SportaMundi (hereinafter referred to as “SPORTAMUNDI”) is a belgian nonprofit organization (NPO). The organization is devoted to bring scientific research into practice by developing, implementing and supporting products and services to nonprofit organizations.
Every agreement entered into between the nonprofit organization SPORTAMUNDI, with its registered office at Gaver 13, 9830 Sint-Martens-Latem, Belgium, VAT BE 0695.531.273, RPR Ghent, department Ghent and the customer is governed by these terms and conditions.
SPORTAMUNDI offers a digital platform which integrates several science based products and services in the domain of sports and movement.
The on-line software of the SportKompas products are provided by means of software as a service (“the services”).
SPORTAMUNDI has the right to change the offer and the composition of its products and services whenever it decides to do so. It will at least ensure that the customer is informed of this in advance within a reasonable term through an entry on its website or through SPORTAMUNDI communication to existing customers (cf. article 18).
The services, as described above, on the website or in the SPORTAMUNDI communication (cf. 18) are made available on an “as is” basis. The customer therefore declares that he has been sufficiently informed about the contents and the scope of the services.
Services and products related to sports orientation use the brand name “SportKompas”. SportKompas ® s a registered trademark of SPORTAMUNDI. UGent has the intellectual property rights of SportKompas. SPORTAMUNDI has been granted the exclusive rights of UGent to develop and service the SportKompas products and services in service of nonprofit organizations. Products related to sports orientation use the brand name “SportKompas” and are defined as follows:
- SportKompas I DO, a system to register, report and follow up the results of the SportKompas physical tests of each child.
- SportKompas I LIKE, a web application where children can discover which sports they like.
- SportKompas I AM, a questionnaire to find out a child’s motivation for sports and their personal context.
1.2 HAN BEWEEGTEST
Services and products to identify the movement level of children use the brand name “HAN BEWEEGTEST”.
SPORTAMUNDI has been granted the exclusive rights of Hogeschool Arnhem Nijmegen (HAN) to develop and service the SportKompas products and services the HAN BEWEEGTEST on the SPORTAMUNDI digital platform in service of nonprofit organizations. HAN has the intellectual property rights of the HAN BEWEEGTEST.
2. Area of application
By ordering the services of SPORTAMUNDI, the customer acknowledges that he has read and accepts general terms and conditions (Terms of Service).
These general terms and conditions may at all times be consulted on the SportKompas website with the URL http://www.sportkompas.be (hereinafter referred to as the “website”).
If SPORTAMUNDI fails to require strict application of any of the provisions of these terms and conditions, this cannot be considered a tacit waiver of these rights.
SPORTAMUNDI reserves the right to change its general terms and conditions whenever it wishes to do so by a change on its website. Any such change will be announced within a reasonable term in advance by SPORTAMUNDI on its website, as well as through the SPORTAMUNDI communication to its existing customers (cf. article 18).
The nullity of one or more provisions in these terms and conditions does not affect the applicability of all other provisions. In the event of the nullity of one of the provisions, SPORTAMUNDI and the customer, as far as possible and according to their loyalty and conviction, will negotiate to replace the void provision by an equivalent provision.
A customer is any private or professional person who purchases services from SPORTAMUNDI, as well as anyone who acts in the name and for the account of an artificial person or organization.
Private customers are assumed to be at least 18 years of age.
Offers of SPORTAMUNDI are without any obligation and should only be considered an invitation to the customer to subscribe for a service or signs a contract with SPORTAMUNDI.
An offer is only valid for a specific subscription to which it relates and does therefore not automatically apply to subsequent similar subscriptions. Offers only comprise the services that are specifically stated in the offer.
Promotions, leaflets or catalogues, of whatever nature, issued by SPORTAMUNDI will not be considered an offer.
5. Formation of the agreement
An agreement will only be legally and finally concluded when the customer subscribes for a service with SPORTAMUNDI (i) through the subscription option on the website, or (ii) by signing a contract or (iii) by telephone, and subject to the condition that this subscription is followed by an e-mail from SPORTAMUNDI to the customer in which a user account is provided containing the activation password (for further details see article 6).
