Clubs Partnership Terms & Conditions | Decathlon

DECATHLON UK LIMITED incorporated and registered in England and Wales with company number 03140144 whose registered office is situated at Head Office, 9 Maritime Street, London, England, SE16 7FU (“Decathlon”).

BACKGROUND

A. By agreeing to these Terms and Conditions (“T&C”) Decathlon and the Partner commit to participate in a collaboration arrangement that will be signed in an Addendum and will bind the Parties to these T&C. The Parties shared the outcome of promoting sports in the community with as many people as possible. Decathlon wishes to participate in the growth of the Partner's reputation by allowing it to take advantage of its flow of athletes, its reputation and its products.

B. The purpose of these T&C is to set out the principles as a basis for a Partnership governing the Parties’ obligations for the achievement of this collaboration relationship subject to the following T&C.

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

Unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Addendum” means a separate document that adds to, clarifies, or modifies the original T&Cs. It becomes a part of the overall T&C and is legally binding once signed by all parties involved.

“Background IP” means, in relation to a Party, the Intellectual Property Rights owned by that Party or any member of its Group (or licensed to that Party or any member of its Group by a Third Party), including Decathlon’s Marks and the Partner’s Marks, together with any enhancements, modifications or additions to such Intellectual Property Rights.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party.

“Group” means, with respect to a Party, that Party and:
(a) any person in which on or after the date of the execution of these T&C, from time to time, that Party directly or indirectly:
  (i) owns more than half the capital, income, business assets or any other comparable equity or ownership interest;
  (ii) has the power to exercise 50% or more of the voting rights in such person;
  (iii) has the legal power to direct or cause the direction of the general management or affairs of such person;
  (iv) has the power to appoint or remove more than half the members of the supervisory board, board of directors or bodies legally representing such person; or
  (v) has the right to manage the business of such person;
(b) any person which directly or indirectly has in or over that Party, the rights or powers set out in paragraph (a) above (“Controller”); and
(c) any person in which a Controller directly or indirectly has the rights or powers set out in paragraph (a) above.

“Marks” means the Intellectual Property Rights of the Parties, as the same may be changed, modified or replaced by their respective Licensors (as defined in Clause 8.1) from time to time.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Partner” means the Club agreeing to this T&C and agreeing to the collaboration arrangements signed through the Addendum.

“Partnership” means the collaboration between Decathlon and the Club where they agree on different responsibilities and obligations that will be outlined in the signed Addendum.

“Party or Parties” means any individual/s, organization/s, or entity/ies that are legally bound by these T&C. This can include companies, partnerships, individuals, or any other legal entity.

“Personal Data” has the same definitions as given in the Data Protection Legislation and means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier, or by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person..

“Representatives” means directors, officers, employees, agents and advisers.

“Sanctioned Person” means (i) any person identified on a list of sanctioned persons maintained by the United Kingdom, United Nations, France, the European Union, the United States, or any other jurisdiction to which Decathlon or the Partner may be subject, including without limitation the OFSI Consolidated List, the US Specially Designated Nationals and Blocked Persons List, the Consolidated list of persons, groups and entities subject to EU financial sanctions, or the Consolidated United Nations Security Council Sanctions List; or (ii) any person owned or controlled by or acting on behalf of or at the direction of a person on any such list.

“Third Party” means a party other than Decathlon or the Partner or any member of their respective Groups.

“Trade Control Laws” means all applicable (i) economic, financial or trade sanctions laws and regulations, embargoes or restrictive measures, and (ii) import and export control laws and regulations, as they may be amended from time to time, of His Majesty’s Treasury, the United Nations, the Direction Générale du Trésor, the European Union, the United States, and any other jurisdiction to which Decathlon or the Partner may be subject.

1.2 Interpretation

1.2.1 The headings to the clauses of these T&C are for ease of reference only and shall be ignored in interpreting these T&C.
1.2.2 Reference to Recitals, Clauses and Addendum are reference to recitals, clauses and Addendum of or to these T&C which shall form part of these T&C.
1.2.3 References to writing shall include any modes or reproducing words in a legible and non-transitory form.
1.2.4 Words denoting the singular number only shall include the plural and vice versa, reference to the masculine gender shall include the feminine gender and neuter gender and vice versa.
1.2.5 A reference to a person includes a reference to an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or any public body.
1.2.6 A reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.
1.2.7 General words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.
1.2.8 References to “including” or “includes” shall mean “including, without limitation,” or “includes, without limitation,”.

2. TERM

2.1 These T&C shall apply when the mentioned Addendum is signed and shall continue for a one-year period (“Initial Term”). When it expires, it will renew automatically for periods of one year, unless terminated by either party in accordance with clause 6 (“Termination”).

