Terms & Conditions

 

1. Background.  Sporting Scholarships USA (John Sparks) Ltd (The Company) provides an assessment and introduction service for sports men and women (clients) to enable them to gain scholarships to American colleges for their future development and education.

 

This agreement sets out the terms and conditions upon which they wish to regulate their affairs.

 

2. Definitions and interpretation.

 

2.1 The following terms shall have the following meanings for the purposes of this agreement:

 

2.1.1 ‘Commencement Date’ means the date upon which the Company receives the initial payment and a signed copy of this agreement.

 

2.1.2 ‘Conditions’ means the provisions set out below which shall be incorporated into this agreement in their entirety.

 

2.1.3 ‘Currency’ means pounds sterling.

 

2.1.4 ‘Expiry Date’ means 2 years from the ‘Commencement Date’.

 

2.1.5 ‘Intellectual Property’ means any patent, copyright, registered design, trade mark or other industrial or intellectual property right.

 

2.1.6 ‘Notice’ means notice complying with the terms of clause 12.10.

 

2.1.7 ‘Payments’ means the amounts listed.

 

2.1.8 ‘Services’ means the descriptions specified in Athlete agreement.

 

2.1.9. ‘Term’ means the period from the ‘Commencement Date’ until the ‘Expiry Date’.

 

2.2 Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

 

2.3 All agreements on the part of either or the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title to the parties.

 

3. Appointment.  The Client appoints the Company to provide the agreed Service for the Term in return for the Payments.

 

4. The Company’s obligations.

 

4.1 The Services to be provided by the Company are those specified in the Athlete Agreement and shall be carried out with reasonable care and skill and in accordance with the Company’s brochure and any other marketing material or website.

 

4.2 To indemnify and keep indemnified the Client from and against any and all loss damage or liability (whether criminal or civil) suffered (and legal fees and costs incurred) by the Client resulting from a breach of this agreement by the Company including:

 

4.2.1 Any act neglect or default of the Company’s employees or agents or

 

4.2.2 Breaches in respect of any matter arising from the supply of the Services resulting in any successful claim by any third party.

 

4.3.1 To maintain at its own cost a comprehensive policy of insurance to cover the liability of the Company in respect of any act or default for which it may become liable to indemnify the Client under the terms of his agreement.

 

4.3.2 To arrange that the minimum cover (per claim) of that policy is £2 million.

 

4.3.3 To increase such cover (yearly) by the (rate of increase in the retail prices index in the preceding 12 months).

 

4.4 To comply with the terms of any Notice specifying a breach of the provisions of this agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Client to serve notice of any breach before taking actions respect of it.

 

5. The Client’s obligations.  In consideration of the services be rendered by the Company under this agreement the Client agrees:

 

5.1 To make the payments promptly without demand deduction or set-off.

 

5.2 To use all reasonable endeavours to attend any Assessment, Fitness Test or Written Test requested by the Company upon receiving 14 days prior notice.

 

5.3 To authorize the Company to disclose all information obtained from and for the Client to third parties where the information is required to be given in order for the Company to provide the Service.

 

5.4 To complete the required Application Form and any other information form from time to time required to the best of their information knowledge and belief.

 

6. Intellectual property.  The specifications and designs of any publications supplied (including the copyright, design right or other intellectual property in them) shall be the property of the Company.

 

7. Cancellation.  The student-athlete and his/her parent or legal guardian understands that they have the right to a full refund within 7 working days of signing this agreement.  It is further understood that the applicant may stop the service at a later date, but that no refunds will be given and all monies outstanding to Sporting Scholarships USA (John Sparks) Ltd at that time will be paid in full.

 

8. Payment.  The Client shall pay the Company the Full Payment upon return of a signed copy of this agreement.  Any part payments of the full fee, must have been agreed with the Company in advance.

 

9. VAT. All sums payable under this agreement unless otherwise stated are inclusive of VAT and other duties or taxes.

 

10 No liability on part of the Company unless the Company in default.  The Company shall not be liable to the Client for the death of or injury to the Client or loss or damage to the Client’s property unless due to the negligence or other failure of the Company to perform its obligations under this agreement or under the general law.

 

11. Termination for breach.  The following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall end this agreement immediately and the rights and liabilities of the parties shall then be ended in accordance with Clause 12.

 

11.1 Failure on the part of the Client to make punctual payment of all sums due to the Company under the terms of this agreement.

 

11.2 Failure on the part of the Company to observe any obligations under this agreement not requiring Notice to be served and in the case of obligations requiring Notice to be served failure to comply with the terms of any Notice.