A valid subscription presupposes that the customer has at least provided the following information:
- Identity details of the customer organization (the account)
- Identity details of the natural person (the account admin) with a valid email address
Before the customer receives a user account, SPORTAMUNDI is entitled to request further information about the customer and his activities, including, but not limited to, an assessment of his creditworthiness.
The information provided by a customer to qualify for a user account must at least be accurate, truthful, up to date and complete.
Failure by the customer to provide the correct information, or in the event of doubts by SPORTAMUNDI about the identity or admissibility of the activities of the customer will entitle SPORTAMUNDI to refuse to implement the subscription by providing a user account. Subscriptions showing that the customer intends to resell the services himself will also entitle SPORTAMUNDI to refuse.
A refusal to provide a user account (and hence a contract) by SPORTAMUNDI will never be a reason for any compensation.
Any changes or additions to the agreement after the user account has been provided will only be considered valid after written approval of and implementation by SPORTAMUNDI.
6. User account/login
Acceptance by SPORTAMUNDI of a valid subscription by the customer will activate the user account. A user account and accompanying login(s) provides the customer with access to the services of SPORTAMUNDI.
Access to the services implies a right by the customer to use the services – at a charge. Under no circumstances does it imply a transfer of ownership of the services by SPORTAMUNDI to the customer.
A user account contains the location and access codes that allow the customer access to the services.
A login belongs to one person only and may therefore not be shared with other persons.
Every user of the customer must create a unique password for each login, which will belong to his personal information.
Each customer is only responsible for the protection and security of his data concerning the user account and logins, including, but not limited to, the user name and the password. The customer is assumed not to transfer this information to a third party and to immediately punish any unauthorized use as well as bring it to the attention of SPORTAMUNDI. A customer is, moreover, not even assumed to disclose his passwords (or those of his users per login) to SPORTAMUNDI (for example, when using the helpdesk when seeking the assistance of SPORTAMUNDI – cf. article 17).
Each loss or misuse of the personal details connected to the user account and accompanying logins may therefore lead to liability towards SPORTAMUNDI.
7. Duration and termination
An agreement to use the services of SPORTAMUNDI is entered for an indefinite period of time. The extension of the agreement is, however, always subject to advance payment by the customer for the agreed period (quarter or year). SPORTAMUNDI thus uses subscription format.
The customer may terminate the agreement at any time and for any reason by sending an e-mail to SPORTAMUNDI (firstname.lastname@example.org). SPORTAMUNDI is obliged to terminate the agreement within five (5) working days after the date of this e-mail and to deactivate the customer’s user account. In any case, the termination of the license needs to take place before SPORTAMUNDI has proceeded to invoicing in light of the advance payment of the upcoming agreed upon period. If the termination takes place after SPORTAMUNDI has already proceeded to invoicing, the customer is supposed to pay the invoice in a timely manner (even if he is by no means planning on continuing to use the agreement).
If the customer does not agree to the non-exhaustive listing of (i) a change of the offer or the composition of the services of SPORTAMUNDI (cf. article 1), (ii) a change of the general terms and conditions by SPORTAMUNDI (cf. article 2) or (iii) any announced price adjustment by SPORTAMUNDI (cf. article 10), he may at all times simply terminate the agreement. Under no circumstances does this entitle the customer to claim compensation from SPORTAMUNDI.
The services of SPORTAMUNDI are provided as “software as a service”. The mere announcement of the user account (with accompanying logins) to the customer will be considered a delivery of the services. Use of the services by the customer is equivalent to acceptance of the services.
Use of and access to the services by the customer presupposes an Internet connection and the use of a modern web browser (such as but not limited to the most recent version of Google Chrome). If an obsolete web browser is used, the customer may not be able to use all functions of the services or these functions may not operate optimally.
9. Demo version
Each potential customer will be given an opportunity, before an agreement is entered into, to use a test version of the services for an agreed period. This requires an online registration by the user but will be free of charge. On conclusion of this period, the demo version will end automatically without any action by the user being required.
