Club Agreement.

Parties

(1) Sportalcom 2026 Limited, a company registered in England and Wales with company number 17113507, whose registered office is at 10 Far Croft, Breaston, Derby, England, DE72 3HL, trading as Sportabal (“Sportabal”, “we”, “us” or “our”); and

(2) the club, academy, governing body or other employer identified in the Commercial Schedule (the “Club”).

Background

Sportabal operates an online marketplace at sportabal.com (the “Platform”) through which it supplies personalised services to Fans as principal, engaging Sports Stars to perform the underlying services. The Club wishes to subscribe for an account on the Platform to on-board one or more of its current or former players, members or representatives as Sports Stars. This Agreement sets out the basis on which the Club does so, and is read together with the Commercial Schedule, the Website Terms of Use, and the Refund and Cancellation Policy, the Privacy Policy and the GDPR Consent Notice published on the Platform.

1. Definitions

• Booking — an order by a Fan for a Service, placed through the Platform and confirmed by Sportabal. Each Booking is a contract for the Service between the Fan and Sportabal, which supplies the Service as principal.
• Booking Fee — the all-in price of the Service paid by the Fan to Sportabal, comprising the Star Rate, Sportabal’s commission and any applicable UK VAT.
• Club Dashboard — the area of the Platform made available to the Club to administer the Roster, view Bookings and reporting, and manage opt-in by individual Sports Stars.
• Club Share — the share of the Star Rate released to the Club for each delivered Booking by a Sports Star on the Roster, as set out in the Commercial Schedule (by default, 15% of the Star Rate). The Club Share is paid out of the Star Rate and reduces the amount payable to the Sports Star accordingly; it is not paid out of Sportabal’s commission.
• Commercial Schedule — the document setting out the Roster, the Subscription Fee, the Club Share, payment details, and any roster-specific terms (Schedule 1), which may be updated from time to time over the Platform.
• Fan — any individual or business that uses the Platform to book a Service.
• Roster — the list of Sports Stars on-boarded under this Agreement, as set out in the Commercial Schedule and updated from time to time.
• Services — the services performed by the Sports Stars on the Roster and supplied by Sportabal to Fans through the Platform.
• Sports Star — a current or former professional sportsperson, coach or sporting personality who performs Services through the Platform under the Sports Star Agreement.
• Sports Star Agreement — the agreement between each Sports Star and Sportabal governing the Sports Star’s use of the Platform.
• Star Rate — the price a Sports Star sets for a Service, before Sportabal’s commission and VAT. For a Sports Star on the Roster, the Star Rate is shared between the Sports Star and the Club as set out in the Commercial Schedule (by default, 85% to the Sports Star and 15% to the Club as the Club Share).
• Subscription Fee — the platform subscription payable by the Club per Sports Star on the Roster, at the rate and on the basis set out in the Commercial Schedule.

2. Roles

Sportabal operates the Platform, enters into a Sports Star Agreement with each Sports Star on the Roster, and supplies each Booking to the Fan as principal. The Club is not a party to any Booking between a Fan and Sportabal.

The Club acts as the on-boarding employer (or equivalent) for the Sports Stars on the Roster. The Club is responsible for promoting Sportabal to the Roster, supporting on-boarding, granting any necessary employer / image-rights releases (clause 6), and complying with its obligations under this Agreement. Nothing in this Agreement creates any employment, partnership, joint venture or agency between the parties beyond what is expressly stated. The relationship between the Club and the Sports Stars on the Roster is governed by their underlying contracts and is not affected by this Agreement.

3. Subscription and Roster on-boarding

3.1 Subscription Fee

The Club pays the Subscription Fee per Sports Star on the Roster as set out in the Commercial Schedule, collected by Direct Debit unless otherwise agreed. The Subscription Fee is inclusive of UK VAT at the prevailing rate, itemised on the Club's invoice, and is non-refundable except for Roster members never activated on the Platform.

3.2 Commercial arrangement

The Commercial Schedule records the specific commercial arrangement agreed between Sportabal and the Club, including the Subscription Fee, the Club Share, the scope of Services covered, and any agreed marketing, support or roster-specific terms.

3.3 On-boarding

On execution of this Agreement and the Commercial Schedule, Sportabal will seek to on-board the Roster within seven (7) Business Days, dependent on the support of the Club and each Sports Star. Each Sports Star must (a) complete identity verification, (b) accept the Sports Star Agreement, (c) complete the Star Signup Form including a Direct Debit Mandate, and (d) opt in to the Roster via the Club Dashboard. The Club is responsible for facilitating this for each member of the Roster.

3.4 Adding or removing Roster members

The Club may add or remove Sports Stars from the Roster at any time by updating the Commercial Schedule and notifying Sportabal in writing or over the Platform. Subscription Fees are pro-rated for additions and non-refundable for removals except where the removed Sports Star was never activated.

