governs the provision of certain services (hereinafter the Service) related to the supply of specific data, whose contents are detailed in the Special Terms (hereinafter Data).
1.2 This Contract shall apply to any and all contracts stipulated between Wyscout and the Customer with exclusive regard to the Service. Different services which may be provided by Wyscout to the Customer are governed by specific different agreements.
1.3 The Customer may also purchase a variety of Services, Packages (as defined below) or multiple simultaneous accesses to the Tool (Additional Accounts). In which case, the provisions of this Contract shall apply to all Services, Packages or simultaneous accesses to the Tool without the need to sign each individual and distinct contract.
1.4 This Contract comprises the “General Terms and Conditions for the supply of Wyscout Service” (hereinafter General Terms) and “Special Terms and Conditions for the supply of Wyscout Service” (Special Terms). In case of conflict or discrepancies, the Special Terms shall prevail on the General Terms.
1.5 The Contract shall be deemed concluded when the Customer settles the Consideration (as defined below) and accepts the General Terms and Special Terms of this Contract by checking the box on the Tool. The non-payment of the Consideration, where due to Wyscout, shall be considered as a cause of failure to complete the Contract.
2.1 The Service provided by Wyscout is divided into “packages” in accordance with the specific Services the Customers intends to purchase (the Packages). The contents of Packages are described in the Special Terms, which also include the limitations concerning the usage of the Data included in the Package (the Authorized Usage).
3. Supply of the Service
3.1 The Service is provided on an ongoing basis every day of the week, 24 hours a day, except where it is suspended due to technical problems and/or maintenance governed by Article 3.7 below.
3.3 The supply of the Data shall occur in the manner indicated in the Special Terms. In particular, the Data shall be provided through the Tool, XML, API or JSON. Wyscout shall provide the Customer with the relevant login information in order to make the Service available to the Customer (the Login Credentials).
3.4 Wyscout requires the Customer to provide specific information about him/herself, his/her company, corporation or profession in order to use the Service. The Customer undertakes to provide true, accurate and complete information and to refrain from falsely representing affiliation with any person or entity. The Customer should always ensure the e-mail address provided to Wyscout remains active or alternatively inform Wyscout of any new, active e-mail addresses where notices may be sent.
3.5 The Customer may update and correct at any time the personal information disclosed to Wyscout. To correct or update personal information entered, it is necessary to send a request to the following e-mail address “firstname.lastname@example.org“. The Customer is responsible for the truthfulness and accuracy of personal data entered and Wyscout shall not take any responsibility in this regard.
3.6 Wyscout reserves the right to invite the Customer, or its employees or collaborators, to events, forums and conferences organised by Wyscout itself.
3.7 Wyscout may suspend the Service or the access to the Tool in case of system maintenance which would otherwise not be possible. In this case, however, Wyscout shall provide the Customer with ample written notice by e-mail in advance. The supply of the Service or access to the Tool will be restored within approximately 24 hours of the suspension, except in cases of force majeure preventing the estimated restoration.
4. Conduct of the Customer
4.1 The provision of the Service as well as the utilization of the Data by the Customer are strictly limited to the Authorized Usage and, in any case, only to the purposes of this Contract.
4.2 The Customer’s right to use the Data is personal; however, the legal representative of the Customer or a specifically authorised employee of the Customer may also have access. If Additional Accounts are purchased, the Customer will be provided with several Login Credentials.
4.3 It is strictly prohibited for the Customer to assign, transfer and/or otherwise license and/or charge others to use the Data and/or access the Tool; it is prohibited for the Customer to broadcast, disclose, publish and/or anyhow make available the Data to third parties different from the Customer itself.
4.4 The Customer shall use reasonable physical, electronic and procedural safeguards to protect against data loss, misuse, alteration, and dissemination of any and all the Data provided by Wyscout pursuant to this Contract.
4.5 It is hereby agreed that, should the Data contain any video and/or image and/or footage of any kind, the relevant provisions of the “GENERAL TERMS AND CONDITIONS for the sale and use of the Wyscout platform service” (including, but not limited to, Section Nos. 2, 3, 4, 7, 8 and 9), available at https://wyscout.com/policies/terms-and-conditions, shall apply and be binding for the Customer.
4.6 Wyscout may immediately cancel and/or suspend the Customer’s Login Credentials and block access to the Tool and supply, in whole or in part, of the Data if Wyscout detects any unauthorised use of Login Credentials and/or any use of the Data that is unauthorised or performed by unauthorised persons and/or any use different from the Authorized Usage and/or any use exceeding the limitations included in the Special Terms and/or the purposes of this Contract.