If the customer subsequently (or even before the end of the period of the demo version) wishes to subscribe for the services, the conditions as described in article 5 must be complied with.
By subscribing to the services, the private or professional customer expressly agrees that the delivery of the services may commence and he, consequently, acknowledges that he has no right of withdrawal. Nevertheless, prior to entering into the agreement, each private customer may always use the demo version offered by SPORTAMUNDI.
The services are be provided at a specific price per month or per year.
All prices will at all times be shown on the SportKompas website and are expressed in euros. The prices do include VAT.
The prices will be similar to the prices as shown on the website at the time when the agreement between the parties is entered into (cf. article 5).
Under no circumstances does SPORTAMUNDI guarantee that it will maintain its prices - as shown on the website – for a specific period, since it depends on the market structure.
In so far as the prices are based on the level of the applicable wage costs, costs of components/services, social security contributions and public service charges, costs of materials and parts, exchange rates and/or other costs, SPORTAMUNDI will be entitled, in the event of an increase or decrease of one or more of these price factors, to increase or decrease its prices accordingly whenever it wishes to do so, in accordance with the legally permitted standards. The new price structure will be notified to the existing customers (cf. article 18) at least one month before they take effect through the SPORTAMUNDI communication and are announced on the website.
undertakes to invoice its private and professional customers. It will do so on a monthly basis at the beginning of the month after the performance of the tests during the previous month. The price on the invoice is based upon the newly registered sporters multiplied by the price per sporter.
If the customer terminates the agreement (cf. article 7), the amounts already paid to SPORTAMUNDI will remain finally acquired and will not be returned.
By subscribing to the services, the customer explictitly agrees to electronic invoicing by SPORTAMUNDI, unless agreed otherwise in writing by the parties.
The invoice will be sent to the address provided by the customer with his subscription. The customer undertakes to inform SPORTAMUNDI in time of any changes in respect to this.
SPORTAMUNDI applies a payment term of 14 calender days starting on the date of the invoice.
The financial details of the customer that are entered for his online payment will only be exchanged between the external partner and the financial institutions involved. SPORTAMUNDI does not have access to the confidential financial details of the customer.
The online payments are made with the aid of secure protocols. All online payments are subject to the general terms and conditions of the external administrator of the payment platform, who has exclusive responsibility for the correct processing of all online payments.
Any invoice that has not been paid, or only partly paid, on the due date will be subject by law and without any notice of default to late payment interest of 1% per overdue month, for which a month that has already started is considered to be fully lapsed.
After 1 month overdue payment SPORTAMUNDI has the right to increase the amount due with 12% of the invoice amount, with a minimum of fifty euros (€ 50,00) (incl. VAT), by way of lump sum compensation, irrespective of the right of SPORTAMUNDI to claim higher compensation.
SPORTAMUNDI also reserves the right to temporarily suspend the access to the services until it has received actual payment from the customer.
The unconditional payment of part of an invoice amount is deemed to be an express acceptance of the invoice.
Invoices may only be validly protested in writing by registered letter within 14 calendar days after the invoice date stating the invoice date, invoice number and a detailed explanation.
If an order is cancelled, even for a part, but at least prior to the delivery of the services (cf. article 8), SPORTAMUNDI reserves the right to claim compensation from the customer of 10% of the price of the cancelled order, not including VAT, irrespective of SPORTAMUNDI’s right to compensation for the damage it has actually suffered, if it is able to prove it.
14. Terminations options by SPORTAMUNDI
Since the agreement has been entered into for an indefinite period of time, SPORTAMUNDI has the right to terminate the agreement with the customer - by deactivation of his user account - if it believes it has an objective reason for doing so.
Objective reasons include, but are not limited to:
- If during the course of the agreement SPORTAMUNDI has reasons to assume that the customer’s data are false, inaccurate or obsolete;
- If SPORTAMUNDI discovers or has substantial reasons to suspect that the customer uses his services for unauthorized purposes;
- If it is suspected that the customer breaches the current terms and conditions;
- If SPORTAMUNDI discovers that the agreement with the customer is based on incorrect information of the customer or if SPORTAMUNDI suspects that the customer purchases a product of SPORTAMUNDI for reasons that cannot be considered as objectively reasonable and acceptable;
- If the customer fails to pay his outstanding invoices to SPORTAMUNDI in time and in full;
- In the event of an imminent bankruptcy of the professional customer.