3. COLLABORATION ARRANGEMENT

3.1 The collaboration arrangement will be specified in the signed Addendum.

4. UNDERTAKING

4.1 Each Party undertakes not to harm the image of the other Party, in particular by such each Party’s behaviour or by any remarks, whether these remarks concern such other Party or its products, services or activities.

5. CONFIDENTIALITY

5.1 During the Term of this Partnership and after it ends, each Party will keep confidential the terms of this Partnership and any and all confidential information that it may acquire in relation to the other Party and will not use the other Party’s confidential information for any purpose other than to perform its obligations under this Partnership.

6. TERMINATION

6.1 The Partner may terminate this Partnership, after the Initial Term, for any reason whatsoever at any time by giving Decathlon one (1) month’s notice in writing.

6.2 Decathlon may terminate this Partnership for any reason whatsoever at any time by giving the Partner seven (7) calendar days’ notice in writing.

6.3 The termination of this Partnership howsoever arising is without prejudice to the rights, duties and liabilities of a Party accrued prior to termination. The clauses in this Partnership which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

6.4 In the event the Parties have any dealings after termination of this Partnership, such dealings shall not be construed as a renewal of this Partnership or a waiver of such termination.

6.5 If a Party fails to comply with any of its obligations outlined in the signed Addendum, the other Party is entitled to terminate this Partnership without notice, by indicating its intention in writing and the reason for the termination at least 24 hours before the date selected for the termination.

7. MARKETING

7.1 If a Party is responsible for preparing, producing or distributing any marketing materials, the marketing materials prepared by that Party containing references to the other Party shall be provided to the other Party for approval at least 2 weeks prior to distribution (such approval to be not unreasonably withheld or delayed).

7.2 Each Party shall be responsible for all information and content (including write-ups and photographs) related to that Party that are published as part of the marketing materials.

7.3 Each Party shall ensure that any written information, content or photographic materials that it originates and provides to the other Party to be included in the marketing materials to be prepared by that other Party (including descriptions of the collaboration or such Party’s products or services being promoted):
(a)    are complete, correct and in compliance with applicable law; and
(b)    are not fraudulent, misleading, deceptive, misrepresentative or false, as at the date such item is provided.

8. USE OF MARKS

8.1 Each Party hereby grants, or shall procure the grant of, to the other Party, a non-exclusive, non-transferable and royalty-free licence for the Term to use its Marks in the United Kingdom for the purpose of the Partnership (including to prepare, produce and distribute marketing materials or to organise, host and promote events in connection with the Partnership) in accordance with this T&C (the Party granting the licence referred to as “Licensor” and the Party being granted the licence referred to as “Licensee”). The Licensee is not permitted to grant a sublicence of the Licensor’s Marks.

8.2 The Licensee acknowledges and agrees that the Licensor and/or other members of the Licensor’s Group own all rights, title and interest (including the Intellectual Property Rights) in and to the Licensor’s Marks.

8.3 The Licensee acknowledges and agrees that nothing in this Partnership confers, or is deemed, interpreted or construed as conferring onto the Licensee any right of ownership in any of the Licensor’s Marks. The Licensee agrees that it shall not now or in the future, and hereby irrevocably waives any right to, contest or dispute the validity of the Licensor’s (or members of the Licensor’s Group’s) ownership of any of the Licensor’s Marks.

8.4 The Licensee agrees:
(a) that any goodwill generated by use of the Licensor’s Marks shall accrue to the Licensor and members of the Licensor’s Group;
(b) not to make or procure any application to register as a trademark or otherwise obtain protection for any of the Licensor’s Marks or anything similar to them, whether during or after the Term;
(c) not to do, or omit to do, or permit to be done, any act which will or may damage or be detrimental to the Licensor’s Marks or the reputation or goodwill associated with the Licensor’s Marks, or which may invalidate or jeopardise any registration of the Licensor’s Marks; and
(d) to promptly notify the Licensor of:
  (i) any circumstance coming to its attention which may constitute an actual, threatened or suspected infringement of any of the Licensor’s Marks; and
  (ii) any claim by any Third Party that the Licensee’s use of the Licensor’s Marks infringes any rights of any other person.

8.5 The Licensee shall take such reasonable action in connection with any actual, threatened or suspected infringement or claim by any Third Party on the Licensor’s Marks, as the Licensor may request, at the cost and expense of the Licensor.

8.6 Without prejudice to the generality in Clause 10 (Indemnity), the Licensee shall indemnify and keep indemnified and hold harmless the Licensor and members of the Licensor’s Group on demand against any and all losses, damages, liabilities, costs (including legal fees) and expenses (collectively, “Losses”) of whatsoever nature wheresoever and howsoever arising incurred by the Licensor or members of the Licensor’s Group arising out of or in connection with a failure by the Licensee to comply with its obligations in relation to the Licensor’s Marks as set out in this T&C.

