CHAPTER 1: GENERAL
Article 1. Definitions
1.1. In these Terms and Conditions, the following capitalized terms shall have the meanings set forth below, unless expressly stated otherwise or the context clearly requires otherwise:
- GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679) and, where applicable, any implementing or successor legislation.
- Data Subject: An identified or identifiable natural person to whom Personal Data relates.
- Security Incident: A security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Personal Data transmitted, stored, or otherwise processed.
- Service: Any service provided by Webatleten to Customer under an Agreement, including without limitation hosting and support.
- Participant: A natural person participating in a Training.
- Content: Texts, videos, photographs, images, brand assets, logos, symbols, trademarks, trade names, and similar materials supplied by Customer in connection with the Work and/or posted by Customer on the Website.
- Customer: Any legal entity or natural person acting in the course of its profession or business that has entered into, or wishes to enter into, an Agreement with Webatleten.
- Materials: All materials developed and/or made available by Webatleten in connection with a Training.
- Agreement: Any agreement between Webatleten and Customer.
- In Writing / Written: In writing or by email.
- Software: Software (including instructions and updates) and any other work within the meaning of the Dutch Copyright Act (Auteurswet), including without limitation web design, developed, produced, or commissioned by Webatleten and made available to Customer.
- Training: Any training, workshop, master class, or similar session provided by Webatleten.
- Webatleten: The user of these Terms and Conditions: Webatleten, Prins Willem-Alexanderlaan 1427, Apeldoorn, The Netherlands, registered with the Dutch Chamber of Commerce under number 77034120.
- Website: The website or application of Customer or of a customer of Customer to which the Agreement relates.
- Work: All work and services to be performed by Webatleten for Customer.
1.2. Unless the context clearly requires otherwise, words in the singular include the plural and vice versa.
Article 2. General
2.1. These Terms and Conditions apply to all Agreements between Customer and Webatleten, and to all Services and Work performed by Webatleten.
2.2. These Terms and Conditions also apply to Agreements for the performance of which Webatleten engages third parties.
2.3. If these Terms and Conditions have applied to any legal relationship between Webatleten and Customer, Customer shall be deemed to have accepted in advance the applicability of these Terms and Conditions to any subsequent Agreements.
2.4. Any deviation from these Terms and Conditions shall be valid only if agreed In Writing.
2.5. Any purchasing terms or other terms of Customer are hereby expressly rejected.
2.6. If any provision of these Terms and Conditions is held invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
2.7. Any failure by Webatleten to insist on strict performance shall not constitute a waiver of any rights, nor shall it affect the applicability of these Terms and Conditions in any future case.
2.8. Webatleten may amend these Terms and Conditions and declare the amended version applicable to an existing Agreement. Customer shall be notified In Writing of the amended terms and their effective date.
Article 3. Offer
3.1. All offers and quotations issued by Webatleten are non-binding unless expressly stated otherwise.
3.2. If an offer or quotation includes a validity period and Customer does not accept within that period, commencement of the Work within any stated timeframe may no longer be possible. Webatleten shall inform Customer accordingly. If Customer accepts a revised schedule, the Work shall be performed in accordance with that revised schedule.
3.3. Webatleten shall not be bound by an offer if Customer reasonably should have understood that the offer (or any part thereof) contained an obvious error or clerical mistake.
3.4. Quoted prices and rates do not automatically apply to future Agreements.
3.5. All prices and rates are exclusive of VAT.
Article 4. Formation of the Agreement
4.1. An Agreement shall be deemed formed upon the earliest of the following:
a. Customer and Webatleten sign a written agreement;
b. Customer expressly accepts Webatleten’s offer by any other means, including by email;
c. Customer signs the quotation (including digitally);
d. Customer purchases prepaid support hours via Webatleten’s website.
Article 5. Rate Changes
5.1. Webatleten may adjust its rates and apply adjusted rates to an existing Agreement. Webatleten shall notify Customer In Writing well in advance, including the effective date.
Article 6. Performance of the Agreement
6.1. Webatleten shall perform the Agreement with due care and skill and to the best of its knowledge and ability, based on the state of science and technology known at the time of performance.
6.2. Webatleten may engage third parties and/or procure third-party services in performing the Agreement.
Article 7. Delivery / Timelines
7.1. Any agreed or stated delivery period for Work shall not be of the essence and shall never be a strict (fatal) deadline. If a period is exceeded, Customer must provide Webatleten with Written notice of default and a reasonable cure period. Exceeding a delivery period shall not entitle Customer to damages, including without limitation loss of revenue.
7.2. If Webatleten requires information from Customer to perform the Agreement, the performance period shall not commence until Customer has provided such information accurately and completely.