After deactivation, SPORTAMUNDI is entitled to refuse the customer any future access to the services, or to undo the deactivation again after negotiating with the customer.
In each of these cases SPORTAMUNDI is entitled to claim compensation for the damage it has suffered as a result.
SPORTAMUNDI undertakes to inform the customer of the deactivation by email at least 5 calendar days before termination takes effect.
(15.1) Input data: All data entered by the customer when using the services (hereinafter “input data”) will be treated confidentially by SPORTAMUNDI to the best of its ability and with the necessary care.
SPORTAMUNDI will confine itself merely to analyze the user behaviour of its customers with a view to improving its services. A list of the employees who have access to the input data can be requested by sending an email to email@example.com. Only if a customer specifically asks for this after contacting the helpdesk (cf. article 17), SPORTAMUNDI will, by way of exception, possibly grant other employees access to the input data in order to resolve the customer’s problem fast and effectively.
SPORTAMUNDI acts as a facilitator for the processing of the input data of the customer, and should therefore be considered the sole processor. The customer is and remains the person ultimately responsible for his processed input data and their contents. The processing through SPORTAMUNDI may take place anywhere in the world using the techniques SPORTAMUNDI itself considers sufficient.
Each customer is obliged to provide confidentiality to his own input data and to ensure that this confidentiality is also observed by third parties whom he grants access to his user account. A customer must be aware that when he transfers his “API-key” to a third party he grants this third party full access to his user account, logins and input data.
SPORTAMUNDI can under no circumstances be held liable for the loss or incorrect use of the input data of his customers, unless this is purely due to negligence on his part.
SPORTAMUNDI will only grant third parties access to the input data of his customer if it is requested to do so by law (for example: as part of a legal investigation or if it is forced to do so by a judgement of the court). Any costs or damage for SPORTAMUNDI resulting from such access will be at the expense of the customer.
(15.2) Cooperation: All information (including but not limited to the business data, customer lists or payroll data) exchanged between SPORTAMUNDI and a (potential) customer prior to cooperation between the parties to explore the possibilities of a possible cooperation will be treated as confidential by each party receiving such information.
This same obligation applies to all information exchanged between the parties during the cooperation. This obligation to observe confidentiality will, however, under no circumstances create a situation whereby ideas discussed between the parties that may serve to improve or expand the services of SPORTAMUNDI be subsequently worked out by and in the name of SPORTAMUNDI and then commercialized.
The receiving party may only disclose this confidential information to its employees in so far as it must be disclosed to them for the purpose of possible cooperation.
Each of the receiving parties is obliged to observe perpetual confidentiality, unless the information provided has become public through no fault of the receiving party, or if the receiving party is required to disclose it by law.
Each of the receiving parties undertakes not to exploit the information in any way or to use it for any other purpose than to explore the feasibility of cooperation between the parties.
None of the receiving parties will submit an application for intellectual property protection, wherever in the world, relating to the information provided to them, nor will they provide anyone with an opportunity to do so, unless they have the express permission of the party providing the information.
If one of the receiving parties fails to comply with the obligations of article 15.2, this only fact will incur an immediately due and payable compensation per event of 500.00 euros for the benefit of the supplying party, irrespective of the right to compensation of the actual suffered damage.
16. Consequences of deactivation
If the agreement between SPORTAMUNDI and the customer is terminated by the customer (cf. article 7), the customer is obliged to export prior to his termination the input data he has entered at his own initiative using the available export tools.
If the agreement between SPORTAMUNDI and the customer is terminated by SPORTAMUNDI (cf. article 14), the customer must - within the period stated by SPORTAMUNDI when it notified the customer of the termination - export his input data using the available export tools.
If the customer fails to meet the provisions of this article, SPORTAMUNDI reserves the right to keep the input data, and treat them to the best of his ability with the required confidentiality and not disclose them.