4. Roster control and opt-in

Every Sports Star on the Roster must opt in via the Club Dashboard. The Club approves: (a) which of its Sports Stars appear on the Platform; (b) the Services each may offer (within the categories the Platform supports); and (c) the price floors (if any) at which they may list. Within those limits, each Sports Star sets the Sports Star’s own Star Rate via the Star Signup Form. The Club may withdraw approval for an individual Sports Star at any time, with effect on the conclusion of any then-current Bookings.

4.1 Notifications of Roster cancellations and Strikes

Sportabal will notify the Club, via the Club Dashboard or in writing, of any Strike accruing against a Sports Star on the Roster under the Sports Star Agreement (broadly, any cancellation of an accepted Booking within fourteen (14) days of the scheduled date, or any No-Show, save force majeure). The Club may use this to discuss conduct, provide support, or withdraw approval. Where Sportabal is considering suspending or terminating a Roster Sports Star for repeated cancellations, it will, where reasonably practicable, consult the Club first.

4.2 Premium Bookings

Bookings designated as Premium Bookings are subject to extended cancellation windows for the Sports Star under the Sports Star Agreement. The Club acknowledges this protects Fans booking Roster members for special occasions and will support the Roster’s compliance with the Premium Booking framework and any codes of conduct.

5. Club Share, payouts and invoicing

5.1 Booking-level economics

For each delivered Booking by a Sports Star on the Roster, Sportabal will (a) pay the Sports Star their share of the Star Rate under the Sports Star Agreement; (b) release the Club Share to the Club; and (c) retain Sportabal’s commission and account for VAT and any processing charges. The Star Rate is shared between the Sports Star and the Club as set out in the Commercial Schedule (by default, 85% to the Sports Star and 15% to the Club as the Club Share); the Club Share is paid out of the Star Rate and not out of Sportabal’s commission. Sportabal’s commission is charged on top of the Star Rate, and UK VAT is added to the total, as set out in the Website Terms of Use. By way of illustration, on a Booking with a Star Rate of £100 and a 15% Club Share: the Sports Star receives £85, the Club receives £15, Sportabal’s commission is £20 and UK VAT is £24, giving an all-in Booking Fee of £144.

5.2 Payouts to the Club

Sportabal will release Club Shares to the Club’s nominated bank account on a calendar-month basis, in arrears, with a remittance statement showing the Bookings, Booking Fees, Sports Stars, Club Shares and any deductions.

5.3 Invoicing

Sportabal will issue invoices to the Club for the Subscription Fee in accordance with the Commercial Schedule. The Club Share is consideration for the Club’s marketing and roster-management services to Sportabal and will be self-billed by Sportabal under a self-billing arrangement unless the parties agree otherwise. The Club will, on request, provide its VAT registration details and any other information reasonably required for invoicing, and will issue (or accept self-billed) VAT invoices for the Club Share where required.

5.4 Tax

Sportabal is the supplier of the Services to Fans and is responsible, as principal, for charging and accounting for VAT on the Booking Fee. The Subscription Fee and (where applicable) the Club Share are subject to VAT as set out above. Sportabal takes no responsibility for the onward tax treatment of any amount once paid to the Club, and the Club shall indemnify Sportabal against any tax, interest or penalty arising from the Club’s failure to apply the correct tax treatment to sums it receives.

5.5 Effect of cancellations on Club Share

Fan refunds processed by Sportabal, and Cancellation Charges payable by Roster Sports Stars to Sportabal under the Sports Star Agreement, are matters between Sportabal, the relevant Fan and the relevant Sports Star. They do not affect Club Share owed for other delivered Bookings, and the Club has no entitlement to a share of any Cancellation Charge.

6. Employer, IP and image-rights releases

The Club represents and warrants that, in respect of each Sports Star on the Roster:

• the Club has the authority, as the Sports Star’s employer or contracting club (and after taking account of any league or governing-body rules), to permit the Sports Star to participate on the Platform and perform the Services;
• the Club has obtained, or arranged for the Sports Star to obtain, all consents, releases or waivers required from any third party (including any image-rights body, sponsor, league or governing body) for the Sports Star to use their name, image, likeness, voice, signature and Club affiliation on the Platform and in the Services;
• the Club’s participation and the appearance of the Roster on the Platform do not and will not breach any agreement between the Club and any third party; and
• the Club will inform Sportabal as soon as reasonably practicable if any of the above ceases to be true for any Sports Star on the Roster.

7. Marketing and brand

The Club grants Sportabal a non-exclusive, royalty-free, sub-licensable licence to use the Club’s name, marks, logos and agreed Roster materials on the Platform and in Sportabal’s marketing to promote the Roster, the Platform and the Bookings available. The Club retains ownership of those rights. Sportabal grants the Club a non-exclusive, royalty-free licence to use Sportabal’s name, marks and approved materials to promote the Roster’s availability. Each party will comply with the other’s reasonable brand guidelines. The Club agrees to undertake the marketing activities set out in the Commercial Schedule and is not obliged to undertake any marketing that conflicts with its existing commercial arrangements.

