Rinus Football Cloud Services Terms and Conditions

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KNVB develops and licenses a certain football (or other sports) trainers application software tool and makes this tool and related services available to Customer in an environment that is hosted and maintained by the KNVB. KNVB hereby grants to Customer the right to use the tool and the services, and Customer hereby accepts such right subject to the TCs (including but not limited to the contents of attachments, addenda, schedules and exhibits and documents referenced at URLs – if applicable – and the provision of governing law and jurisdiction of the competent court) and to the extent agreed upon in the Order Form). Customer denies the applicability of its own (purchase) order terms and conditions and accepts exclusively of the TCs.

Article1: Definitions

  1. Customer shall mean an entity purchasing the Services from the KNVB by means of the settlement of an Agreement; the full legal name and address of the Customer are specified in the Order Form.
    1. Order Form shall mean a document fully executed by Customer and the KNVB that provides for the purchase and delivery of the Services, fully incorporating the TCs, and stating the relevant factual details of the Rinus Football Software and Services including attachments if and to the extent agreed upon in writing by Customer and the KNVB.
    1. The Agreement shall mean the combination of the Order Form and the TCs including all attachments, addenda, schedules and exhibits and documents referenced at URLs.
    1. Rinus Football Software shall mean the present and future standard proprietary football trainers application tool of the KNVB – in the English and/or Dutch language – which is generally commercially available and marketed under the name “RINUS FOOTBALL” (including the related Software Product Description) and made available by the KNVB to Customer as part of the Cloud Services; such software is specified in the Order Form.
    1. Open Source Product shall mean any present and future open source software which is subject to the relevant licensing terms; the list of this software and the text of these different applicable terms can be found here. 
    1. Software shall mean the Rinus Football Software and the Open Source Product.
    1. Software Product Description shall mean the on-line help text/manual being part of the Rinus Football Software, indicating the total of the functional properties, system functions, availability and (hosting) security of the Rinus Football Software and the Domain. The Software Product Description can be found here.
    1. Website shall mean the (responsive) website www.rinusfootball.com and the (native) app Rinus Football.
    1. Cloud Services shall mean access by means of the Website to the Software in the Domain on an ongoing basis together with support for the Rinus Football Software as provided by the KNVB – in the English and/or Dutch language – under an applicable Order Form. In the so-called Service Level Agreement (“SLA) a certain operational aspects and levels of the provision of such access and support are described in detail. The SLA can be found here.  
    1. End User means a natural person who can log into the Cloud Services respectively the Domain under the responsibility of the Customer, being Customer’s own football coaches working for national representing teams of the Territory and football coaches working for football clubs situated in the Territory and licensed by the Customer; the licensed quantity of End Users respectively the percentage of local football clubs are indicated in the Order Form.
    1. Data means all data and content of any nature whatsoever if delivered, created and/or obtained by Customer through the Cloud Services in the Domain which may contain personal data (= any information related to any identified or identifiable person – e.g. an End User – and any other additional data deemed as personal data under the applicable personal data protection laws).
    1. Domain means Customer’s own hosted environment used to deliver the Cloud Services (i.e. network, hardware, operating system and Rinus Football Software, all hosted in a data center, up until where the Internet Protocol data packets leave the data center either via a private or public connection).
    1. Project Based Services shall mean the consulting, training, development, implementation, translation, customization of information technology services and/or advice to be provided by the KNVB to Customer on a time and material or on a fixed price basis, to the extent specified in the applicable Order Form. Project Based Services do not include the provision of Cloud Services.
    1. Services shall mean the Cloud Services and the Project Based Services.
    1. Territory shall mean the country as indicated in the Order Form.
    1. Effective Date shall mean the starting date of the Agreement as indicated in the Order Form.
    1. Term shall mean the initial number of Contract Years as of the Effective Date for which the Agreement is in force, which number is defined in the Order Form and any possible renewals thereof (see Article 9). 
    1. Contract Year shall mean each period of twelve (12) consecutive months from the Effective Date and each anniversary of the Effective Date.
    1. Invoice Period means the period (weekly, monthly, quarterly and/or – typically – annually) as indicated in an Order Form, for which the KNVB shall invoice Customer for the Cloud Services.
    1. Contract party-/ies shall mean any KNVB authorized distributor, system integrator, hosting, consulting firm or other third party operating under a written partner agreement with the KNVB.