7.3. If an agreed delivery period is exceeded due to circumstances beyond Webatleten’s control, including as set forth in Article 15, the delivery period shall automatically be extended by the duration of such delay.
7.4. If Customer requests modifications or extensions to the Agreement, any previously communicated delivery date may become unattainable; any resulting delay shall not be attributable to Webatleten.
Article 8. Customer Obligations
8.1. Customer shall timely provide all data and information that Webatleten indicates is necessary, or that Customer reasonably should understand is necessary, for performance of the Agreement.
8.2. Customer represents and warrants that all information provided is accurate, complete, and reliable, including where sourced from third parties.
8.3. If Customer provides electronic files or similar materials, Customer represents and warrants that doing so does not infringe any third-party property or intellectual property rights and that such files are free from viruses and defects.
8.4. Customer is responsible for the use and proper application of the Website within its organization and for following Webatleten’s instructions.
8.5. If Customer changes address, Customer shall notify Webatleten In Writing as far in advance as reasonably possible.
8.6. If Customer makes changes to the Website itself or through a third party, Customer is solely responsible for such changes.
8.7. Customer represents and warrants that Webatleten is permitted to modify third-party code in the Website and that such modifications do not infringe third-party intellectual property rights.
8.8. Customer shall indemnify, defend, and hold harmless Webatleten from and against any third-party claims arising out of or relating to Customer’s acts or omissions (including violations of these Terms and Conditions), Customer’s data traffic, or the Content.
8.9. If Customer culpably fails to perform its contractual or legal obligations toward Webatleten, or acts unlawfully toward Webatleten, Customer shall compensate all damages and costs suffered or incurred by Webatleten as a result.
Article 9. Login Credentials
9.1. If Webatleten receives Customer’s login credentials, Webatleten shall handle such credentials responsibly.
9.2. If Customer changes login credentials for any account to which Webatleten must have access under the Agreement, Customer shall promptly provide the updated credentials to Webatleten.
9.3. Webatleten shall not be liable if an unauthorized third party obtains Customer’s login credentials and/or accesses Customer’s account. Customer shall promptly change credentials and cooperate in mitigating any damages from unauthorized use. If Webatleten detects hacking/unauthorized use relating to login data and/or a Customer account, Webatleten shall notify Customer as soon as reasonably possible.
Article 10. SSL Certificate
10.1. Webatleten does not itself issue SSL certificates. SSL certificates are issued by certificate authorities. If an SSL certificate application submitted by Webatleten is denied or an SSL certificate is revoked by a certificate authority, Webatleten shall not be responsible or liable for the consequences.
10.2. Customer shall comply with the certificate authority’s terms and conditions.
Article 11. Domain
11.1. If Customer purchases domain registration, Webatleten shall apply for the domain name in its own name on Customer’s behalf and for Customer’s account and risk.
11.2. Domain name application and use are subject to the rules and procedures of the applicable registrar/registry. The registrar/registry is responsible for the application process. Webatleten is not responsible for the approval of any domain application. If the desired domain cannot be obtained (including because a third party has previously applied for and/or obtained it), Webatleten shall not be liable.
11.3. Domain registration is annual and cannot be changed.
11.4. A change to the domain registration constitutes a new domain registration.
11.5. Customer shall comply with all laws, regulations, and registrar/registry conditions when using the domain name. Customer bears sole responsibility for domain use.
11.6. Webatleten shall never be liable or responsible for damages arising from the use of the domain name.
Article 12. Invoices and Payment
12.1. Webatleten shall issue invoices by email.
12.2. Payment is due within fourteen (14) days of the invoice date, unless the parties expressly agree otherwise In Writing.
12.3. If Customer fails to timely pay an invoice, Customer shall be in default by operation of law. Customer shall owe interest at 2% per month, unless the statutory commercial interest rate (wettelijke handelsrente) is higher, in which case the statutory commercial interest rate shall apply. Interest accrues from the date of default until full payment. In addition, Customer shall bear all judicial and extrajudicial collection costs incurred after default. Extrajudicial collection costs shall be at least 15% of the principal amount due, with a minimum of EUR 250.
12.4. Payments shall first be applied to accrued interest and costs, and then to the oldest outstanding invoices, regardless of any contrary allocation instruction by Customer.
12.5. Complaints regarding an invoice must be submitted to Webatleten In Writing within ten (10) days of the invoice date. Disputes regarding invoice amounts do not suspend Customer’s payment obligations.
12.6. Customer may not set off or suspend any payment obligation.
12.7. Any rights (including license or usage rights in Software) are granted to Customer only on the condition that Customer has fully paid all amounts due under all Agreements between the parties.