8. Club Dashboard, support and reporting

Sportabal will provide the Club with access to the Club Dashboard, through which the Club may (a) view the Roster and each Sports Star’s on-boarding status; (b) approve or remove Services and price floors; (c) view Bookings, earnings and payouts at Club and Sports Star level; (d) raise support tickets; and (e) access reporting for its management and finance functions. Sportabal will provide reasonable customer-support and dispute-handling, currently on a 5-Business-Day SLA for most matters, with priority handling for Club escalations.

9. Confidentiality

The Commercial Schedule, the Club Share, Sportabal’s pricing structure, the terms of this Agreement, and any commercial information disclosed in connection with the Platform are confidential, and each party will keep them confidential except (a) to professional advisers under a duty of confidence, (b) as required by law, a regulator or governing body, or (c) with the other party’s prior written consent. The Club’s and Sports Stars’ names, marks and logos may be used by Sportabal in its general marketing, subject to clause 7.

10. Liability and indemnity

10.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

10.2 Subject to clause 10.1, and to the maximum extent permitted by law: (a) neither party is liable to the other for loss of profit, loss of business, business interruption, loss of opportunity, loss of anticipated savings, loss of goodwill or any indirect or consequential loss; (b) each party’s total aggregate liability to the other in any twelve-month period is limited to the total Subscription Fees and Club Shares paid or payable under this Agreement during that period; and (c) Sportabal is not liable to the Club for the acts or omissions of any Fan, Sports Star or third party.

10.3 The Club will indemnify Sportabal, and keep it indemnified, on demand against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) any breach by the Club of its warranties in clause 6; (b) any claim by a Sports Star on the Roster, their representatives, any sponsor, league or governing body in respect of the Sports Star’s participation; and (c) any breach of this Agreement by the Club. This indemnity does not apply to the extent a claim arises out of Sportabal’s own negligence, wilful misconduct or breach of law.

11. Term and termination

This Agreement starts on the Effective Date in the Commercial Schedule and continues for an initial term of twelve (12) months, renewing automatically for successive twelve-month periods unless either party gives at least sixty (60) days’ written notice of non-renewal before the end of the then-current term. Either party may terminate immediately on written notice if (a) the other is in material breach and (if capable of remedy) has failed to remedy within thirty (30) days of notice; (b) the other suffers an insolvency event; or (c) any law or regulator requires it. On termination: (i) Subscription Fees for periods already started are non-refundable; (ii) Bookings already accepted are completed, with payouts processed accordingly; and (iii) clauses 5 (amounts owed), 6 (subsisting releases and warranties), 9, 10, 12 and 15 survive.

12. Data protection

Each party will comply with applicable data-protection law in respect of personal data it handles in connection with this Agreement. The parties act as independent data controllers in respect of personal data of Fans and Sports Stars handled under the Platform. Where one party processes personal data on behalf of the other, the parties will enter into appropriate data-processing terms. Sportabal’s general data-protection arrangements are set out in the Privacy Policy and GDPR Consent Notice.

13. Anti-bribery and compliance

Each party will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions, modern-slavery and other relevant laws, and with any code of conduct of a governing body or league applicable to the Roster.

14. Changes to this Agreement

Sportabal may amend this Agreement from time to time, on at least sixty (60) days’ written notice, taking effect as specified in the notice. The Club may terminate under clause 11 if it does not accept a material change, and the change will not be effective pending termination.

15. Governing law and disputes

This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales, whose courts have exclusive jurisdiction. Before commencing proceedings, the parties will first attempt to resolve any dispute through good-faith escalation between senior representatives.

16. Notices

Notices to Sportabal should be sent to hello@sportabal.com. Notices to the Club are sent to the contacts in the Commercial Schedule. Notices are deemed received on the day of sending if a Business Day, otherwise the next Business Day.

17. Miscellaneous

Entire agreement. This Agreement, the Commercial Schedule, the Website Terms of Use, the Refund and Cancellation Policy, the Privacy Policy and the GDPR Consent Notice constitute the entire agreement between the parties in respect of the Club’s participation.

Order of priority. If there is any inconsistency: (1) the Commercial Schedule; (2) this Agreement; (3) the Refund and Cancellation Policy; (4) the Website Terms of Use; (5) the Privacy Policy and GDPR Consent Notice.

No waiver.

Severability.

Assignment — neither party may assign without the other’s prior written consent, except that Sportabal may assign to a group company or a buyer of its business.

Third-party rights — no person other than Sportabal and the Club has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999, save as expressly stated.

Counterparts — this Agreement may be signed in counterparts and exchanged electronically.

Execution

This Agreement is executed for and on behalf of each party as set out in the Commercial Schedule, which is incorporated by reference. By signing the Commercial Schedule, the Club confirms it has read, understood and accepted this Agreement.

Schedule 1 — Commercial Schedule

For and on behalf of Sportalcom 2026 Limited: ……………………………………. Director

For and on behalf of [insert Club legal entity name]: ……………………………………. Authorised Signatory

Sportalcom 2026 Limited (company number 17113507), trading as Sportabal · 10 Far Croft, Breaston, Derby, England, DE72 3HL · hello@sportabal.com