Article 2: Scope


2.1 Applicability TCs

The TCs monitors all use of the Services. The KNVB explicitly rejects any general (purchasing) conditions of the Customer. The Customer explicitly and exclusively accepts the provisions of the TCs. In the event of any discrepancies or contradictions between the TC’s and the Order Form, the terms of the Order Form shall prevail.

  • Ordering and internal use Customer may elect to purchase Services under the terms of the Agreement by executing one or more Order Forms. Subject to the Agreement and in return for the payment of the applicable fees, the KNVB grants Customer during the Term a non-exclusive, terminable, worldwide, non-transferable and limited right to use the Software respectively the Services in the Territory solely for the (internal business) benefit of the Customer. Parties agree that internal business relates to the use by End Users. The Rinus Football Software and/or the Services may not be transferred, sold, assigned, or otherwise conveyed by Customer. Customer may not sell, rent, license, or grant sublicenses, leases, or other rights in Rinus Football Software and/or the Services to others.
    • Cloud Services Parties agree that Customer will be responsible for providing the first line of support to the End Users by properly trained staff regarding the use of the Software, the Services, the Website respectively the Domain. Parties agree that End Users shall not contact the KNVB directly for any support issues. The KNVB shall as part of the SLA provide information regarding the specific capabilities, performance features and operating problems encountered or likely to be encountered in the use of the Software, the Services, the Website respectively the Domain and in general assist the Customer in responding to questions raised by End Users, which Customer is una­ble to answer. If Customer raises support requests under the SLA that are not based on problems with the Rinus Football Software and/or Cloud Services, but are instead due to lack of training on how to use the Rinus Football Software and/or Cloud Services, the KNVB can refuse to respond to such calls. In this event, Customer shall undergo, and pay for, additional training on such use as a Project Based Service. 

The support of the KNVB under the SLA provided to Customer does not include among others:

  • the installation and/or the implementation of releases of the Software; 
  • on-site visits to provide assistance;
  • support regarding the Open Source Software; 
  • altered, damaged or modified Rinus Football Software;
  • problems/errors caused by negligence, or misuse or misapplication, use of the Software other than as specified in the Software Product Description and/or caused by events beyond the control of the KNVB.  

In the event that in the course of investigating a possible error, the KNVB establishes that the problems concerned are not attributable directly to an inherent problem in the Rinus Football Software and/or Services, including without limitation problems caused by Open Source Product or by any software, accessories, network, hardware, system or other devices and/or equipment not supplied by the KNVB, Customer shall reimburse the KNVB at KNVB’s then current hourly fees for consultancy plus – if applicable – reasonable travel and accommodation expenses.

