Terms and ConditionsJan 15, 2020 2020-08-30 19:39
Terms and Conditions
Terms & Conditions SportsCloud International
- These general terms and conditions apply to all quotations and offers prepared by SportsCloud International, all activities and services provided by SportsCloud International and all agreements with SportsCloud International.
- Any and all divergence from these general terms and conditions must be agreed in writing between SportsCloud International and the Other Party.
- The application of any general terms and conditions used by the Other Party is hereby excluded.
2. Definitions / general terms and conditions
- In these general terms and conditions the following terms have the following meanings:
- SportsCloud International: the private limited liability company: “SportsCloud International B.V.”, with its registered office in Eindhoven, at the Torenallee 3 (5617 BA);
- Other party: the legal entity or person with whom SportsCloud International is signing an Agreement;
- Agreement: the Agreement between SportsCloud International and the Other party relating to the provision of the Service;
- GDPR: General Data Protection Regulation.
- The Service: the services to be provided by SportsCloud International, which normally relate to participation in a course, seminar, conference, webinar or other form of meeting.
- The invalidity or voidability of any one or more of these provisions, as presented in these general terms and conditions shall not affect the legal validity of the other valid and non-voidable provisions in these general terms and conditions. The Parties shall seek to agree at the time on new provisions to replace the invalid or voidable provisions, which, as far as is possible should take into account the purpose and scope of the original provision.
- These general terms and conditions are available on SportsCloud International’s website, where they can be consulted, downloaded and printed. At all times, the latest published version shall apply.
- SportsCloud International reserves the right to amend these General Terms and Conditions unilaterally. If the Other Party does not agree with such amendments, they have the right to terminate the Agreement, in writing, as of the date that the amendments apply.
- In these general terms and conditions the following terms have the following meanings:
3. Creation of the Agreement
- Quotations from SportsCloud International are always non-binding. Any quotation may be cancelled by SportsCloud International within 5 calendar days of its acceptance by the Other Party.
- The Agreement exists from the moment when SportsCloud International states its acceptance by sending a registration confirmation, except in circumstances where SportsCloud International has already implemented the Agreement and the Other Party is or should have been aware of this.
4. Price and payment
- All the prices quoted are in euro and exclude VAT, transport and other costs, such as import duty, taxes, etc. (unless otherwise stated).
- SportsCloud International is not obliged to deliver under an Agreement at a price that is clearly the result of a written or printed error.
- The payment deadline for settlement of SportsCloud International’s invoices is normally fourteen (14) days, and in any case 48 hours before the start of the Service, unless explicitly agreed otherwise in writing.
- Payment must be made in euro to the bank account indicated by SportsCloud International.
- If there are doubts concerning the execution of the Agreement as to whether the Other Party can meet its obligations, or if it has already failed to meet its obligations, then SportsCloud International is entitled to immediately suspend the execution of the Agreement, or to cancel the Agreement.
- If the invoices are not paid within the agreed payment terms, the Other Party is in default as of right, and SportsCloud International is entitled to add legal late payment interest to the outstanding amount.
- Should SportsCloud International have to transfer the debt to a third party for collection, then SportsCloud International is entitled to invoice the collection costs to the Other Party, at the rate of 15% of the unpaid invoice value.
- The Other Party is explicitly not permitted to offset items against payments due from SportsCloud International.
- Payments made by the Other Party will first of all be applied to clear any interest and costs owed, and after that to those invoices which have been overdue the longest, even if the Other Party states when making the payment that the settlement applies to a (later) invoice.
5. Execution of the Agreement
- If the Agreement relates to attendance at a course, seminar, conference, webinar or other meeting, then SportsCloud International provides only a user’s licence for the use of the materials presented or otherwise made available, either in writing or in another agreed form.
- The right to attend is non-exclusive, personal and non-transferable under Article 3:83 (2) Civil Code, and cannot be used as security nor (sub)licensed. The Other Party is not permitted to allow third parties to use or have access to the Service, by any means whatsoever. All the above applies unless explicitly stated otherwise in writing in the quotation.
- All locations, times and speakers described by SportsCloud International in the quotation are provisional and can be changed by SportsCloud International during the period of the Agreement up to 5 working days before the start of the Service.
6. Rules for using the Service
- The Other Party may not use the Services in such a way as to cause damage to SportsCloud International, or either SportsCloud International’s or third party (digital) infrastructures.
- The Other Party may not use the Service to send unsolicited mails or to distribute commercial messages, offer products or recommend other organisations.
- The Other Party is required to comply with SportsCloud International’s instructions when using the Service.
- The Other Party is explicitly not permitted to make recordings of the Service, including for private use.
- The Other Party is required to refrain from behaviour that will disrupt the Service. SportsCloud International is entitled to cancel the Agreement with the Other Party if the Other Party has disrupted the Service, by removing the Other Party and refusing them access to the Service. In this situation, the Other Party is not entitled to any damages, compensation or refund.