8.7 The Licensor may terminate the licence to use its Marks set out in Clause 8.1
(a) where the Licensee is in breach of its obligations under this Partnership, immediately on written notice; and
(b) in all other circumstances, by giving the Licensee no less than fourteen (14) calendar days' written notice.

8.8 Upon the expiry or termination of the Partnership:
(a) all rights granted to use the Licensor’s Marks will immediately terminate;
(b) the Licensee will immediately cease all use of the Licensor’s Marks;
(c) the Licensee will render to the Licensor all such assistance as may be necessary to enable the Licensor to cancel the registration (if any) of the Licensee as licensee of the Licensor’s Marks; and
(d) the Licensee shall remove all references to the Licensor’s Marks wherever they appear on any online or digital channels, mobile applications or platforms under its control or materials (whether in hardcopy or softcopy format) in its possession or the possession of its relevant service providers.

9. INTELLECTUAL PROPERTY

9.1 Subject to the T&C of this Clause 9, each Party (and its licensors) shall retain ownership of its Background IP, and the Parties acknowledge and agree that nothing in this Partnership is intended to transfer to any Party, any Background IP of another Party.

9.2 Without limiting or prejudice to Clause 8, each Party hereby grants to the other Party a non-exclusive, non-transferable and royalty-free licence for the Term to use its Background IP in the United Kingdom for the purpose of this Partnership.

9.3 Each Party warrants that the provision and use (and assignment, as applicable) of its respective Background IP in accordance with and in the manner intended or permitted by this Partnership will not infringe the Intellectual Property Rights of any Third Party or breach any applicable law.

9.4 Without prejudice to the generality in Clause 10 (Indemnity), each Party shall indemnify and keep indemnified the other Party on demand against any and all Losses of whatsoever nature wheresoever and howsoever arising incurred by that other Party (including any Losses which that other Party agrees to pay by way of settlement or compromise) to the extent related to or arising out of any claim by a Third Party alleging infringement of its Intellectual Property Rights by reason of the use or enjoyment of the such Party's Background IP in accordance with and in the manner intended by this Partnership.

9.5 Each Party shall notify the other Party as soon as reasonably practicable after becoming aware of any infringement or suspected or alleged infringement of the Intellectual Property Rights of any Third Party incorporated in any deliverables delivered by such Party arising out of or in connection with this Partnership.

9.6 The Partner warrants that it will not communicate false or inaccurate information regarding the areas made available by Decathlon, nor will it display posters with Decathlon logos without Decathlon's prior authorisation. Decathlon reserves the right to withdraw at any time a poster that may cause it any kind of harm.

9.7 The Partner shall use Decathlon logo, and brand with due care and in a manner that upholds Decathlon's reputation. The Partner shall ensure that such use does not cause harm, misrepresentation, or damage to the Company's goodwill.

10. INDEMNITY

10.1 Each Party (“Indemnifying Party”) shall indemnify and hold harmless each of the other Party and its Representatives and members of its Group (collectively and individually referred to as “Indemnifying Party”) against any and all Losses of whatsoever nature wheresoever and howsoever arising out of or otherwise related to any actual or alleged breach of this Partnership by or attributable to the Indemnifying Party.

10.2 Neither Party shall be liable to the other for:
(a) any loss of profit, loss of revenue, loss of goodwill, reputation or opportunity; or any loss of anticipated savings in each of the foregoing whether direct or indirect; or
(b) any indirect or consequential loss, in each case arising out of or in connection with this Partnership or any breach or non-performance of this Partnership no matter how fundamental (including by reason of negligence) and whether or not the other Party had been informed of or was aware that there was a serious possibility of such loss.

10.3 Without prejudice to the exclusion and limitations of liability above, each Party’s total liability to the other Party arising under or in connection with this Partnership or arising from or in connection with any breach or non-performance of this Partnership no matter how fundamental (including by reason of negligence) in contract, tort or otherwise shall be limited to £10,000.

10.4 Notwithstanding any contrary provision in this Partnership, neither Party limits or excludes its liability in respect of death or personal injury, fraud or fraudulent misrepresentation, infringement of the Marks or Intellectual Property Rights including indemnity under Clause 8.6 (Marks) or 9.4 (Intellectual Property Rights), breach of Data Protection Legislation, or any statutory or other liability which cannot be excluded under applicable law.

11. INSURANCE

Each Party will effect and maintain insurance with a substantial and reputable insurance company to cover own liabilities under this Partnership or statute including but not limited to Employers’ and Public Liability (if applicable) in each case. Each Party will, on request, produce such evidence as the other Party may require.