Article 13. Complaints
13.1. Complaints regarding the Work, Service, or Software must be reported to Webatleten as soon as possible and in any event within fourteen (14) days after delivery.
13.2. Customer shall provide Webatleten a reasonable opportunity to investigate and perform remedial work within a reasonable period.
13.3. Remedial work performed by Customer or any third party without Webatleten’s consent shall not be reimbursed and shall not entitle Customer to suspend payment.
13.4. Webatleten’s liability is at all times limited as set forth in Article 14.
13.5. Complaints do not suspend Customer’s payment obligation.
Article 14. Liability; Limitation Period
14.1. Webatleten shall not be liable for any damage, whether direct or indirect, resulting from:
a. An event beyond its control and not attributable to its acts or omissions, including without limitation as described in Article 15; or
b. Any act or omission by Customer, its employees, agents, or other persons engaged by or on behalf of Customer.
14.2. Customer is at all times responsible for the accuracy and completeness of all data and Content supplied. Webatleten shall not be liable for damage caused wholly or partly by inaccurate and/or incomplete data or Content. Customer shall indemnify Webatleten against all related claims.
14.3. Webatleten is not liable for the functioning of third-party (online) services, software, systems, themes, plugins, code, or products. If the Website does not function properly due to third-party changes or updates, Webatleten shall not be liable for resulting damages.
14.4. Webatleten shall not be liable for damages related to the malfunction or non-functioning of Customer’s systems or (internet) connections.
14.5. If Customer or a third party modifies the Website or Software, Webatleten disclaims all liability.
14.6. Webatleten shall not be liable for damages caused by hacking or cyber-attacks, including without limitation loss of revenue due to Website downtime or malfunction.
14.7. Webatleten does not warrant uninterrupted or error-free operation of the Website or Service. Webatleten shall not be liable for damages (including loss of revenue) arising from temporary unavailability, technical errors, or downtime.
14.8. Webatleten is not responsible for Website content. Customer is responsible for ensuring content does not violate law or third-party (copyright) rights.
14.9. Webatleten is not liable for loss of Customer’s login credentials and shall not be liable for damages or costs arising from misuse of login credentials or Customer accounts.
14.10. Webatleten is not liable for errors of third parties engaged in performing the Agreement. The applicability of Article 6:76 of the Dutch Civil Code (Burgerlijk Wetboek) is expressly excluded.
14.11. Advice is provided in good faith and to the best of Webatleten’s knowledge; however, Webatleten accepts no liability for damages arising directly or indirectly from such advice. Customer remains solely responsible for decisions made, whether or not based on advice.
14.12. Any liability for consequential damages is excluded to the maximum extent permitted by law. Consequential damages include, without limitation: lost profits, lost savings, loss of revenue, costs to prevent or determine consequential damage, delay damages, business interruption, reputational harm, data loss, loss of Content, labor costs, and fines.
14.13. If Webatleten is liable for any damages, or if any limitation is not permitted by law, Webatleten’s liability shall be limited to the amount paid out by its insurer. If no insurer payout occurs or coverage does not apply, liability is limited to the invoice value of the portion of the Agreement to which the liability relates. If the liability relates to a fixed-term Agreement, the limit shall be the invoice value for the last three (3) months.
14.14. Liability arises only if Customer promptly and properly provides Webatleten Written notice of default, sets a reasonable cure period, and Webatleten culpably fails to cure within that period. The notice must describe the breach in sufficient detail to allow an adequate response.
14.15. Any legal claim for defective performance is time-barred one (1) year after Customer discovered or reasonably should have discovered the damage.
14.16. If Customer provides goods, materials, and/or facilities for the Work and such items are unfit for their intended purpose, Customer shall be liable for all resulting damages.
Article 15. Force Majeure
15.1. Webatleten shall not be obligated to perform any obligation to the extent prevented by force majeure. Force majeure includes, without limitation: internet outages; virus infections or unauthorized computer access by third parties; cyber-attacks; power failures; email traffic failures; extreme weather; natural disasters; traffic disruptions; strikes; war; riots; threats of war; boycotts; terrorism; theft; fire; epidemics; pandemics; damage to or loss of computer equipment; government measures; illness or personal (family) circumstances of the natural person performing or to perform the Agreement on behalf of Webatleten; errors in third-party software, websites, or (online) services; failures of third parties engaged by Webatleten; and changes in laws and regulations.
15.2. Webatleten may invoke force majeure even if the preventing circumstance arises after Webatleten should have performed.
15.3. If Webatleten has partially performed at the time force majeure occurs, Webatleten may invoice the portion already performed.