5. After-Sales Service offered by Wyscout
5.1 Wyscout provides the Customer with after-sales support via telephone or e-mail at no additional cost. Assistance is provided for technical enquiries concerning the use of the Tool and/or the Service or administrative information relating to payments or billing (hereinafter Support Activities).
5.2 The Support Activities will be provided via telephone and online every weekday during Italia business hours from 9:00 a.m. to 1:00 p.m. CET/CEST and from 2:00 p.m. to 6:00 p.m. CET/CEST, with the exception of bank, national and public holidays, days before such holidays or where a holiday on a national or local level is in force, through the provision of appropriate telephone and internet contact details. Wyscout may extend, at its sole discretion, the support service also to extra Italian business hours.
6. Amount, Method of Payment, Payment Plan and Invoicing
6.1 The Customer shall pay Wyscout the amount in Euros specified in the Special Terms for each Package selected by the Customer (the Consideration). The Consideration is exclusive of VAT as prescribed by law, if applicable. Payment of the Consideration shall occur in accordance with the method and timeframe set out below in Articles 6.2 and 6.3 of this Contract.
6.2 The Customer may pay the Consideration by credit card, the details of which must be previously disclosed to Wyscout at the time of signing the Contract (the Method of Payment), in accordance with Article 6.3 below and with the Payment Plan set out in the Special Terms (the Payment Plan), unless otherwise specified in the Special Terms.
6.3 It is the sole responsibility of the Customer to provide written notice to Wyscout of any updating of the information or changes regarding the chosen Method of Payment and/or Payment Plan.
6.4 After payment of the Consideration has been made, Wyscout shall send the Customer the relative invoice in electronic format to the contact details provided by the Customer.
6.5 During the validity of the Contract, Wyscout may, by providing written notice to the Customer, unilaterally increase the amount of the Consideration for each Package in relation to the Consideration paid by the Customer upon initial signing of the Contract (the Increases). Increases are primarily related to modifications of the Packages selected by the Customer; these kind of Increases shall be applied only if duly accepted by the Customer. After that acceptance, the related Increases shall be applied and paid to Wyscout, and the Customer will be charged in accordance with the Method of Payment.
7. Industrial Property Rights of Wyscout
7.1 The Customer agrees and acknowledges that the Data, the Service and Tool and any software used to provide the Service and the management of the Tool (the Software) are owned by Wyscout. The Software contains confidential information protected by applicable laws on copyright, trade secrets and other intellectual property rights (Protected Materials). Reproduction, distribution or transmission of the Software and the Protected Materials without the prior and express written consent of Wyscout is prohibited.
7.2 Any reproduction, modification, creation of derivative works, redistribution, resale or retransmission of the Data, the Service, the Tool and/or the Software is expressly prohibited and will result in severe civil and criminal penalties. The Software, its structure, sequence, organisation and source code are considered the trade secrets of Wyscout and are protected by law.
7.3 Without prejudice to the above, the copying or reproduction of the Data, the Service, the Tool and/or the Software to any other server or location for further reproduction or redistribution is strictly prohibited. The Customer may not decompile or disassemble, perform reverse engineering or otherwise attempt to ascertain any source code contained in any software provided by Wyscout.
8. Trademarks and Distinguishing Signs of the Customer
8.1 The Customer hereby authorises Wyscout to use trademarks and distinguishing signs of the Customer to be published on the Wyscout website under the ‘Customers’ section (Trademarks). The Customer’s Trademarks will remain on the Wyscout website after the termination of this Contract. To this end, the Customer grants Wyscout a license that is free, perpetual, non-exclusive, and irrevocable and which prohibits sub-license, in order to publish the Trademarks on its website. Wyscout is not obligated in any way to verify the updated design of the Trademarks.
9.1 The Customer understands and expressly agrees that:
10. Wyscout Limitation of Liability
10.1 Except in cases of fraud or gross negligence, Wyscout’s liability to the Customer arising from, or related to, this Contract shall not exceed the amount that the Customer pays Wyscout under this Contract during the twelve (12) months preceding the date on which the case began, or during the months prior to use of the Service, in the event of the Service being provided for less than twelve (12) months. Neither Wyscout or its agents, licensors and contracting third parties are or shall be responsible for any data of the Customer connected with the Service in any way, or for the Customer’s website or any hardware or software of the Customer or its suppliers. It is the responsibility of the Customer to take the necessary steps to use the Service with its own operating system (hardware and software) and maintain the proper working of the same for the purpose of providing the Service.
