Terms and Conditions

November 2022 – Version [1]

CONTENT

1.SUBJECT MATTER .......................................................................................................................................................... 3

2.TERMINOLOGY .............................................................................................................................................................. 3

3. PRESTATIONS DE SERVICES – DISPOSITIONS GENERALES .................................................................................... 5

4.PAYMENT BY NEW CLUB TO FCH ............................................................................................................................... 6

5.PAYMENT BY FCH TO TRAINING CLUB(S) .................................................................................................................. 7

6.COMPLIANCE ASSESSMENT ........................................................................................................................................ 8

7.INABILITY TO PROCESS CERTAIN TRANSACTIONS ................................................................................................... 8

8.QUALITY OF SERVICES .................................................................................................................................................. 8

9.DEADLINES FOR PROVISION OF SERVICES ................................................................................................................ 9

10.DISCONTINUATION, SUSPENSION OR MODIFICATION OF SERVICES.................................................................. 9

11.RIGHTS AND OBLIGATIONS OF CUSTOMER IN GENERAL ..................................................................................... 9

12.COOPERATION DUTIES OF CUSTOMER ................................................................................................................. 10

13.USE OF DATA BY FCH ............................................................................................................................................... 10

14.USE OF DATA BY CUSTOMER .................................................................................................................................. 10

15.INTELLECTUAL PROPERTY RIGHTS ......................................................................................................................... 10

16.CUSTOMER WARRANTIES ........................................................................................................................................ 11

17.INFRIGEMENT OF THIRD-PARTY RIGHTS BY SERVICES ........................................................................................ 11

18.LIABILITY, INDEMNIFICATION, AND SANCTIONS.................................................................................................. 12

19.SECURITY ................................................................................................................................................................... 13

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20.CONFIDENTIALITY..................................................................................................................................................... 13

21.DATA PROTECTION................................................................................................................................................... 14

22.TERM, EXPIRATION AND CANCELLATION OF CONTRACT ................................................................................... 14

23.ASSIGNMENT............................................................................................................................................................. 15

24.SEVERABILITY AND WAIVER..................................................................................................................................... 15

25.ENTIRE AGREEMENT AMENDMENTS ..................................................................................................................... 15

26.NOTICES AND QUERIES ........................................................................................................................................... 16

27.DISPUTE MANAGEMENT.......................................................................................................................................... 16

28.APPLICABLE LAW AND ARBITRATION .................................................................................................................... 16

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1. SUBJECT MATTER

1.1 FIFA Clearing House SAS (also FCH or FIFA Clearing House) is a separate entity from FIFA and has been
set up with the sole purpose of operating as an intermediary in relation to payments deriving from the
football transfer system in accordance with the FIFA RSTP. Further information regarding the activities of
FCH is set out in the FCH Regulations.

1.2 FCH will only provide the Services to Customers in connection with a Training Rewards Trigger upon
acceptance by Customer of these Terms and Conditions, which will be shared by FCH with the Customer
as soon as reasonably practicable after receipt of an Allocation Statement relating to a Training Rewards
Trigger in respect of Customer.

1.3 For the avoidance of doubt, with respect to each Training Rewards Trigger, a new Contract will come
into existence upon acceptance of these Terms and Conditions. Consequently, it is understood and agreed
that FCH will only be obliged to perform the Services subject to the provisions of these Terms and
Conditions, including satisfactory compliance assessments.

1.4 Any terms and conditions of or referenced by the Customer are hereby expressly rejected by FCH.

2. TERMINOLOGY

2.1 The capitalised terms used in these Terms and Conditions have the following meanings:
- ACPR: the French prudential control and resolution authority (autorité de contrôle prudentiel et
de résolution), the supervising authority of FCH, located at 4 place de Budapest, 75009 PARIS cedex
9, France (www.acpr.banque-france.fr).
- Acquisition of payment operations: acceptance and processing by FCH of payment transactions.
- Allocation Statement: the document issued by the FIFA general secretariat to the FIFA Clearing
House that provides it with the necessary information to process payments, notably the paying
and receiving parties and the amounts to be distributed. This document is sent to the FCH system
via TMS.
- Club: a member of an association (that is a Member Association of FIFA) or a member of a league
recognised by a Member Association that enters at least one team in a competition.
- Confidential Information: any and all information (including but not limited to documents, data
files, emails), irrespective of its form and the manner of its disclosure, (i) that FCH directly or
indirectly discloses or makes available to Customer in connection with the Contract; or (ii) that is
generated by Customer based on the aforesaid information; or (iii) that concerns the contents of
these Terms and Conditions. The preceding definition notwithstanding, Confidential Information
will not include any of the following:
o information that has become publicly known without Customer having breached its duties
or otherwise being responsible;
o information that Customer has generated or obtained itself independently of the
disclosure by FCH;
o information that FCH has excluded from the confidentiality obligations in advance;
o the FIFA ID; or
o any anonymised aggregate data (such as statistics on gender, year of birth, etc.) compiled
by FCH on the basis of Data.