12. FORCE MAJEURE

Neither Party shall have any liability to the other if it is prevented from performing its obligations under this Partnership by force majeure, which for these purposes means strikes (other than those of its own employees or that affect only its sector), acts of terrorism or war, riot, epidemic, explosion and severe extremes of weather. Force majeure does not include breakdown of equipment, a shortage of funds, sickness or changes in law.

13. DATA PROTECTION

13.1 The Parties agree that they do not intend to share any Personal Data for processing within the meaning of the Data Protection Legislation in connection with this Partnership. Should any Personal Data sharing become necessary, the Parties will ensure compliance with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018, and will enter into a separate data sharing Partnership to govern such processing.

13.2 This Clause 13 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.

13.3 Each Party shall implement and maintain a comprehensive written information security programme that contains appropriate security measures to safeguard all data that such Party receives, stores, maintains, processes or otherwise accesses arising out of or in connection with this Partnership.

14. ANTI-BRIBERY

14.1 In performing its obligations under this Partnership, each Party shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
(b) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010;
(c) have and maintain in place during the Term its own policies and procedures including adequate procedures under the Bribery Act 2010; and
(d) promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Partnership.

14.2 A Party may terminate this Partnership with immediate effect by giving written notice to the other if the other Party commits a breach of this Clause 14.

15. MODERN SLAVERY AND HUMAN TRAFFICKING

15.1 In performing its obligations under this Partnership, each Party:
(a) shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including the Modern Slavery Act 2015;
(b) shall have and maintain during the Term its own policies and procedures to ensure its compliance;
(c) warrants that (at the date of this Partnership), neither it nor any of its officers, employees, or other persons associated with it, has been convicted of any offence involving slavery and human trafficking and to the best of its knowledge has been or is the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking;
(d) shall notify the other Party as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Partnership; and
(e) shall indemnify the other Party against any or all damages, costs, expenses and/or losses including legal costs including legal costs incurred by the other Party as a result of the Party’s non-compliance with the applicable anti-slavery and human trafficking laws.

15.2 The Partner shall be deemed to have full knowledge of all the Decathlon’s Code of Conduct for Business Partners and shall observe, perform and comply with such Code of Conduct.

15.3 A Party may terminate this Partnership with immediate effect by giving written notice to the other if the other Party commits a breach of this Clause 15.

16. SANCTION

16.1 Each Party represents, warrants and undertakes that it and its directors, officers or persons of significant control are not Sanctioned Persons.

16.2 Each Party shall not take any action or make any omission that could cause the other Party to be in breach of or otherwise be exposed to any restriction or penalty pursuant to or suffer any adverse consequences of any kind arising from, any Trade Control Laws or to be designated as a Sanctioned Person.

16.3 A Party may terminate this Partnership with immediate effect by giving written notice to the other if the other Party commits a breach of this Clause 16.

17. GENERAL

17.1 The Parties may not assign, dispose of, sub-licence, sub-contract or otherwise transfer this Partnership nor any or all of their rights and obligations hereunder to any third party without the prior written consent of the other Party.

17.2 No variation or amendment of this Partnership will be effective unless in writing and signed by the authorising officer of each Party.

17.3 If any provision of this Partnership is held by any court or other competent authority to be void or unenforceable (in whole or part), the other provisions of this Partnership and the remainder of the affected provisions shall continue to be valid.

17.4 Unless otherwise agreed in writing, each Party shall be responsible for its own costs incurred in performing the tasks contemplated by this Partnership.

17.5 Nothing in this Partnership shall create or establish any agency, employment, joint venture, partnership or corporate relationship between the Parties and no Party is authorised to bind any other Party, contractually or otherwise, or to provide warranties or representations on behalf of any other Party.

17.6 This Partnership constitutes the entire Partnership and understanding between the Parties with respect to the subject matter of this Partnership, and supersedes and extinguishes any prior drafts, Partnerships, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.

17.7 Notwithstanding any other provisions of this Partnership, a person who is not a party to this Partnership shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (“Act”) to enforce any provisions of this Partnership. This does not affect, however, any right or remedy of such third party which exists or is available apart from the Act.

17.8 This Partnership is governed by the laws of England and Wales and the Party irrevocably submit to the exclusive jurisdiction of the English and Welsh courts.

17.9 Members are encouraged to check these T&Cs regularly and Decathlon UK reserves the right to modify the T&Cs at any time without notice. However, any substantial changes may be communicated upon reasonable notice.

17.10 You shall not assign, transfer, or otherwise dispose of all or any of your rights under these T&C. A person who is not a party to these T&Cs shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these T&C, but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

17.11 Any access and usage of the Website and the Decathlon App will be governed by the Terms of Use.

17.12 Any sales on the Website and the Decathlon App will be governed by the Terms of Supply.

17.13 These T&Cs replace all previous versions and are corrected as of 07/03/2025.