Article 16. Termination and Suspension
16.1. Webatleten may suspend performance or terminate the Agreement by Written notice if:
a. Customer fails to perform its obligations, or fails to fully perform;
b. After formation of the Agreement, Webatleten becomes aware of circumstances giving good reason to fear Customer will not perform;
c. Customer has been granted suspension of payments (surseance van betaling);
d. Customer is bankrupt or bankruptcy proceedings have been initiated;
e. Customer’s business is liquidated or discontinued other than for purposes of acquisition or merger.
16.2. Webatleten may also terminate the Agreement if circumstances arise making performance impossible or unreasonable under standards of reasonableness and fairness, or if circumstances arise such that continuation without modification cannot reasonably be expected.
16.3. If Webatleten suspends or terminates, Webatleten shall not be liable for any damages or costs arising therefrom.
16.4. Upon termination, all claims of Webatleten against Customer shall become immediately due and payable. If Webatleten suspends, Webatleten retains its legal and contractual claims.
16.5. Webatleten retains the right to claim damages.
Article 17. Intellectual Property
17.1. Intellectual property rights in the Content are vested in Customer or its licensors. Customer hereby grants Webatleten a license to use the Content to perform the Work.
17.2. Intellectual property rights (including copyrights) in the Software remain the property of Webatleten.
17.3. Customer shall respect Webatleten’s intellectual property rights at all times.
17.4. After delivery of the Software and after Customer has paid the development fee, Customer is granted a non-exclusive, perpetual right to use the Software, unless otherwise agreed.
17.5. If Webatleten provides standard Software, the license term and other arrangements shall be set out In Writing, e.g., in a license agreement.
17.6. Webatleten may use (parts of) the Software and make it available to third parties.
17.7. Software source code shall not be provided to Customer unless expressly agreed. Customer may not copy the code.
17.8. Software may include third-party software or (online) services. In that case, the scope of the license is governed by the applicable third-party terms.
17.9. Subject to Customer’s reasonable interests, Webatleten may use the Website for its own marketing and promotion, including posting an image of the Website and Customer’s name and/or logo on Webatleten’s website.
17.10. By commissioning publication or reproduction of materials protected by copyright or other IP laws supplied by or on behalf of Customer, Customer represents that no legal provisions or third-party rights are infringed and shall indemnify Webatleten for all resulting claims and consequences.
17.11. The engagement does not include research into the existence of third-party IP rights or the availability of IP protection forms for Customer.
17.12. Customer is responsible for verifying that Content does not infringe third-party IP rights.
Article 18. Confidentiality
18.1. Each party shall keep confidential all confidential information obtained from the other party or from other sources in connection with the Agreement. Information is confidential if designated as such or if confidentiality follows from the nature of the information.
18.2. If Webatleten is legally required to disclose confidential information by statute or court order and cannot invoke a legal privilege, Webatleten shall not be liable for damages and Customer may not terminate the Agreement free of charge on that basis.
18.3. Webatleten may use knowledge gained from performing the Work for other purposes, provided no confidential information is disclosed to third parties.
Article 19. Expiration (Limitation)
19.1. Unless otherwise provided in these Terms and Conditions, any claim rights of Customer against Webatleten shall expire no later than one (1) year after Customer became aware, or reasonably should have become aware, of such rights.
Article 20. Personal Data
20.1. Webatleten processes Personal Data in accordance with the GDPR. For more information, Customer may consult Webatleten’s privacy policy (as referenced by Webatleten).
20.2. Arrangements regarding processing of Personal Data by Webatleten on behalf of Customer are set out in Chapter 6 (Processor Agreement).
Article 21. Assignment / Contract Transfer; Cessation of Business
21.1. If Webatleten transfers (part of) its business or assigns its contractual relationship arising from the Agreement, Customer hereby gives advance consent to such transfer and shall cooperate as required under Article 6:159 of the Dutch Civil Code.
21.2. Customer may not assign any right under an Agreement to a third party except by transfer of its entire business.
21.3. If Webatleten ceases its business or the business activities covered by the Agreement and no transfer under 21.1 occurs, Webatleten shall provide Customer with data relevant to Customer so Customer can migrate services to a third party. Webatleten shall not be liable for damages arising from such cessation.
Article 22. Governing Law; Disputes; Venue
22.1. All Agreements and legal acts between Webatleten and Customer are governed by Dutch law, even if performance occurs wholly or partly abroad or if a party is located abroad.
22.2. The parties shall resort to court only after making best efforts to resolve disputes amicably.
22.3. All disputes relating to Agreements and legal acts between Customer and Webatleten shall be submitted to the competent court in the district where Webatleten has its registered office.
CHAPTER 2: PROJECT
The provisions in this Chapter 2 (“Project”) apply if Webatleten develops Software for Customer, without prejudice to the other provisions of these Terms and Conditions.