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 - Contract: the agreement between FCH and the Customer for a definite period relating to the
Services in connection with a Training Rewards Trigger governed by these Terms and Conditions,
including any amendments and addenda.
- Training Rewards Trigger: an event triggering the obligation to pay Training Rewards by a New
Club to one or more Training Clubs as set out in the relevant Allocation Statement.
- Customer: a New Club, Training Club, or Member Association that uses the Services of FCH.
- Data: any data disclosed or otherwise made available by the Customer to FCH in respect of the
Services. For the avoidance of doubt, Data may include, without limitation, Confidential
Information and Personal Data.
- Data Subject: an identified or identifiable natural person about whom Personal Data is processed.
An identifiable natural person is one who can be identified or singled out, directly or indirectly, in
particular by reference to an identifier.
- Distribution Statement: the document generated by the FIFA Clearing House that contains
information about payments of training rewards to which the training club(s) in question is (are)
entitled.
- Execution of credit transfers: service provided by FCH consisting in crediting funds from the
account of a payer to the account of a beneficiary.
- FCH: the FIFA Clearing House SAS, a société par actions simplifiée, whose registered office is
located at 4, Rue Royale, 75008 Paris, France, registered with the Paris Trade and Companies
Register under number 908 028 715, licensed as a payment institution with the ACPR under the
CIB number 17558 as evidenced in the French Financial Agent Register (Regafi) which can be
consulted here: www.regafi.fr.
- FCH Regulations: FIFA Clearing House Regulations (as amended from time to time).
- FIFA: Fédération Internationale de Football Association.
- FIFA Congress: the supreme and legislative body of FIFA.
- FIFA ID: the unique identification number of a Member Association or Stakeholder.
- FIFA RSTP: the FIFA Regulations on the Status and Transfer of Players (as amended from time to
time).
- Intellectual Property Rights: all intellectual property and other intangible proprietary rights of
any nature protected by law and existing at any time, in each case whether registered or
unregistered, including without limitation all copyright, design rights, utility models, patents, petty
patents, inventions, secret processes, know-how, service marks, logos, trade or business names,
trademarks, domain names, get-up, trade dress, moral rights, database rights, source codes,
reports, drawings, specifications, trade secrets, software designs, semi-conductor rights,
topography rights, rights in the nature of unfair competition, the right to sue for passing off, and
any other rights similar or equivalent to any of the foregoing and subsisting anywhere in the world
and in each case any application of any such right or registration of the same.
- Member Association: a football association that has been admitted into membership of FIFA by
the FIFA Congress.
- Minor: a Player who has not yet reached the age of 18.
- New Club: the Club that a Player is joining and that is obliged to pay Training Reward(s), or the
Club where a Player is registered for the first time as a professional Player, as the case may be.
- Parties: jointly FCH and Customer.
- Party: either FCH or Customer.
- Personal Data: any information relating to an identified or identifiable natural person (Data
Subject).
- Player: any football player licensed by a Member Association.
- Payment Account: the payment account opened by FCH to Customers in order for the Customers
to benefit from the Services.

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 - Services: the payment services provided by FCH to Customers in relation to the processing of
payments of Training Rewards in respect of a single Training Rewards Trigger between Clubs. Once
their Payment Account has been opened, Customers receive from FCH the payment services of
both Acquisition of payment operations and Execution of credit transfers. The Services do not
include any activities in relation to the process of calculating and determining Training Rewards as
described in articles 4 through 11 of the FCH Regulations for which process FIFA is solely
responsible.
- Solidarity Contribution: the solidarity contribution as described in article 21 in conjunction with
Annex 5 of the FIFA RSTP.
- Stakeholder: a natural person, entity, or organization that is not a Member Association or body of
FIFA but has an interest or concern in FIFA’s activities, that may affect or be affected by FIFA’s
actions, objectives, and policies, in particular Clubs, Players, coaches, and professional leagues.
- Terms and Conditions: these terms and conditions of FCH.
- TMS: a web-based data information system with the primary objective of simplifying the process
of international player transfers as well as improving transparency and the flow of information.
- Training Club: a Club that has contributed to a Player’s education and training between the ages
of 12 and 21 (Training Compensation) or the ages of 12 and 23 (Solidarity Contribution).
- Training Compensation: the training compensation as described in article 20 in conjunction with
Annexe 4 of the FIFA RSTP.
- Training Rewards: the reward mechanism as described in the FIFA RSTP, consisting of the Training
Compensation and the Solidarity Contribution, that compensates Training Clubs for, among other
things, their role in the training and education of young Players.

2.2 Words used in the singular include the plural and vice versa.

2.3 In case of any inconsistency, the English version of these Terms and Conditions will prevail over any
other language versions.

3. PRESTATIONS DE SERVICES – DISPOSITIONS GENERALES

3.1 The Customer requires from FCH to be provided with the payment services of Acquisition of payment
operations and Execution of a credit transfer. In order to receive these services, the Customer requires
FCH to open and operate a Payment Account.