7. Cancellation and withdrawal
- SportsCloud International has the right to cancel up to two (2) weeks before the beginning of the Service. If SportsCloud International exercises this right, then SportsCloud International is required to repay the fee paid by the Other Party within two weeks from the date of cancellation.
- If the Other Party cancels, the following shall apply: When cancelling up to 4 months prior to the start of the Service, 50% will be refunded. When cancelling up to 2 months prior to the start of the Service, 25% will be refunded, and after this the full participant’s fee is owed. To determine the date of cancellation, the date of receipt of the cancellation message shall apply.
- If the Other Party is not owed any refund for the Service, then the Other Party is free to cancel at any time.
- The Other Party has the right to cancel an Agreement up to fourteen days after it has been created, provided they have signed the agreement as a consumer. The Other Party then has the right to a refund of the price they paid, minus deduction of a reasonable amount for costs incurred.
- SportsCloud International is entitled to cancel a service due to insufficient participants up to ten (10) working days before the planned date of the Service, without SportsCloud International being required to pay any kind of damages. The Other Party shall be informed of this as rapidly as possible. If possible, the Other Party will be offered a suitable alternative. If the Other Party avails themselves of this, then the participant fee will not be reimbursed.
8. Personal details and cookies
- The personal details received by SportsCloud International from the Other Party are processed in accordance with the GDPR and related legislation.
- SportsCloud International shall ensure that an appropriate level of security is applied, given the risks entailed in the processing of personal details.
- SportsCloud International’s total liability for any fault ascribed to it in performance of the Agreement, on any legal basis, is limited to the reimbursement of direct damages up to a maximum of the amount that was paid under the agreement (excl. VAT). If the Agreement is primarily a long term agreement with a duration of more one year, then the price for the agreement shall be deemed to be equal to the total payments (excl. VAT) for one year.
- SportsCloud International has no liability, on any legal basis whatsoever, for any amount of damages that exceeds the cover provided by SportsCloud International’s professional and liability insurance policies.
- SportsCloud International is not required to meet any commitment, including any legal and/or agreed warranty commitment if it is prevented from doing so as a result of force majeure. Force majeure on the part of SportsCloud International includes, among other things, but not exclusively:
- force majeure arising from SportsCloud International’s suppliers;
- the failure of suppliers to correctly comply with commitments that the Other Party has imposed on SportsCloud International;
- the breakdown of items, equipment, programming or materials belonging to third parties, which the Other Party has required SportsCloud International to use.
- measures applied by public authorities;
- electrical failures;
- failures of the Internet, data network or telecommunication facilities;
- epidemics and natural disasters;
- strikes by SportsCloud International’s staff; and
- general transportation problems.
- If a situation of force majeure remains in force for longer than sixty calendar days, then each of the parties has the right to cancel the agreement in writing.
- The precondition for the existence of any right to compensation is always that the Other Party reports the damage to SportsCloud International as soon as possible after its occurrence, and in writing. Any claims for damages against SportsCloud International shall expire after a period of six (6) months from the damage occurring, unless the Other Party has submitted a legal claim for compensation before the end of this period.
- The Other Party shall indemnify SportsCloud International for all claims from third parties arising from the performance of the Agreement.
10. Intellectual property
- All intellectual property rights on all materials provided under the Agreement remain with SportsCloud International or those who hold the licences. The Other Party receives only a personal and non-transferable right of use, and may therefore not replicate, copy or otherwise make use of the product or other materials, nor provide them to third parties.
- The Other Party is required to respect the intellectual property included in the Service and the delivered product, and to refrain from infringing SportsCloud International’s rights or enabling a third party to infringe these rights.
- For any infringement of Articles 6.2, 10.1 and 10.2 the Other Party shall owe a directly enforceable fine of EUR 1,000, plus a charge of EUR 500 for each day or part of a day for which this infringement continues, or fails to be reversed, without prejudice to SportsCloud International’s right to collect all damages it has suffered from the Other Party, and to demand compliance.
12. Termination of Agreement
- The Agreement is always entered into for a defined period of time, and cannot be terminated.
- In the event that the Agreement ends, for whatever reason, then the right of use by the Other Party ends immediately, and their access to the product will be withdrawn.
13. Applicable law and choice of jurisdiction
- Solely Dutch law shall apply to the Agreement. Even when an undertaking is performed, or is to be performed wholly or partly overseas, or if the Other Party is resident or registered abroad, the Agreement shall be subject only to Dutch law.
- An initial attempt shall be made to settle disputes between the Other Party and SportsCloud International through mutual discussion, following which the dispute may (if so desired) be presented to the competent judge in the East Brabant legal circuit.
Version: August 27 2020