Article 23. Cancellation or Rescheduling of Project
23.1. If Customer cancels or reschedules the project, Webatleten shall invoice Customer for all Work performed to date at Webatleten’s hourly rate, and may also invoice reserved labor time at Webatleten’s hourly rate.
Article 24. Price Adjustments; Revision Round
24.1. If a fixed price is agreed, Webatleten may increase the fixed price if:
a. At Customer’s request, the Work is expanded (including additional features and/or changes outside the agreed specifications);
b. Unforeseen circumstances arise causing additional costs and/or additional Work; or
c. The data provided by or on behalf of Customer on which Webatleten based its price and time estimate is incorrect and/or incomplete, resulting in additional Work.
24.2. The fixed project price includes one (1) revision round. Customer must use the revision round within one (1) month after delivery.
24.3. Additional revision rounds, or any revision round requested after the deadline in 24.2, shall be billed at Webatleten’s hourly rate.
Article 25. Customer Obligations (Project)
25.1. Customer shall provide Webatleten with all Content necessary to perform the Agreement.
25.2. Content must comply with specifications prescribed by Webatleten.
25.3. Customer is solely responsible for publication/disclosure of Content where rights are held by third parties.
Article 26. Acceptance / Delivery
26.1. After completion, the Website will be placed in a staging environment so Customer may verify that the Software meets Customer’s requirements. Customer is responsible for thoroughly testing the Website in staging. Webatleten shall not be responsible for consequences of errors after the Website goes live.
Article 27. Software
27.1. Except for any non-excludable statutory warranties, Software is provided “AS IS” after delivery, without warranty of any kind.
27.2. Customer is not entitled to updates unless updates are included under a term agreement (duurovereenkomst) entered into with Webatleten.
27.3. If the Website is not hosted with Webatleten, Webatleten cannot guarantee quality or continuity of the Website.
27.4. If Customer requests work on delivered Software while not purchasing hosting and/or support from Webatleten, such work may not be performed immediately, as customers purchasing hosting/support have priority.
Article 28. Invoicing (Project)
28.1. If a fixed price is agreed for Software development, invoicing shall be:
a. 50% of the quoted amount immediately upon formation of the Agreement; and
b. 50% of the quoted amount plus any additional costs upon delivery in the staging environment.
28.2. If invoicing is based on time-and-materials (nacalculatie), Customer shall be invoiced periodically in arrears.
CHAPTER 3: HOSTING AND SUPPORT
The provisions in this Chapter 3 (“Hosting and Support”) apply if Webatleten provides hosting and/or support to Customer, without prejudice to other provisions.
Article 29. Term; Renewal; Termination (Hosting)
29.1. The hosting Agreement term is one (1) year unless otherwise agreed In Writing.
29.2. After expiration, the Agreement renews automatically for the same term unless terminated pursuant to 29.3.
29.3. Either party may terminate effective at the end of the term by giving Written notice with at least two (2) months’ notice.
29.4. If Customer terminates early, the fee for the agreed term remains due.
Article 30. Term; Renewal; Termination (Support)
30.1. The support Agreement term equals the term of the hosting Agreement.
30.2. If Customer purchases support without hosting, the support term is one (1) year.
30.3. After expiration, the support Agreement renews automatically for one (1) year unless terminated pursuant to 30.4.
30.4. Either party may terminate effective at the end of the term by Written notice with at least two (2) months’ notice.
30.5. If Customer terminates early, the fee for the agreed term remains due.
Article 31. Support Without Hosting
31.1. If Customer hosts the Website itself, Webatleten is not responsible for the Website code or its operation.
Article 32. Support
32.1. The scope of Services and included hours depend on the service package purchased.
32.2. Support does not include software development unless expressly agreed.
32.3. The Agreement may relate to a Website not developed by Webatleten. In such case, Webatleten shall not be liable for code written by Customer or third parties. Maintenance or troubleshooting requiring Work on non-Webatleten code may result in additional costs, billed in addition to the periodic fee.
32.4. Support is provided on a best-efforts basis unless the purchased package provides otherwise. Webatleten will make maximum efforts to resolve malfunctions as soon as possible but does not guarantee resolution times.
32.5. Additional support hours beyond the included hours shall be billed at Webatleten’s hourly rate.
Article 33. Customer Obligations (Support)
33.1. To promote support quality, Customer shall refrain from making changes to plugins and similar components of the Website.
Article 34. Hosting
34.1. Webatleten uses a hosting provider for hosting services.
34.2. Webatleten will use reasonable efforts to achieve uninterrupted availability and access to data stored by the hosting provider, but provides no guarantee.