3.2 The Payment Account can only be opened in the name of the Customer, and denominated in EUR, USD
or GBP. The Payment Account can only be used by Customers in order to receive and transfer Training
Rewards for the exact amount and currency shown in the Payment Notifications issued by FCH. The
Payment Account does not allow overdraft, credit line or credit services and cannot be linked to a payment
instrument.

3.3 Funds credited on the Payment Account remain available so that the Customer can execute payment
transactions such as further described in clauses 4 and 5 below.

3.4 All transactions carried out by the Customer are recorded in the relevant Payment Account at the time
of their execution. Any difference between the transaction date and the date on which the transaction is
recorded on the relevant Payment Account corresponds only to the time required for the transmission of
the information and the recording of the transaction.

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3.5 Subject to section 7 and clause 10.1 of these Terms and Conditions, FCH will provide the Services.

3.6 FIFA is solely responsible for the process of calculating and determining Training Rewards as set out in
articles 4 through 11 of the FCH Regulations, including the generation of the Allocation Statement.
Customer acknowledges and agrees that (i) the Allocation Statement sent by FIFA to FCH via TMS is final
and binding and (ii) FCH is not involved in and will in no event be responsible or liable for the outcome of
the process of calculating and determining Training Rewards.

3.7 Any payments of Training Rewards to be made by FCH as part of the Services to the Training Club(s)
are subject to the transfer of sufficient funds by the New Club to its Payment Account. FCH is under no
obligation and will not be liable to pay any Training Rewards to a Training Club if the New Club does not
fully transfer the respective Training Rewards to its Payment Account. FCH will further not be liable for any
loss suffered by Customer as a result of bankruptcy or resolution schemes imposed on the bank with
which FCH maintains the bank account into which the New Club transfers the Training Rewards.

3.8 FCH will only accept payment of Training Rewards through a bank transfer from a bank account in the
name of the Customer. Any other forms of payment, for example but not limited to: physical cash (notes
and coins), credit card, check, or crypto currency, are not accepted and FCH will refuse any such payment.

3.9 In providing the Services, FCH is free to use subcontractors as it chooses.

3.10 FCH will not charge Customer a fee for the Services. Notwithstanding this, the Parties agree that
Customer is responsible for and will bear any costs necessary for the receipt, implementation, and use of
the Services.

4. PAYMENT BY NEW CLUB TO FCH

4.1 Subject to the New Club and each Training Club passing a compliance assessment in accordance with
section 6 of these Terms and Conditions and FCH satisfying the relevant requirements in relation to,
without limitation, international payment sanctions, anti-money laundering, and counter-terrorism
financing, FCH will open a Payment Account and provide the Services (both Acquisition of payment
operations and Execution of credit transfers) to the New Club.

4.2 FCH then issues a Payment Notification to the New Club specifying the total amount of Training
Rewards due and the relevant IBAN to which the funds must be credited. In case the Services involve
multiple Training Clubs and a Training Club does not pass the aforementioned compliance assessment,
FCH will only issue a Payment Notification to the New Club specifying the amount of Training Rewards due
by the Training Clubs that have passed the compliance assessment. The remaining amount of the Training
Rewards will be requested from the New Club if (i) the relevant Training Club passes the compliance
assessment within six months of the date of the first compliance assessment in accordance with article 16
of the FCH Regulations or (ii) the relevant Training Club fails to pass the compliance assessment within six
months of the first compliance assessment, in which case the requested Training Rewards will be allocated
to the relevant Member Association in accordance with article 17 (8) (b (i))of the FCH Regulations. The
Payment Notification will be sent by e-mail pursuant to the contact information available in TMS.

4.3 Upon receipt of the Payment Notification, by signing these Terms and Conditions the New Club is
considered to have given the order to acquire a payment transaction and will credit in this respect the
requested amount within thirty (30) days to its Payment Account and in the currency stated on the
Payment Notification of FCH.

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4.4 The New Club must itself pay the requested amount. The New Club may not transfer or assign its
obligation to pay the requested amount to any other party or have a third party pay the Training Rewards
on its behalf.

4.5 Once credited on the Payment Account, the funds are available to the New Club. By signing these Terms
and Conditions the New Club is considered to have given the orders to FCH:

- to transfer the appropriate amounts to the Payment Account of the Training Clubs or relevant
party following the Payment Notification issued by FCH pursuant to clause 4.1, and
- to close the relevant Payment Account once the transfer to the Training Clubs or relevant party is
done.

4.6 Subject to section 5.1 of these Terms and Conditions, the order is executed as soon as possible, in
compliance with the FCH Regulations.

4.7 The New Club will bear any bank fees accrued for payment into its Payment Account.

5. PAYMENT BY FCH TO TRAINING CLUB(S)

5.1 Subject to the New Club and each Training Club passing the compliance assessment in accordance with
section 6 of these Terms and Conditions and FCH satisfying the relevant requirements in relation to,
without limitation, international payment sanctions, anti-money laundering, and counter-terrorism
financing, FCH will open a Payment Account and provide the Services (both Acquisition of payment
operations and Execution of credit transfers) to the respective Training Club(s) or relevant party.

