General Terms & Conditions

1.         General

1.1       These general terms and conditions apply to and are an integral part of every agreement for services between a Client and Fans Tomorrow.

1.2       In these terms and conditions:

“Agreement” means every agreement for services between a Client and Fans Tomorrow, including –but not limited to- a Service Agreement;

“Fans Tomorrow” means Fans Tomorrow B.V.;

“Client means the company and/or private person engaging Fans Tomorrow to provide services;

“Derivative Work(s)” means any work based on a Party’s preexisting work, which includes revisions, modifications, translations (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which such Party’s work may be recast, transformed or adapted;

“Intellectual Property Rights” or “IPR” means any and all intellectual property rights (whether registered or unregistered) and all applications of the same, anywhere in the world, including without limitation all of the following and all rights in, arising out of, or associated therewith: (i) procedures, designs, inventions, discoveries, and all patents issued or issuable thereon, (ii) works of authorship, copyrights and other rights in works of authorship, trademarks, trade secrets, know-how and database rights;

“Services” means the services to be provided by Fans Tomorrow to the Client. These Services may be specified in a Service Agreement;

“Service Agreement” means any of the following:

  • Service Agreement agreed between the parties, and any update hereto, describing, inter alia, the requirements of the Services, the Term and the costs;
  • Agreements between the parties referencing, and subject to, these terms and conditions;

“Term” means the term of the Service Agreement, being either the Initial Term or any renewal or extension thereof; and

“Client Data and Systems” means electronic data and information Client made available to Fans Tomorrow to use as part of Fans Tomorrow providing Services, as more fully described in the applicable Service Agreement.

2.      Existence of an agreement

2.1    An agreement for services between a Client and Fans Tomorrow will only come into existence when Fans Tomorrow and Client agree on Fans Tomorrow providing services for Client, which is typically done by Client and Fans Tomorrow signing a Service Agreement.

3.         Engaging third parties

3.1.     In providing the services Fans Tomorrow may engage third parties. Fans Tomorrow

will take the necessary care as regards selecting third parties.

4.         Fees and Payment

4.1       The prices of the Services ordered by Client under the Agreement are set out in the Service Agreement. These prices are in EURO and exclude VAT and other taxes.

4.2       Payments shall be made to Fans Tomorrow upon receipt of the corresponding invoice. Each invoice shall be expressed in Euro. Invoices will be sent via e-mail.

4.3       The Services will be invoiced according to the conditions defined in the applicable Service Agreement.

4.4       Client shall make payment of each such invoice by the due date stated in that invoice or within 15 days of receipt of the invoice as based on the e-mail timestamp, whichever is later.

5.         Obligations of Fans Tomorrow

5.1       Fans Tomorrow will provide the Services in accordance with the provisions of this Agreement.

6.         Obligations of client

6.1       The client will provide all relevant documentation to Fans Tomorrow and will -in general- do what is reasonably necessary in order for Fans Tomorrow to provide the Services.

7.         Communications and Promotion

7.1       Fans Tomorrow will have the right to mention, e.g. on its website, that client is a client of Fans Tomorrow including generic information on how Client uses the services, and vice versa Client can mention it’s a customer of Fans Tomorrow and how it uses the services.

8.         Limitation of Liability

8.1       Limitation of liability. Fans Tomorrow’s liability is limited to the amount that is paid out for the relevant claim under Fans Tomorrow’s insurance, plus the applicable excess. Fans Tomorrow’s insurance covers -under the applicable terms and conditions of Fans Tomorrow’s insurance policy an amount of EUR 500.000,-. For the exact terms and conditions of Fans Tomorrow’s insurance please contact Fans Tomorrow. Liability for damage caused by an event not covered by any insurance for which Fans Tomorrow is liable is limited to EUR 5.000,-. The foregoing limitation will apply whether an action is in contract, tort (including negligence), breach of statutory duty, restitution or otherwise and regardless of the theory of liability, but will not limit the Client’s payment obligations as set out in the applicable Service Agreement.

8.2       Exclusion of Consequential and Related Damages. In no event will either party have any liability arising out of or related to this Agreement for any lost profits, data, expected savings, revenues, goodwill (in each case whether direct or indirect), nor for any other indirect, special or incidental, consequential loss, costs or damages, whether an action is in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, and regardless of the theory of liability, even if a party have been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose.

8.3       Exclusions. Client assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. Fans Tomorrow shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Fans Tomorrow by Client in connection with the Services or any actions taken by Fans Tomorrow at Client’s direction.