34.3. Customer shall not, through use of hosting services, infringe third-party rights, act indecently or contrary to good morals or public order, or violate any legal provision. In particular, Customer shall:
a. Respect third-party (intellectual property) rights;
b. Not distribute data contrary to law;
c. Not use hosting services for criminal activities;
d. Not knowingly spread viruses.
34.4. Webatleten will strive to ensure hosting works as well as possible but depends on the hosting provider’s services. Provider failures constitute force majeure for Webatleten.
34.5. If Customer, in Webatleten’s reasonable judgment, violates this Article or otherwise misuses hosting, Webatleten may suspend hosting immediately without liability, and shall notify Customer In Writing.
Article 35. Invoicing (Hosting/Support)
35.1. Hosting fees are invoiced quarterly in advance.
35.2. Support fees for a fixed term are invoiced quarterly in advance.
Article 36. Prepaid Support Hours
36.1. Prepaid support hours must be used within three (3) years of purchase; after that, Customer forfeits any claim to unused hours.
36.2. When prepaid hours are exhausted, Webatleten shall notify Customer.
Article 37. Liability and Force Majeure (Hosting/Support)
37.1. If due to force majeure, a holiday, or vacation, Webatleten resolves a malfunction more slowly than usual and/or desired, Webatleten shall not be liable for resulting damages, including without limitation loss of revenue.
37.2. If Webatleten cannot perform the Agreement for an extended period due to force majeure, Customer may terminate early; in that case Webatleten shall cooperate in transferring the Work to a third party.
CHAPTER 4: HIRING
The provisions in this Chapter 4 (“Hiring”) apply if Customer hires Webatleten for a specific project for a specific period.
Article 38. Compensation
38.1. Work is performed based on the agreed hourly rate.
38.2. Webatleten may charge an expense allowance as agreed with Customer.
Article 39. Cancellation
39.1. If Customer cancels the Agreement, Customer shall be charged for:
a. All Work performed; and
b. Reserved labor time at Webatleten’s hourly rate.
Article 40. Invoicing
40.1. Invoicing shall be monthly in arrears.
CHAPTER 5: TRAINING
The provisions in this Chapter 5 (“Training”) apply if Customer purchases a Training.
Article 41. Cancellation by Customer
41.1. If Customer wishes to cancel a Training, Customer shall contact Webatleten as soon as possible and the parties shall attempt to reschedule. If the parties cannot agree to reschedule and the Training is cancelled shortly beforehand, Customer remains liable for the full agreed Training fee.
Article 42. Cancellation by Webatleten; Changes
42.1. Webatleten may cancel a Training if there are insufficient registrations, if Webatleten is prevented by force majeure, or if other force majeure applies. Webatleten shall notify Customer as soon as possible. If possible, Customer will be offered an alternative Training. If Customer declines or no alternative is offered, Webatleten shall refund amounts already paid for the cancelled Training.
42.2. Webatleten may change the date, time, and/or location of a Training and shall inform Customer as soon as possible. In such case, Customer may cancel free of charge unless the change is minor.
Article 43. Customer Obligations (Training Location)
43.1. If Webatleten provides Training at Customer’s location, Customer shall:
a. Timely provide a suitable training space;
b. Provide reasonably required facilities free of charge;
c. Ensure the location, tools, and circumstances are safe and comply with all legal requirements, and take measures to protect Webatleten during performance of the Work against danger to person, honor, and property.
43.2. Customer is responsible for Participants’ behavior during the Training.
Article 44. Training; Participant Responsibilities
44.1. Webatleten may deny a Participant access to the Training if:
a. The Participant misbehaves;
b. The Participant unreasonably hinders or prevents proper performance of the Training; or
c. The Participant’s conduct indicates the Participant does not wish to participate.
In such case, the full fee remains due, without prejudice to Webatleten’s right to damages.
44.2. During Training, Participants must not be disturbed by incoming calls, texts (SMS/WhatsApp), or emails unless permitted by Webatleten. Phones must be set to silent.
44.3. Costs arising from damage and/or destruction caused during Training by Participants shall be paid by Customer to the extent not recoverable from the perpetrator(s).
44.4. No refund (partial or otherwise) is owed if Customer or a registered Participant fails to attend agreed training days or stops attending early.
Article 45. Invoicing (Training)
45.1. Training fees are invoiced in advance.
Article 46. Intellectual Property (Training Materials)
46.1. Webatleten exclusively owns all intellectual property rights (including copyrights) in the Materials.
46.2. Customer may not reproduce, publish, or exploit the Materials without Webatleten’s prior consent.
46.3. Customer may use Materials only within Customer’s own organization and solely in connection with the Agreement.
46.4. Customer may not remove or alter any (copyright) notices on the Materials.
46.5. If Customer violates Webatleten’s intellectual property rights, Customer shall be liable for all resulting damages, including loss of revenue.