5.2 Upon receipt of payment from the New Club of the Training Rewards as set out on the Payment
Notification issued by FCH, FCH will generate a Distribution Statement in the same currency as the
payment received from the New Club.

5.3 Consequently, by signing these Terms and Conditions the relevant Training Club or relevant party is
considered to have given the orders to FCH:

- to acquire the respective amount of Training Rewards and to credit it to the Payment Account
opened in the name of the Training Club or relevant party, and once credited on the Payment
Account, the funds are available to the Training Club or relevant party.
- to debit the full amount of the Training Reward from its Payment Account in order to credit the
third-party bank account(s) registered in the name of the Training Club or relevant party with the
funds in the same currency stated in the Payment Notification and in accordance with the
Distribution Statement
- to close the relevant Payment Account once the transfer to the third-party bank account registered
in the name of the Training Club or relevant party is done.

5.4 The Training Club may not transfer or assign its rights in connection with the Training Rewards to
another party or have a third party receive the payment of Training Rewards on its behalf. If a Training
Club fails to pass the aforementioned compliance assessment and re-fails within six months of the first
failure, it will no longer be entitled to the Training Rewards. In such a case, FCH will allocate the Training
Rewards due to the relevant Training Club to the relevant Member Association upon receipt of payment
by the New Club in accordance with article 17 of the FCH Regulations.

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6. COMPLIANCE ASSESSMENT

6.1 Following receipt of the Allocation Statement, FCH will assess all parties that are involved in the
payment of Training Rewards as mentioned in the Allocation Statement to ensure compliance with national
and international regulations and mandatory laws and agreements in relation to, without limitation:

- international payment sanctions;

- anti-money laundering; and
- counter-terrorism financing.

6.2 To perform the required compliance assessment, FCH may request Customers to provide information
regarding, without limitation:

- their corporate structure;

- their organisational structure;
- their beneficiary ownership.
- their source of wealth and funds; and
- information regarding other parties that are involved in the payment of Training Rewards.

6.3 Customer is obliged to actively cooperate with a request for information from the FCH and to ensure
that all information provided to FCH is true, accurate, and not misleading. The degree of cooperation of
Customer will form part of the compliance assessment.

6.4 Standards applied by FCH to perform its compliance assessment may increase over time, as a result of
changes in internal policies and procedures or any changes impacting regulations, laws or agreements.
Consequently, Customer acknowledges that, even if it has been successfully assessed by FCH in the past,
nothing guarantees that the Customer will successfully pass the FCH compliance assessment in the future.

6.5 Following completion of the compliance assessment process, FCH will decide, in its sole discretion,
whether it will provide the Services to Customer. FCH is not obliged to give any reasoning for its decision
and will, in accordance with clause 18, not be liable towards Customer if it decides not to provide the
Services based on the compliance assessment.

7. INABILITY TO PROCESS CERTAIN TRANSACTIONS

Where FCH decides that it will not provide the Services to Customer in accordance with clause 6.5 of these
Terms and Conditions, FCH is not obliged to and will not provide the Services to such Customer. Articles
17 and 18 of the FCH Regulations set out the consequences of a failure to pass the compliance assessment
for the New Club, Training Club(s), and other relevant parties.

8. QUALITY OF SERVICES

8.1 FCH will provide the Services diligently and faithfully without any obligation of result. As such, FCH does
not warrant that the Services will be error-free, uninterrupted, or timely, or that they will meet Customer’s
requirements.

8.2 FCH and the Customer agree that it is not possible to completely prevent or exclude software errors
and that transmissions and exchanges via the internet are never 100% secure and always present certain
security risks and that, by using such means of transmission, Customer accepts such risks and agrees that
FCH is not liable for any damages suffered by Customer as a result of or in connection with any software
or transmission errors or security breaches.

FCH Terms and Conditions– November 2022 8

8.3 Given the nature of the FCH activities, all disagreements with respect to the amounts to be
paid/distributed or the modalities of payment must be dealt with the Club at the FIFA Administration level
before FCH is solicited to provide payment services.

However, you can raise any other items by email, phone, letters or with your usual contact person within
the FCH:

- Email: info@fifaclearinghouse.org
- Postal address: FIFA Clearing House, 4 rue Royale, 75008 Paris, France

9. DEADLINES FOR PROVISION OF SERVICES

The Parties acknowledge that the performance of the Services is dependent on various factors. Therefore,
any deadlines, timelines, etc. with respect to the provision of the Services by FCH are non-binding and
constitute mere indications as to when the Services will be provided, unless explicitly agreed otherwise by
the Parties in writing.

10. DISCONTINUATION, SUSPENSION OR MODIFICATION OF SERVICES

10.1 FCH has the right, in its sole discretion and in particular in the event of changes to applicable law or
regulations, including FCH Regulations, to discontinue, suspend, or modify at any time and with immediate
effect, both temporarily and permanently, the Services for any reason without notice to Customer.
However, to the extent possible and permitted by applicable law and regulations, FCH will serve a one-
month prior notice to Customer.

10.2 Customer agrees that FCH will not be liable for any damages suffered by Customer as a result of or
in connection with the discontinuation, suspension, or modification of the Services.