11. Customer Declarations and Guarantees and Additional Agreements
11.1 The Data, Tool and Service may be used solely and exclusively by professionals, i.e. individuals or legal entities acting for professional purposes (such as, by way of example, scouting, educational, tutorial and/or analysis activities). To this end, the Customer declares and guarantees him/herself to be a professional or to use the Data, Tool and Service for corporate purposes.
11.2 The Customer declares, guarantees and undertakes that he/she: (a) will not use the Data to create its own tables, databases or compilations of data (“Derivative Works”) other than solely to the extent necessary for the purposes of this Contract; (b) it will not capture, edit, alter, amend or otherwise interfere with any Data in the form delivered by Wyscout to the Customer; (c) has the power and authority to enter into this Contract; (d) is a professional operator in sports; (e) shall access the Tool and use the Data and/or Service solely only in accordance with this Contract.
11.3 The Customer undertakes to comply with all laws, regulations, articles of association and decisions applicable to his/her company, corporation or profession for the entire duration of the Contract; such compliance is necessary or desirable in order to proceed with the signing and execution of this Contract.
11.4 Wyscout reserves the right to revise or amend this Contract from time to time. Any revisions to this Contract shall be communicated to the Customer by written notice sent to the Customer with reasonable notice, though no less than 10 (ten) days prior to the entry into force of any amendment to the Contract. If the Customer does not wish to adhere to the amendments made, he/she may terminate the Contract submitting the relevant form on the Tool.
12. Duration of the Contract
12.1 This Contract shall be indefinite, except for the Customer’s right to cancel the Contract at any time as stipulated in Article 14.3 below. In case of failure to send notice of cancellation, this Contract shall continue in effect between the Parties and the amount of the Consideration determined at the initial signing of the Contract, including any adjustments due to relative Increases, shall be made payable to Wyscout at the timing set out by the Payment Plan, through the Method of Payment determined at the initial signing of the Contract. In the event of an unsuccessful debit transaction for the Consideration (even due to technical reasons), or at the moment in which the advance monthly instalments paid by the Customer end, Wyscout shall send a communication advising the Customer of failure to pay; Wyscout will proceed to reprocess the same payment 10 calendar days after such communication. In the event that any further attempt of payment is also unsuccessful, at the sole discretion of Wyscout, the Service will be suspended, Login Credentials will be deactivated and a written notice will be sent to the Customer requesting him/her to check the accuracy of the information and procedures for the payments of the Consideration in accordance with the method of payment selected by the Customer.
13. Express Termination Clause – Early termination of the Contract
13.1 By sending written notification to the Customer by e-mail and registered mail, Wyscout may terminate this Contract with immediate effect pursuant to Article 1456 of the Civil Code (Express Termination Clause), in the event of default under any of the provisions set out below:
(i) Article 2.3 (Packages);
(ii) Article 4 (Conduct of the Customer);
(iii) Article 6 (Amount, Method of Payment and Invoicing);
(iv) Article 7 (Industrial Property Rights of Wyscout);
(v) Article 11 (Declarations and Additional Guarantees and Agreements);
(vi) Article 15 (Prohibition of Assignment of Contract);
(vii) Article 19 (Confidentiality).
13.2 In all cases of termination made by Wyscout under Section 13.1, Wyscout will only refund the unused part of the Consideration paid in advance by the Customer and related to a part of the Services not used by the Customer because of the early termination of this Contract pursuant to Section 13.1. Notwithstanding of the above the refund shall not prejudice any right of indemnity for any damages or costs suffered or borne by Wyscout arising from facts, acts and/or behaviour of the Customer.
13.3 Wyscout grants the Customer the right to terminate the Contract at any time with 6 (six) months prior notice, by submitting the Cancellation Form on the Tool. Cancellation shall take effect at the end of the third month after the submission of the Cancellation Form and will result in the disabling of Login Credentials specified in the notice of cancellation within 24 hours of said term. In all cases of cancellation made by the Customer, NO MONIES will be due to the Customer by way of reimbursement or otherwise.
14. Consequence of Termination of the Contract and Survival of Certain Clauses
14.1 In the event of termination of the Contract under the preceding Articles 12 and 13, Wyscout will disable the Login Credentials to the Tool and suspend the Service with effect from the effective date of termination/cancellation/withdrawal, for any reason occurred.
14.2 In the event of termination of the Contract pursuant to Article 13.1, Wyscout will disable the Login Credentials to the Tool and suspend supply of the Service simultaneously sending the Customer notice of termination for default under Article 13.1.