CHAPTER 6: PROCESSOR AGREEMENT (DATA PROCESSING)
This Chapter 6 (“Processor Agreement”) applies if Webatleten processes Personal Data on Customer’s behalf.
Article 47. General; Definitions
47.1. Terms used in these Terms and Conditions (including “Personal Data” and “Process/Processing”) shall have the meanings assigned by the GDPR, in any grammatical form.
47.2. Customer determines the purposes and means of Processing Personal Data and is the “controller” under the GDPR. Webatleten is the “processor” under the GDPR.
47.3. Webatleten shall Process Personal Data on behalf of Customer solely in the context of the Work to be performed under the Agreement.
Article 48. Types of Personal Data; Categories of Data Subjects; Purposes
48.1. Whose Personal Data is processed depends on the Work, Software/Website functionality, and/or the Service purchased, and may include, without limitation: Customer employees, customers/clients, suppliers, Software users, and individuals whose data is entered by Software users.
48.2. The types of Personal Data processed depend on the Work and services and may include, without limitation: first name, last name, preferred name, address, postal code, city, email, phone, date of birth, citizen service number (BSN), gender, login details, and bank details.
48.3. Webatleten shall not Process Personal Data for any purpose other than those determined by Customer.
48.4. The purpose of Processing is performance of the Agreement, including hosting, software development work, and support.
48.5. Customer is responsible for ensuring that the types of Personal Data, categories of Data Subjects, and processing purposes are defined between the parties via agreement or other legal act.
48.6. If Personal Data types, Data Subject categories, and/or purposes change, Customer shall notify Webatleten In Writing. Webatleten is not responsible for purposes not communicated by Customer.
Article 49. Customer Responsibilities
49.1. Customer represents and warrants that:
a. Customer has a lawful basis for Processing Personal Data;
b. Processing is proper and transparent toward Data Subjects;
c. The content, use, and commissioning of Processing are not unlawful and do not infringe third-party rights;
d. Customer provides Data Subjects all information required by law, e.g., via a clearly defined privacy policy;
e. If required by the GDPR, Customer maintains a record of processing activities from the GDPR’s effective date;
f. Customer does not retain Personal Data longer than permitted by law.
49.2. Customer shall indemnify and hold harmless Webatleten from claims arising from Customer’s failure to comply with the above.
49.3. If Customer violates the GDPR, Customer shall be liable for all damages suffered by Webatleten, including administrative fines.
Article 50. Processing
50.1. Webatleten shall Process Personal Data for the duration of the Agreement.
50.2. Processing shall take place within an automated environment.
50.3. Webatleten shall ensure compliance with GDPR requirements applicable to processors.
50.4. Webatleten processes Personal Data in accordance with Customer’s Written instructions and under Customer’s responsibility. Webatleten is not responsible for Customer’s collection of Personal Data.
50.5. Webatleten has no control over purposes and means and does not decide on use, disclosure to third parties, or retention. Control remains with Customer as controller.
50.6. If Webatleten processes Personal Data outside the EEA, processing shall occur only in countries with adequate protection or with appropriate safeguards providing enforceable rights and effective legal remedies for Data Subjects.
50.7. Webatleten shall promptly inform Customer of any legally grounded request by a competent public authority for disclosure of Personal Data. Where disclosure is legally required, Webatleten shall verify the legal basis and requester identity and, where possible, inform Customer prior to disclosure.
50.8. Webatleten shall not disclose Personal Data to third parties without Customer’s prior consent unless legally required.
Article 51. Data Subject Rights; GDPR Compliance Assistance
51.1. If a Data Subject submits a request to Webatleten (access, correction, deletion, or other rights), Webatleten shall notify Customer. Customer is responsible for handling the request and implementing measures such as deletion, modification, disclosure, termination, or restriction of processing.
51.2. Webatleten shall reasonably cooperate with Customer to enable Customer to comply with GDPR obligations, including assistance concerning obligations under GDPR Articles 32 through 36.
Article 52. Sub-Processors
52.1. By entering into the Agreement, Customer consents to Webatleten engaging third parties to perform the Agreement and to process Personal Data on Webatleten’s behalf as sub-processors (e.g., hosting providers).
52.2. Webatleten shall enter into an arrangement with sub-processors imposing obligations at least equivalent to those applicable to Webatleten toward Customer under these Terms and Conditions, or as otherwise imposed by legal act (including sub-processor terms).