  • Staff Parties agree that they shall maintain a sufficient staff to perform its obligations under the Agreement and that staff shall have the proper skill, training and background so as to enable them to perform in a competent and professional manner. Customer acknowledges that the timely provision of, and access to, assistance, cooperation, complete and accurate information from its officers, agents, and employees are required to enable the KNVB to provide the Services.
    • Project Based Services Since Project Based Services as such may apply to great variation of activities, the scope/content/further details/the related time schedule/reimbursement/related payment schedule of the Project Based Services shall be agreed every time in writing by parties in an Order Form.
    • Training In the event that as part of the Project Based Services, the provision of training is agreed upon in an Order Form, the KNVB shall offer training to Customer’s personnel at a KNVB location or on-line and at reasonable times, subject to the availability of KNVB’s personnel. Such training sessions shall include technical exchanges and information on the performance, use and support of the Software and the Services. In the event the training is held at a KNVB location, the Customer shall bear its own out-of-pocket expenses (including but not limited to its travel and accommodation expenses) in attending such training sessions. With exception of the initial training as indicated in the Order Form, the KNVB shall provide such training against payment of the related fees as mentioned in the Order Form concerned. For each and every training provided at the location of Customer, the KNVB shall charge Customer for the travel, accommodation and out-of-pocket expenses of KNVB’s personnel in the event the training is provided at the location of Customer.
    • Changes to Order Forms Possible future changes to Order Forms shall be effected only upon a written change order that is signed by Customer and the KNVB.
    • Suitability Customer alone is responsible for determining which software best suits its needs and the needs of the End Users. Customer alone is responsible for operating the Software and the Services and the results obtained.
    • Subcontracting parties The KNVB is entitled to appoint a Contract Party as a sub-contractor to carry out any right and obligation under the Agreement. The KNVB shall provide Customer on its written request a list of names and other relevant details of any such Contract Party. The KNVB is and remains fully responsible and liable for the proper compliance by the Contract Party to all rights and obligations of the Agreement.
      In the event Customer agrees directly with a Contract party the provision of services regarding the Software, the KNVB shall not be responsible or liable for any damages and costs resulting in whatsoever way from the same.
    • Compliance Customer shall comply with all laws and regulations for the time being in force in the Territory relevant for its performance under the Agreement and shall defend, indemnify and hold the KNVB harmless from any claim resulting from a breach of this Article 2.10 by Customer.
    • Contact manager Each party shall appoint in writing one (1) contact manager; parties agree that the contact manager of Customer will be a properly trained (see article 2.6) staff member. Any change to the appointment of the contact managers shall also be done in writing. The tasks of the contact manager shall be to act on the respective party’s behalf to co-ordinate the day-to-day routine matters, to co-ordinate visits and to keep a complete file of documents.  

Article 3: Website/Domain

  • The KNVB only provides a facilitating role through the Cloud Services and is therefore in no way responsible for the accuracy, suitability and completeness of the Data, nor for any actions or omissions of the Customers and/or the End Users in connection with the Software, Services or otherwise.
    • The Customer is solely responsible and liable for the content of the Data. Customer guarantees that the content of the Data is correct, in compliance with the Agreement, up-to-date and reliable, does not violate the applicable laws and regulations, does not infringe on the intellectual property rights of third parties and is not otherwise unlawful and indemnifies the KNVB against all costs and damage in case of non-compliance with this guarantee.
    • The Customer is not permitted to use the Website respectively the Domain or have it used by others for incorrect, unlawful and punishable conduct. This will, among other things, be the case if the use (also) relates to:
  • material/data that is contrary to any law, regulation and/or the TCs;
  • the unlawful or criminal dissemination of non-public data;
  • the distribution of punishable texts and images and sound material and/or material that in the opinion of the KNVB are misleading and/or that violates good morals/taste and/or public order;
  • material/data that infringes intellectual property rights and/or privacy rights and/or that violates other rights of the KNVB and/or third parties;
  • End Users situated outside the Territory;
  • computer access breach (“hacking”);
  • material/data that refers to the provision of illegal services or services that may in any way cause damage to the property of others;
  • the destruction, damage or rendering unusable of systems or automated works and software of others.
    • The KNVB reserves the right to change, refuse and/or remove material/Data because the material/Data falls within the scope of Article 3.3, without any obligation to compensate any related damages/costs of the Customer.
    • The Customer will not use the Website respectively the Domain (or have it used) for any purpose for which it is not intended and will refrain from sending unsolicited and/or unsolicited messages to other customers/users. The User is not permitted to initiate or continue processes that it can reasonably suspect may be a hindrance to other users and/or adversely affect the use of the Website respectively the Domain.
    • The KNVB is entitled to adjust, change and/or update from time to time the Website, the Domain and the contents of the referenced URL’s, in part or in whole, provided that it shall not delete any material functionality.

Article 4: End Users

4.1 Customer shall ensure that End Users must activate their account and access to the Domain and must enter all required information needed to complete the registration process. The Customer is responsible for all activities and Data that are placed and uploaded in the accounts of its End Users. An account is always personal and cannot be transferred to a third party.