11. RIGHTS AND OBLIGATIONS OF CUSTOMER IN GENERAL

11.1 Customer will ensure that it has the right to make Data available to FCH. Customer will further ensure
that all Data is true and accurate, complies with applicable law, does not infringe the rights of any third
parties, and may be used by FCH for the purpose of providing the Services in accordance with the Contract.

11.2 Customer acknowledges and agrees that any breach of clause 11.1 of these Terms and Conditions
may entail a suspension of the Services, termination of the Contract, and sanctions imposed by FIFA in
accordance with the applicable FIFA regulations.
11.3 Customer will inform any Data Subjects whose Personal Data it makes available to FCH of such
processing of their Personal Data and will, only if required under applicable data protection law, obtain
their consent thereto.

11.4 Customer will immediately notify FCH via dataprotection@fifa.org in case of a breach of security
resulting in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access
to, Personal Data transmitted, stored, or otherwise processed. Depending on the risk that the breach
presents to the rights and freedoms of the Data Subjects, Customer will assist and support FCH in notifying
the supervisory authorities when necessary.

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12. COOPERATION DUTIES OF CUSTOMER

12.1 Customer undertakes to fulfil its cooperation duties as set out in this section 12 and elsewhere in the
Contract in a proper and timely manner and free of charge. Customer must further act with due care
towards FCH and may not misuse the Services.

Customer undertakes to:

- promptly provide to FCH upon first request, at the latest within 7 (seven) business days after
receipt of the request from FCH, (access to) all necessary information, materials, resources, work
space, etc. required for the provision of the Services or as otherwise requested by FCH in its sole
discretion;
- ensure that all information provided to FCH is true, accurate, and not misleading; and
- obtain and maintain in good working order all equipment, hardware, and software that is
necessary to enable use of the Services.

12.2 Customer agrees to bear any consequences resulting from its failure to fulfil its cooperation duties in
a proper and timely manner, which may include FCH immediately suspending or terminating the provision
of the Services to Customer and/or sanctions being imposed by FIFA in accordance with the applicable FIFA
regulations.

13. USE OF DATA BY FCH

13.1 Customer grants to FCH a non-exclusive and sub-licensable right to access, retrieve, store, process,
and otherwise use Data if and to the extent required or useful for the provision of the Services or the
performance by FCH of its obligations under the Contract. For the avoidance of doubt, Customer will have
sole responsibility for the accuracy, quality, legality, reliability, appropriateness, and ownership of all Data.

13.2 Customer further agrees that FCH may generate statistics on the basis of the Data and use those
statistics as it chooses, including but not limited to the right to make the statistics public.

13.3 In addition, Customer agrees that FCH may use the Data for compliance purposes and as otherwise
required by the applicable FIFA regulations, any applicable law, and any competent regulator or other
competent authority.

14. USE OF DATA BY CUSTOMER

Customer may access and use the Data for the purpose of processing payments of Training Rewards in
accordance with the applicable FIFA regulations.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Any pre-existing Intellectual Property Rights will remain with the respective rights holder (FCH,
Customer, or third parties).

15.2 All rights (including but not limited to copyrights, patent, design, and trademark rights) to the work
results created under the Contract, such as rights to software produced by FCH, including source code,
programme descriptions, and configurations as well as all relevant documents, records, and data storage
media, will belong exclusively to FCH. To the extent Customer obtains any such rights, the Customer
hereby transfers to FCH, in advance, all rights it owns in respect of the work results created in connection
with the Contract.

15.3 Without FCH’s prior written approval, Customer agrees not to, and not to authorise any third party
to, whether during or after the term of the Contract, use or adopt any name mark or other indicia that, in

FCH Terms and Conditions– November 2022 10

FCH’s reasonable opinion, (i) identifies with FIFA, FCH, or any of the latter’s affiliates, or any FIFA
competition (including the official name(s), emblem(s), or trophies of any FIFA competition), or (ii)
associates Customer or any of its products or services with FIFA, FCH, or any of the latter’s affiliates, or any
FIFA competition.

16. CUSTOMER WARRANTIES

Customer warrants that:

- it is duly organised and validly existing under the laws of its jurisdiction;
- it has all the necessary rights and authority to enter into the Contract and fulfil its obligations
thereunder;
- it will comply with all applicable laws, regulations, and rules;
- it will comply with the Contract;
- the execution and performance of the Contract does not violate any judgment, order, or decree and
does not constitute a material breach under any of Customer’s existing contracts;
- it will obtain and maintain in effect throughout the term of the Contract all rights, licences,
permissions, and consents necessary for Customer to perform its obligations thereunder;
- it will inform any Data Subjects whose Personal Data it makes available to FCH of such processing
of their Personal Data;
- Data and any software, materials, and other content made accessible, transmitted, or otherwise
disclosed to FCH do not infringe any third-party rights or any laws, are accurate, and may be used
by FCH for the provision of the Services and the performance by FCH of its obligations under the
Contract;
- the receipt and use of the Services do not violate any contractual, legal, regulatory, governmental,
or similar requirements or restrictions.
- it will fully, timely, and correctly perform its cooperation duties and other obligations under the
Contract;
- all information provided by Customer to FCH is true and accurate and not misleading;
- it will not use the Services for any activity that is illegal or in breach of the Contract; and
- it will not use the Services in relation to any funds that are, directly or indirectly, partly or wholly,
related to, derived from, or intended to be used for any criminal offence.