8.4       No Limitation in Certain Cases. Nothing in this Agreement excludes or limits a party’s liability for (a) death or personal injury caused by that party’s negligence, (b) fraud or fraudulent misrepresentation or (c) any other liability which may not be properly limited or excluded by applicable law.

9.         Fans Tomorrow’s development of Derivative Works

9.1.      The Parties acknowledge that Fans Tomorrow may develop Derivative Works in relation to the Services as further set forth in the applicable Service Agreement. The Client will assist Fans Tomorrow in the development of such Derivative Works as agreed from time to time.

9.2.      Any and all Derivative Works and all Intellectual Property Rights in such Derivative Works created by Fans Tomorrow under the applicable Service Agreement shall be the exclusive property of the Client. If any part of such Derivative Works are created by Fans Tomorrow all Intellectual Property Rights developed by Fans Tomorrow in such Derivative Works are assigned to the Client on creation. Where required to perfect the Client’s ownership in the same, Fans Tomorrow shall sign and deliver any documentation required and take any and all other reasonable measures to ensure the Client’s ownership.

10.       Personal Data

10.1     Terms defined in the General Data Protection Regulation (“GDPR“) have the same    meaning in this article 10.

10.2     The Client shall indemnify Fans Tomorrow and all persons affiliated with Fans Tomorrow against any claims made by third parties and any other damage suffered by Fans Tomorrow or a person affiliated with Fans Tomorrow in connection with an alleged unlawful processing of personal data in the course of the engagement, to the extent that Fans Tomorrow has received these personal data from the Client or at the Client’s instruction or carrying out Services for the Client.

10.3     The Client shall provide the data subject with the information on the processing of personal data in the course of the engagement as required under the GDPR. The Client will do so within the applicable term under the GDPR. Fans Tomorrow shall be the contact point for data subjects exercising their rights under the GDPR towards Fans Tomorrow.

10.4     Each of the parties shall inform the other without undue delay after having become aware of a personal data breach in connection with personal data processed in the course of the engagement. The Client and Fans Tomorrow will consult with each other before submitting any notification to supervisory authorities and data subjects.

10.5     Each of the parties shall inform the other without undue delay after having become aware of an investigation of a supervisory authority in connection with personal data being processed in the course of the engagement.

11.       Client Data and Systems

11.1     All Client Data and Systems remain the property of the Client. Client Data and

Systems will upon first request be returned to the Client.

12.       Confidentiality

12.1     Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

12.2     The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information.

12.3     Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so.

12.4     Return of Confidential Information Upon expiration or termination of this Agreement. Each party shall return all confidential information received from the other party and shall delete or destroy all confidential information of the other party held in an electronic form and confirm such deletion or destruction to the other party in writing.

13.       Breach and termination

13.1     Without prejudice to any rights and remedies that may have accrued under the Agreement, either party may terminate the Agreement immediately upon written notice if the other party:

(i)  commits a material breach and fails to cure that breach of the Agreement within 30 days of receiving notice of the breach;

(ii) becomes insolvent, or admits in writing to being insolvent or is unable to pay its debts as they become due;

(iii) has appointed a receiver, liquidating officer or trustee for all or substantially all of its assets; or

(iv) files for bankruptcy

14.       General

14.1     Applicable law and choice of forum. All Agreements and any non-contractual obligation arising out of or in connection with the Agreements are exclusively governed by and constructed in accordance with the laws of the Netherlands. The Amsterdam District Court, the Netherlands, has exclusive jurisdiction to settle all disputes arising out of or in connection with the Agreements, including disputes concerning its existence and its validity and any non-contractual obligations.

14.2     Assignment. Client does not have the right to assign, transfer, or otherwise dispose of its rights and obligations under the Agreement to any third party without the prior written consent of Fans Tomorrow.

14.3     Severability. If any provision of the Agreement is held or deemed to be invalid or unenforceable in any jurisdiction or shall be changed following a decision by a national or international authority, the Client and Fans Tomorrow shall endeavour to amend the provision so affected so as to make them valid and enforceable whilst reflecting as closely as possible the commercial purpose and intent of said provision. It is agreed that this invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement.

14.4     Force Majeure. Notwithstanding anything else in the Agreement, and except for the obligation to pay money, no default, delay or failure to perform on the part of either Client or Fans Tomorrow shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the party charged with a default; provided, that for the duration of such force majeure the party charged with such default must continue to use all reasonable efforts to overcome such force majeure.