14.3 Subject to the provisions in Articles 14.1 and 14.2 above, or in the event of termination for default under Article 13.1, or in the event of termination of the Contract pursuant to the preceding article 13.3, the following provisions shall remain valid and binding to the Customer:
(i) Article 7 (Industrial Property Rights of Wyscout);
(ii) Article 8 (Trademarks and Distinguishing Signs of the Customer);
(iii) Article 19 (Confidentiality);
(iv) Article 20 (Governing Law and Jurisdiction).
15. Prohibition of Assignment of Contract
15.1 The Customer may not assign this Contract to any third party without the prior written consent of Wyscout, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.
15.2 The Customer may not sublicense and/or otherwise transfer to third parties the use of Login Credentials or the use of the Service or access to the Tool, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.
15.3 Wyscout has the right to freely transfer this Contract to others, in whole or in part, and the rights and obligations arising from the same, without requiring the consent of or informing the Customer.
16. Data Protection and Security
16.1 Wyscout shall use reasonable physical, electronic and procedural safeguards to protect against data loss, misuse, alteration, and dissemination of any personal data received by Wyscout from the Customer.
16.3 The Customer states that he/she has received information from Wyscout regarding the processing of personal data required by Article 13 of Legislative Decree 196/2003 and its subsequent modifications and additions.
17. Communications and Notices
Statements, notices and other communications to the Customer may be made by post, e-mail, publication on the Tool or on the Wyscout website or by any other reasonable means. The Customer shall be solely responsible for the updating of his/her postal address and registered e-mail account. Wyscout shall not be responsible for undelivered notices due to the Customer’s failure to update his/her account information. Except as provided above in general, Wyscout may provide notices of changes to the Service by displaying notices or links to notices generally on the Wyscout website.
18.1 If any provision of this Contract is held invalid or unenforceable, such provision will be considered null and void while the remaining provisions will remain in full force and effect.
18.2 The failure of Wyscout to exercise or enforce any right or provisions hereof shall not in any way constitute a waiver of such right or provision.
18.3 This Contract expresses the entire understanding and agreement between Wyscout and the Customer pertaining to the subject matter thereof.
18.4 Section headings are provided for ease of reading and have no legal or contractual effect.
18.5 Each party acts independently and is not an agent or representative of any other party.
18.6 No party has the right or authority to create obligations or give representations or guarantees in the name and on behalf of another party. This Contract may not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any obligation or liability of a partnership to one of them. The parties acknowledge and agree that this Contract may be terminated electronically without the need for written signatures.
18.7 The Customer expressly declares that he/she has read and fully understood this Contract, and that he/she accepts all its terms and conditions. The Customer has independently evaluated all aspects of this Contract and the opportunity to adhere to them. The Customer declares that he/she does not rely on any representation, guarantee or statement by Wyscout and/or third parties that is not expressly considered in this Contract.
19.1 All the information which the Customer becomes aware of during the execution of this Contract concerning, for example, the organisation, business and activity of Wyscout, as well as information regarding the Data, the Tool, the Service, Software or any other information acquired by the Customer under this Contract, is entirely confidential and must not be communicated or disclosed, either directly or indirectly, to third parties.
20. Governing Law and Jurisdiction
20.1 This Contract is governed by Italian law.
20.2 Any dispute arising between the parties concerning the interpretation, validity, efficacy and/or execution of the Contract shall be settled amicably between them, and if this is not possible, shall be referred exclusively to the Court of Genova.
21. Special Packages and Independent Providers services
21.1 As an exception of what above mentioned in Article 3 of the present Contract, the Customer may be able to purchase, through the Tool, special Packages provided by Wyscout and/or services by third parties (Independent Providers) different from Wyscout.
21.2 Wyscout shall never be held responsible for any damages or costs suffered or borne by the Customer and arising from facts, acts and/or behaviour of the Independent Providers.
Pursuant to and in Article 1341 of the Civil Code, the Customer declares him/herself to understand the content and accept the effects of the following provisions:
Article 1 (Subject of the Contract); Article 2 (Packages); Article 3 (Supply of the Service); Article 4 (Conduct of the Customer); Article 6 (Consideration, Method of Payment and Invoicing); Article 7 (Industrial Property Rights of Wyscout); Article 8 (Trademarks and Distinguishing Signs of the Customer); Article 9 (Disclaimer); Article 10 (Wyscout Limitation of Liability); Article 11 (Customer Declarations and Guarantees and Additional Agreements); Article 12 (Duration of the Contract); Article 13 (Express Termination Clause – Cancellation of the Contract); Article 15 (Prohibition of Assignment of Contract); Article 20 (Governing Law and Jurisdiction; Article 21 (Independent Providers services).