17. INFRIGEMENT OF THIRD-PARTY RIGHTS BY SERVICES

17.1 If the Services are or, in FCH’s opinion may become, the subject of a lawsuit for the infringement of
third-party rights, FCH may in its sole discretion:

- procure to the Customer the right to use the Services exempt from any liability;
- replace the Services with other ones that meet the essential contractual properties;
- modify the Services such that they no longer infringe the rights of any third party; or
- terminate the Services if none of the aforesaid options can be implemented with economically
reasonable efforts.

17.2 Should any third party bring a claim against the Customer alleging that the Services infringe its
intellectual property rights, FCH will defend the Customer against such a claim at its own expense and
indemnify Customer against any damages, losses, and expenses imposed on Customer through a legally
binding court decision if, cumulatively:

- Customer immediately informs FCH in writing of the claim;

- Customer gives FCH sole control of the defence and settlement of the claim;

FCH Terms and Conditions– November 2022 11

 - Customer supports FCH in the defence at no cost; and
- the third-party claim alleges that use of the unmodified Services, in conformity with the Contract,
infringes an existing intellectual property right in Switzerland or the European Union.

17.3 Explicitly excluded from the indemnification obligation set out in clause 17.2 of these Terms and
Conditions are all Data, software, materials, and other content provided by Customer to FCH in connection
with the Contract.

18. LIABILITY, INDEMNIFICATION, AND SANCTIONS

18.1 FCH will not be liable for any direct or indirect damages suffered by Customer as a result of or in
connection with the provision of the Services, regardless of the legal basis of the liability, unless the
damages are the consequence of a failure by FCH in the performance of the Contract which is attributable
to the wrongful intent, deliberate recklessness, or gross negligence of FCH.

18.2 FCH will in any event not be liable for any direct or indirect damages suffered by Customer (including
but not limited to damage allegedly caused by any sanction that may be imposed by the FIFA judicial bodies
or by rulings of other competent state authorities) as a result of or in connection with the decision of FCH
to not provide the Services to Customer.

18.3 FCH will in any event not be liable for any direct or indirect damages suffered by the Customer as a
result of or in connection with the acts or omissions of any subordinate, any auxiliary person, or any other
third party, including any subcontractors, instructed or used by FCH in connection with the provision of
the Services.

18.4 FCH will in any event not be liable for the following types of damages: (i) loss of profit; (ii) consequential
damages; (iii) immaterial damages; and (iv) reputational damages. In addition, FCH will not be liable for the
non-payment of Training Rewards by the New Club to the Training Club(s).

18.5 FCH will not be liable for any failure in the performance of the Contract if such failure is the result of
circumstances constituting force majeure, including but not limited to:

- malfunctions in telephone systems, computer systems, electricity supply, hardware, or software in

relation to FCH or a third party to which work has been assigned or outsourced for the
performance of the Contract;
- international conflicts and sanctions;
- violent or armed acts;
- an epidemic or pandemic;
- natural disasters;
- labour conflicts and strikes among FCH’s employees or employees of a third party to which work
has been assigned or outsourced for the performance of the Contract; and
- changes in legislation to which FCH or a third party to which work has been assigned or outsourced
had insufficient time to adapt.

18.6 Customer agrees to fully indemnify, defend, and hold harmless FCH and its subsidiaries, affiliates,
licensors, licensees, directors, officers, agents, other partners, and employees from and against any and
all liabilities, claims, expenses (including legal expenses), damages, and losses incurred by FCH in
connection with any (alleged) breach of the Contract or unlawful act by Customer.

18.7 Customer acknowledges and agrees that a breach of the Contract, including but not limited to
providing false Data or not providing Data in a timely manner, may result in sanctions not specified in the
Contract (e.g. imposed by the FIFA judicial bodies in their rulings or by other competent state authorities).

FCH Terms and Conditions– November 2022 12

18.8 If the Customer becomes or should have become aware of a matter that is likely to give rise to
damages claim against FCH, Customer will give notice of the relevant facts to FCH as soon as reasonably
practicable and in any event within thirty (30) days of becoming aware of those facts, failing which FCH will
not be liable in respect of that claim. FCH will not be liable for any claim arising out of or in connection with
the Services that is brought six months after the date on which the provision of the Services was
completed.

18.9 Customer agrees that there is no assumption of a personal duty of care by, and Customer will not
bring any claim against, and hereby irrevocably waives its right to bring any claim against, any director,
officer, or employee of FCH.

19. SECURITY

19.1 FCH will implement the security measures required by applicable law.

19.2 Customer may not attempt to gain access to the Services or any server, computer, or database
connected to the Services or attack the sites on which the Services are offered.