However, in such case SPORTAMUNDI is entitled to delete the input data in due course.
17. Helpdesk and complaints
If the customer has questions about or problems with the functionality of the services, he may contact the helpdesk of SportKompas. The helpdesk can be reached from 9 a.m. to 5 p.m. CET on working days (not on Saturdays, Sundays and public holidays) free of charge. The helpdesk can be reached by telephone or by e-mail (firstname.lastname@example.org).
The SportKompas helpdesk will do its best to help the customer find a solution as fast as possible to any questions the customer may have.
In the event of problems with the availability of its services, SPORTAMUNDI will offer a solution within the bounds of reasonableness. SPORTAMUNDI will at least have full freedom to decide on an adequate solution or compensation for its customers.
Immediately after the delivery of the service (cf. article 8), the customer must carry out an initial verification. This obligation to verify relates – among other things - to: number of logins, conformity of the delivery, visible defects to the software, etc. The customer must immediately inform SPORTAMUNDI through the helpdesk or by e-mail (email@example.com) of any directly verifiable defects, under penalty of cancellation, within 5 calendar days after delivery but at least 48 hours after they have been discovered.
Professional customers must inform SPORTAMUNDI through the helpdesk or by e-mail (firstname.lastname@example.org) in writing of any hidden defects within one (1) month after the date of delivery of the services but at least 48 hours after they have been discovered. Such defects include – amongst others -: errors in the back-end of the website or software, database or programming errors, etc. For private customers the legal guarantee for hidden defects is 2 years from the date of delivery of the services. Such guarantee can only be claimed in so far as the private customer can demonstrate that the defect already existed at the time of delivery. The private customer must, under penalty of cancellation, inform SPORTAMUNDI of all complaints for hidden defects within the month they are discovered, as provided for in this section.
If no complaints are made within these periods, the customer is deemed to have approved and accepted the delivery. Under penalty of inadmissability of the complaint, the customer must be able to prove that he has used the services correctly both before and after he discovered the defects.
Under no circumstances does the guarantee or indemnification against hidden defects apply if the damage has been caused by incorrect or unsafe use of the services by the customer (e.g. failure to use a firewall or insufficient protection against viruses).
Each claim for indemnification will be denied in the event of alterations or repairs by the customer or by third parties.
The customer will bear the costs made as a result of unjustified complaints.
18. SPORTAMUNDI communication
The services comprise communication by SPORTAMUNDI by email at regular times concerning service-related announcements, administrative e-mails and newsletters.
The customer will at all times be able to unsubscribe from these newsletters. Since this communication is considered to form an integral part of the service provision, the customer can in no way whatsoever hold SPORTAMUNDI liable for changes of whatever nature of which the customer would normally have been informed through the communication but now no longer can be by unsubscribing.
Under no circumstances whatsoever does SPORTAMUNDI allow the use of its services for illegal or unlawful purposes, or for the transfer of data that are illegal, defamatory, infringes a person’s privacy, offensive, threatening, damaging or infringes a person’s intellectual property rights (non-limitative list).
The purpose of the use of the services is the full responsibility of the customer. The customer guarantees that he will not use the services for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of e-mails.
The use of the services and (the material downloaded by using the services) will be at the customer’s own risk. The customer expressly acknowledges that the services provided by SPORTAMUNDI are delivered without any statements or guarantees, explicit or implicit. SPORTAMUNDI will therefore not provide any guarantees with respect to this service or with respect to the information provided by these services.
Without prejudice to the generality of the preceding section, SPORTAMUNDI does not guarantee that: (i) the services and/the website will be constantly available, free of viruses, in time and complete, or (ii) the information provided by the service is complete, correct, accurate and non-misleading.
The customer himself will be responsible for any damage incurred to his computer program or wireless equipment after using the services.
All statements on the website itself relating to the reliability and the security of the services constitute a mere description of SPORTAMUNDI’s obligation to perform to the best of its ability. SPORTAMUNDI will therefore always act to the best of its ability and as it sees fit. For further information about the statements on the website, SPORTAMUNDI at all times refers to the contents of these terms and conditions.