52.3. Special categories of Personal Data shall not be shared with sub-processors.
Article 53. Security Measures
53.1. Webatleten shall implement appropriate technical and organizational measures to protect Personal Data against loss or unlawful processing, taking into account the state of the art, implementation costs, risks, and the nature of the Personal Data.
53.2. Such measures include, without limitation:
a. Strong passwords to prevent unauthorized access;
b. Storing provided data via a secure web environment;
c. Timely software updates and backups on secure media;
d. Secure network connections;
e. Encrypting data stored in the database;
f. Firewalls;
g. Virus scanners;
h. Periodic security checks;
i. Generally not printing documents containing Personal Data; if printed, storing securely or destroying immediately after use;
j. Physical protection of IT facilities, equipment, and the server containing the data against unauthorized access, damage, and failures.
53.3. Webatleten shall notify Customer of changes to security measures.
53.4. Customer shall provide Personal Data to Webatleten only after satisfying itself that required security measures are in place.
53.5. Webatleten shall provide Customer information reasonably necessary to demonstrate compliance with this Chapter and shall address information requests promptly and properly.
53.6. If a data protection impact assessment (DPIA) is required, Webatleten shall cooperate.
Article 54. Audit
54.1. Customer may have the agreed security measures audited by an independent ICT expert no more than once per year. Customer shall notify Webatleten In Writing at least two (2) weeks in advance and identify the auditor. Customer shall ensure the auditor is bound by confidentiality regarding confidential information and Personal Data accessed.
54.2. Audit costs are borne by Customer.
54.3. Webatleten shall cooperate with the audit. Results shall be discussed jointly to determine whether an improvement plan is appropriate.
Article 55. Security Incident
55.1. Webatleten shall use reasonable efforts to prevent Security Incidents, but cannot guarantee that none will occur.
55.2. If a Security Incident occurs involving sensitive Personal Data leakage or otherwise causing serious adverse consequences for protection of processed Personal Data, Webatleten shall notify Customer as soon as possible and in any event within forty-eight (48) hours. Customer is responsible for assessing whether notification to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) is required and for timely reporting.
55.3. Webatleten shall timely provide Customer with information regarding the Security Incident as requested by Customer or as known or reasonably should be known by Webatleten that may be relevant for Customer’s compliance obligations.
55.4. Upon discovery, Webatleten shall promptly take reasonable measures to prevent or limit adverse effects.
55.5. If the Security Incident adversely affects Data Subjects’ privacy, Data Subjects must be notified unless an exception applies. Customer is responsible for assessing whether a notifiable data breach exists and for notifying Data Subjects. If legally required, Webatleten shall cooperate in informing Data Subjects.
Article 56. Webatleten Personnel and Engaged Third Parties
56.1. Webatleten employees or engaged third parties shall access Personal Data only to the extent strictly necessary to perform their tasks. Access rights shall be revoked immediately when no longer necessary or when employment/engagement ends.
56.2. Webatleten shall keep Customer-accessible Personal Data confidential and impose the same obligation on its personnel. This does not apply where disclosure is legally required. Personnel and engaged third parties sign confidentiality agreements or are bound through employment/assignment documentation.
56.3. Webatleten shall regularly check whether its personnel and engaged third parties comply with these Terms and Conditions.
Article 57. Provision and Deletion of Personal Data
57.1. Webatleten shall make Personal Data available to Customer upon Customer’s first request.
57.2. Webatleten shall delete all Personal Data fully and irrevocably upon Customer’s first request.
57.3. Upon termination of the Agreement, Webatleten shall, at Customer’s choice, delete Personal Data after termination or provide Personal Data to Customer and then delete it, unless legal retention is required.
57.4. Costs for providing Personal Data to Customer shall be charged to Customer.
Article 58. Liability (Data Processing)
58.1. If Customer uses the Software/Website/Service improperly and/or performs actions violating the GDPR or other privacy laws, Webatleten shall not be liable. Webatleten is never responsible for fines imposed on Customer in connection with Processing Personal Data.
58.2. If Webatleten is required to pay compensation to one or more Data Subjects due to GDPR violations, Webatleten shall have a right of recourse against Customer and Customer shall reimburse Webatleten, except where damages arise from Webatleten’s failure to comply with processor-specific GDPR obligations or from Processing outside or contrary to Customer’s instructions.
58.3. If Webatleten is liable to Customer in connection with Personal Data processing, Webatleten’s liability is limited as set forth in Article 14.13.
58.4. Liability for an attributable breach of this Chapter arises only after Customer has served Webatleten a Written notice of default describing the breach clearly, granting a reasonable cure period, and Webatleten culpably fails to cure. Notice may be omitted if performance is permanently impossible.
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Version January 2024