19.3 Customer will use all reasonable endeavours to prevent any unauthorised use of the Services and
will, in the event of any such unauthorised use, promptly notify FCH in writing. Customer will be solely
responsible for protecting its systems against any security vulnerabilities and the consequences of such
vulnerabilities, including any viruses, Trojan horses, worms, or other malevolent code that could limit or
harm the functionality of a computer or that could damage or intercept Data.

19.4 By breaching section 19 of these Terms and Conditions, Customer may be committing a criminal
offence in a number of jurisdictions. Customer understands and agrees that FCH may report the breach
to the law enforcement authorities and may cooperate with those authorities by disclosing Customer’s
identity to them.

20. CONFIDENTIALITY

20.1 Subject to applicable law and the applicable FIFA regulations, Customer undertakes:

- to keep Confidential Information of FCH strictly confidential, not to disclose or grant access to such
Confidential Information to any third party, and to protect it against unauthorised access;
- to use Confidential Information of FCH solely for the purpose of performing its obligations,
exercising its rights, rendering or receiving the Services, administering the Contract, or as
otherwise agreed in writing;
- to only disclose or grant access to Confidential Information of FCH to its own employees and
advisors who have been made aware of the confidentiality of the Confidential Information and
who are bound to keep the Confidential Information confidential substantially on the same terms
as set out in the Contract;
- to notify FCH if any third party obtains, or may have obtained, unauthorised knowledge of
Confidential Information or if Confidential Information is, or is likely to have been, inappropriately
used and to take all measures necessary in order to prevent any subsequent unauthorised
dissemination or use of Confidential Information of FCH; and
- at the request of FCH, to return, destroy, or delete any and all Confidential Information of FCH and
to confirm so in writing to FCH.

20.2 If Customer is required by law or by order of a court, authority, or regulator to disclose Confidential
Information of FCH, the disclosure must be limited to the scope required, and Customer will, to the extent
permissible, notify FCH and coordinate the next steps with FCH.

FCH Terms and Conditions– November 2022 13

20.3 The obligations of confidentiality set out in section 20 of these Terms and Conditions will remain valid
and enforceable after the cancelation or expiration of the Contract as long as FCH has a legitimate interest
in maintaining its confidentiality.

21. DATA PROTECTION

21.1 Customer warrants that all Personal Data it will make available to FCH has been collected and
processed by Customer in strict compliance with all applicable data protection laws and the FIFA Data
Protection Regulations and may be lawfully processed by FCH in order for FCH to provide the Services and
perform its obligations under the Contract. FCH and Customer act as separate data controllers. The lawful
basis for the processing of such Personal Data are the legitimate interests of FIFA and its responsibility as
the governing body of football for ensuring the sport’s long-term subsistence, especially through the
protection of Players, the rewarding of Training Clubs, and the payment of Solidarity Contributions. Where
applicable, Customer will be responsible for ensuring the lawfulness of the processing of such Personal
Data by FCH, as well as for providing all relevant information to, and obtaining all required individual
approvals from, Data Subjects (Players, intermediaries, etc.) for the processing of their Personal Data by
FCH and, if applicable, other Customers, as contemplated under the Contract. This includes, without
limitation, as far as Personal Data of a Minor is concerned, granting the holder(s) of the parental
responsibility the right to exercise the rights of the Minor on the Minor’s behalf.

21.2 Where applicable, the Parties will use reasonable efforts to assist each other in fulfilling their
obligations to respond to requests from Data Subjects who are exercising their rights to information, access,
rectification, erasure, restriction, data portability, objection, and any other rights under applicable data
protection law. FCH will further use reasonable efforts to assist Customer in fulfilling its obligations under
applicable data protection law in respect of security of processing, notification in case of data breaches, and
data protection impact assessments, if any. Upon request, FCH will make available relevant information to,
and cooperate with, Customer to demonstrate compliance with the obligations set out in section 20 of these
Terms and Conditions.

21.3 Customer further warrants that it will use the Services and process the Personal Data at all times in
strict compliance with applicable data protection law and the FIFA Data Protection Regulations.

21.4 Provided FCH has complied with the Contract, Customer will fully indemnify, defend, and hold FCH
(and its subsidiaries, affiliates, licensors, licensees, officers, agents, and other partners, and employees)
harmless from and against any and all liabilities, claims, expenses (including legal expenses), damages, and
losses incurred by FCH in connection with any (alleged) breach of applicable data protection law by
Customer.

21.5 When processing Personal Data, FCH will at all times comply with all applicable data protection laws
and the FIFA Data Protection Regulations. Similarly, where necessary, FCH will enter into data processing
agreements with any sub-processors.

22. TERM, EXPIRATION AND CANCELLATION OF CONTRACT

22.1 The Contract between FCH and Customer will take effect upon acceptance of these Terms and
Conditions by Customer and will remain in effect for a definite period in accordance with clause 22.2 of
these Terms and Conditions. Customer acknowledges and agrees that, unless the same have already been
accepted by Customer, by using the Services in connection with the applicable Training Rewards Trigger,
Customer will be deemed to have accepted these Terms and Conditions.