A customer is deemed not to provide (confidential) information/details (e.g. an Excel sheet with data) to SPORTAMUNDI in whatever manner and for whatever reason. If, however, through his acts, the customer fails to comply with this provision, he acknowledges that he is acting entirely at his own risk. In such case SPORTAMUNDI cannot guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the input data (cf. art. 15.1).
Under no circumstances will SPORTAMUNDI be obliged to compensate indirect, special or consequential damage, trading losses, loss of income, loss to reputation or goodwill, loss of or damage to information or data, or any other damage incurred by using the services. This limitation of liability also applies after SPORTAMUNDI has been specifically informed of the potential loss of the customer.
Neither will SPORTAMUNDI be liable for any defects incurred directly or indirectly by an act of the customer or a third party, irrespective of whether this act is caused by an error or by negligence.
With the exception of the indemnification by SPORTAMUNDI in accordance with the aforementioned guarantee condition, the liability of SPORTAMUNDI is limited to the amount for which SPORTAMUNDI is insured and at least limited to the liability prescribed by law.
The customer finally acknowledges that SPORTAMUNDI does not offer the guarantee that the services comply with the regulations or requirements that apply in any legal area, with the exception of the regulations or requirements that apply in Belgium, as they apply at the time of the delivery by SPORTAMUNDI of the product to the customer, so that SPORTAMUNDI cannot be held liable for any subsequent changes in the law of whatever nature.
20. Force majeure/hardship
If, due to force majeure, SPORTAMUNDI is unable to perform its obligations or is unreasonably hampered in the performance of its obligations, it will be entitled to temporarily suspend the performance, wholly or in part, for the duration of this force majeure or altogether, without being required to give advance notice or to pay any compensation.
Cases of force majeure traditionally include: seizure, illness, war, blockade, insurrection, strike or lock-out, shortage of vehicles, scarcity of services, restrictions in the energy consumption, either with SPORTAMUNDI or with one of its suppliers.
In the event of hardship, SPORTAMUNDI undertakes to renegotiate the terms and conditions of the agreement. If the parties fail to reach an agreement, SPORTAMUNDI reserves the right to suspend performance of the agreement wholly or in part for the duration of the hardship.
In accordance with the provisions of the Belgian Financial Securities Act of 15 December 2004, SPORTAMUNDI and the customer compensate and offset automatically and by operation of law all current and future debts they owe each other. This means that in the permanent relationship between SPORTAMUNDI and the customer only the highest debt remains on balance after the aforementioned automatic settlement. This setoff may at least be relied on with respect to the bankruptcy trustee and the other concurrent creditors, who will therefore not be able to oppose the setoff implemented by the parties.
22. Intellectual rights
SPORTAMUNDI guarantees that it possesses the required licences or other intellectual property protection rights for offering its range of services. However, SPORTAMUNDI retains all copyrights, trademark rights or the rights it has been granted to service description, programs, drafts, texts, designs, drawings, models, photos and services it has provided, which means that the customer may not copy the services or use them for other purposes than those for which they are intended without the prior written consent of SPORTAMUNDI.
23. Personal data
The customer authorizes SPORTAMUNDI to include the personal data provided by the customer in an automated data file. SPORTAMUNDI will act in accordance with the Belgian Personal Data Protection Act of 8 December 1992.
These data will be used for communicaton with the customer and can be used anonymously for reporting to public institutions.
The customer will at all times be entitled to request and improve his data. If the customer no longer wishes to receive any information from SPORTAMUNDI, the customer must inform SPORTAMUNDI of this.
24. Choice of law and competent courts
Belgian law applies. Disputes will be resolved exclusively by the courts of the court district where SPORTAMUNDI has its registered office, unless SPORTAMUNDI expressly provides otherwise.
Unless expressly agreed otherwise, the customer acknowledges that the language of these general terms and conditions is also the working language of all transactions with SPORTAMUNDI. The original language of these terms and conditions is Dutch. Translations or documents drawn up in another language should always be regarded as extra service for the customer.