 

11.3 The Failure of the Client to attend any Assessment, Fitness Test or Written Test.

 

12. Termination consequences.  In the event of this agreement being ended:

 

12.1 The Client shall immediately pay to the Company:

 

12.1.1 All arrears of Payments and any other sums due under the terms of this agreement and

 

12.1.2 All further sums which would but for the end of this agreement have fallen due at the end of the Term less a discount for any accelerated payment at the rate of 8% per year.

 

12.2 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this agreement and the end of this agreement shall not affect or prejudice such rights and remedies and each party shall be and remain liable to perform all outstanding liabilities under this agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it and

 

12.3 Any right or remedy to which either party is or may become entitled under this agreement or in consequence of the other’s conduct may be enforced from time to time separately or concurrently with any right or remedy given by this agreement or now or afterwards provided for and arising by operations of law so that such rights and remedies are not exclusive of the other or others but are cumulative.

 

13. Miscellaneous.

 

13.1 Warranty.  Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so.

 

13.2 Receipt.  The receipt of money by either of the parties shall not prevent either of them from questioning the correctness of any statement in respect of such money.

 

13.3 Force Majeure.  Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible whereupon all money due under this agreement shall be paid immediately and in particular:

 

13.3.1 The Client shall immediately pay to the Company all arrears of Payments.

 

13.3.2 Each Party shall be liable to pay to the other damages for any breach of this agreement and all expenses and costs incurred by that party in enforcing its rights under this agreement.

 

13.4 Severance.  If any provision of this agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable or indications to that effect are received by either of the parties from any competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Company it may be severed from this agreement or the remaining provisions of this agreement shall remain in full force and effect unless the Company in the Company’s discretion decides that the effect of such declaration is to defeat the original intention of the parities in which event the Company shall be entitled to terminate this agreement by 30 days’ notice to the Client and the provisions of Clause 11 shall apply accordingly.

 

13.5 Whole agreement.  Each party acknowledges that this agreement and the Terms and Conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

 

13.6 Supersedes prior agreements.  This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties.

 

13.7. Discretion.  Any decision exercise of discretion judgment or opinion or approval of any matter mentioned in this agreement or arising from it shall be binding on a party only if in writing and shall be at its sole discretion unless otherwise expressly provided in this agreement.

 

13.8 Change of address.  Each of the parties shall give notice to the other of the change or acquisition of any address or telephone telex or similar number at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.

 

13.9 Notices.  All notices to be given under this agreement shall be in writing and shall either be delivered personally or sent by first class or airmail prepaid post or by telex, cable or facsimile transmission and shall be deemed duly served:

 

13.9.1 In the case of a notice delivered personally, at the time of delivery;

 

13.9.2 In the case of a notice sent inland by first class prepaid post, 2 clear business days after the date of dispatch;

 

13.9.3 In the case of a notice sent overseas by airmail 7 business days (being business days in the place to which the notice is dispatched) after the date of dispatch; and 

 

13.9.4 In the case of a telex, cable or facsimile transmission, if sent during normal business hours then at the time of transmission and if sent outside normal business hours then on the next following business day provided (in each case) that a confirmatory copy is sent by first class repaid post or by hand by the end of the next business day.

 

Each notice shall be addressed to the addressed to the address of the party concerned set out in this agreement or to such other address as that party shall have previously notified to the send.

 

13.10 The Company’s right to assign.  This agreement and all rights under it may be assigned or transferred by the Company.

 

13.11 Proper Law and Jurisdiction.

 

13.11.1 This agreement shall be governed by English Law in every particular including formation and interpretation and shall be deemed to have been made in England.

 

13.11.2 Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England and Wales.

 

13.11.3 The submission by the parties to such jurisdiction shall not limit the right of the Company to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.

 

13.11.4 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with Clause 12.9/

 

13.12 Rights cumulative.  All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this agreement shall restrict or prejudice the exercise of any other right grated by this agreement or otherwise available to it.

 

13.13 Survival of terms.  No term shall survive expiry or termination of this agreement unless expressly provided.

 

13.14 Waiver. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.

 

13.15 Costs.  Each of the parties shall pay any costs and expenses incurred by it in connection with this agreement.

 

13.16 Third party rights.  A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.

 

14. Arbitration.  All disputes or differences which at any time arise between the parties whether during the Term or afterwards touching or concerning this agreement or its construction or effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Charted Institution of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment of it for the time being in force.