FCH Terms and Conditions– November 2022 14

22.2 The Contract will automatically expire with immediate effect upon the earlier of: (i) the date on which
the provision of the Services by FCH to Customer in connection with the applicable Training Rewards Trigger
has been completed; (ii) the date on which FCH decides that it will not provide the Services to Customer in
accordance with clause 6.5 of these Terms and Conditions; or (iii) the date on which Customer ceases to
exist or Customer ceases to be a member of FIFA or to be affiliated to one of FIFA’s Member Associations.

22.3 FCH may terminate the Contract for convenience at any time by written notice to Customer.

22.4 In addition, FCH may terminate the Contract at any time with immediate effect and without any
liability to Customer on grounds that FCH, in its reasonable opinion, deems serious, such grounds
including, without limitation:

- if Customer is subjected to, or if FCH considers it reasonably likely that Customer will be subjected
to, (a) any form of insolvency, suspension of payments, liquidation, dissolution, or equivalent
proceedings in any jurisdiction or (b) the appointment of a liquidator, receiver, administrator, or
equivalent officer in respect of it or its assets;
- provision of the Services would violate, or is reasonably suspected by FCH to violate, any applicable
laws or regulations to which FCH is subject, including but not limited to the applicable anti-money
laundering and sanctions laws and regulations;
- if FCH has reasonable suspicion that the funds used by Customer for the payment of the Training
Rewards are, directly or indirectly, partly or wholly, related to, derived from, or intended to be used
for any criminal offence;
- provision of the Services would violate any internal procedures or regulations of FCH;
- changes to the rules or regulations of FIFA that, in the reasonable opinion of FCH, require FCH to
cancel the Contract;
- non-compliance by Customer with the rules or regulations of FIFA;
- provision of the Services would, in the reasonable opinion of FCH, damage the reputation or
integrity of FCH; or
- instruction to do so by the ACPR or other local competent authority.

22.5 FCH may terminate the Contract prior to the completion of the Services with immediate effect and
without any liability to Customer by written notice to Customer (i) if Customer commits an irremediable
material breach of the Contract or (ii) if Customer commits a remediable material breach thereof and fails
to remedy the same within fourteen (14) days of being so requested by FCH in writing.

22.6 The provisions of clauses 1, 2, 18, 26, 27, and 28 of these Terms and Conditions will survive the
expiration or cancellation of the Contract and will remain in effect for a period of ten (10) years.

23. ASSIGNMENT

Customer may not assign or transfer its rights or obligations under the Contract to any third party without
FCH’s prior written consent, which may be withheld in FCH’s absolute discretion.

24. SEVERABILITY AND WAIVER

24.1 If any provision of the Contract is held to be illegal, invalid, or unenforceable, the remaining provisions
will remain in full force and effect.

24.2 Any failure by either Party to exercise or enforce any right or provision of the Contract will not
constitute a waiver of that right or provision.

25. ENTIRE AGREEMENT AMENDMENTS

FCH Terms and Conditions– November 2022 15

25.1 The Contract constitutes the entire agreement between the Parties with respect to the Services
relating to a specific Training Rewards Trigger and supersedes as well as extinguishes any prior
agreements and understandings related to the same subject matter.

25.2 FCH continually seeks ways to improve the Services and to implement changes to the laws and
regulations that apply to FCH, as a result of which the Contract may need to be amended. As such, FCH
may unilaterally amend (from time to time) these Terms and Conditions by giving written notice to
Customer.

25.3 Subject to clause 25.2 of these Terms and Conditions, the Parties may mutually amend the Contract
by written agreement only.

26. NOTICES AND QUERIES

26.1 If the Contract requires or refers to notice in writing, such notice may be given either by mail or by email
at the address provided by each Party.

26.2 Clause 26.1 of these Terms and Conditions notwithstanding, notices and queries related to both the
Services and the Contract must be sent by Customer to FCH at info@fifaclearinghouse.org.

26.3 Customer agrees that it may receive notices related to the Services (including but not limited to
information on updates, changes in scope, and other modifications) via mail or email at the address provided
by Customer to FCH.

26.4 Customer further agrees that FCH may notify other Customers of Customer’s use of the Services,
including but not limited to the conclusion, termination, or expiration of the Contract between FCH and
Customer.

27. DISPUTE MANAGEMENT

In case of a dispute in connection with the Contract, the Parties will make a good faith effort to reach an
amicable settlement, in the absence of which clause 28.2 of these Terms and Conditions will apply.

28. APPLICABLE LAW AND ARBITRATION

28.1 The Contract and any contractual and non-contractual obligations or claims arising out of or in
connection therewith are governed by French law, without regard to any conflict-of-law rules or the United
Nations Convention on Contracts for the International Sale of Goods.

28.2 All disputes arising out of or in connection with the Contract shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with
the said Rules. The place of the arbitration shall be Paris, France. The language of the arbitration shall be
English. The existence of the arbitration and the award made in the arbitration may be published by FCH.

FCH Terms and Conditions– November 2022 16