Customer shall be responsible for compliance with this Agreement by any End User that receives Services hereunder.

  • The user names and passwords will be provided by Customer to the End Users and are strictly personal. The Customer is responsible for preventing abuse of the provided (personal) combination of username and password. The KNVB is entitled to make changes to the login access procedure.
    • The KNVB reserves the right to exclude End Users from any (further) use of the Website respectively the Domain, inter alia by blocking the Domain or blocking and/or removing End Users’ accounts.
    • Customer represents and warrants that its registration process and terms with each and any End User shall contain no provision that contradicts or adversely affects the KNVB’s rights under the Agreement and that its registration terms mirrors fully the rights and obligations of the Agreement. Customer is and remains liable – subject to Article 6 – for the behavior of all End Users and shall fully indemnify for all damages and costs and hold the KNVB harmless accordingly.

Article 5: Fees & Payment

  • Fee for Cloud Services In consideration of the provision of the Cloud Services under the Agreement, Customer will pay to the KNVB as of the Effective Date and continuing thereafter for each Invoice Period during the Term, the fee for the Cloud Services specified in the Order Form. Invoices for the Cloud Services shall be issued at least thirty (30) days in advance of the start of the Invoice Period and shall contain adjustments for any changes in Cloud Services.
    • Fee for Project Based Services Invoices for Project Based Services provided on a time and materials basis shall be issued monthly in arrears. Invoices for fixed-fee Project Based Services shall be issued upon execution of the applicable Order Form unless otherwise agreed in the applicable Order Form. Customer shall reimburse the KNVB for documented and reasonable travel, accommodation and out-of-pocket expenses incurred in conjunction with the Project Based Services. The KNVB’s standard policies concerning travel and accommodation shall apply.
    • Payment Payments for all fees due under the Agreement shall be paid by Customer within thirty (30) days of the invoice date. In the event of payment default lasting more than fourteen (14) days the KNVB may – upon notice – suspend providing the Services and declare the entire unpaid sum of the Services fees for the full initial term (or renewal term as applicable) immediately due and payable.
    • Offset Fees and/or charges due under the Agreement may not be withheld or offset by Customer against amounts possibly owed by the KNVB under any circumstances.
    • Currency All payments shall be made in the currency as indicated in the Order Form.
    • Index The fees as mentioned in the Agreement are annually subject to a possible increase in accordance with the consumer index (CPI) as published by the CBS or of a maximum of five percent (5 %), whichever is higher.
    • Taxes All fees are exclusive of all taxes, duties and fees. Customer shall make no deductions for taxes, duties or fees of any kind from any payment to the KNVB under the Agreement. If Customer is required by law to withhold taxes, duties or fees, then Customer shall pay the KNVB a gross amount of money, such that the net amount received by the KNVB (after deducting or withholding the required taxes, duties or fees) is equal to the amount of the fee originally owed before subtracting such taxes, duties or fees. Taxes on the net income of the KNVB are the responsibility of the KNVB.
    • Fair use The capacity of the Cloud Services is calculated on the basis of fair use of the specifications of the Rinus Football Software using the Software Product Description as the starting point. Customer accepts that the availability and flexibility of the Services is subject the fair use of the Rinus Football Software, the Services, the Website respectively the Domain by Customer under the intended use. Accordingly, Customer shall not claim or use storage for the Data excessively. If in any calendar month the use of the Cloud Services by Customer exceeds this fair use principle and/or the limitations set forth in an applicable Order Form then Customer shall pay an additional true-up fee for such excess usage at KNVB’s then-current list price. The KNVB shall issue invoices for these true-up fees after the end of each calendar month, and no separate Order Form shall be required. The KNVB shall assess this on a continuous basis in comparison with other customers with similar subscriptions and usage requirements. Customer accepts that the KNVB in any such case may demand Customer to limit, align and normalize its use of the Rinus Football Software, the Services, the Website respectively the Domain without incurring any liability under the Agreement. Further, Customer also accepts that any latency due to upload time and availability time pertaining to large amounts of the Data shall not be deemed a KNVB default under the Agreement.
      Customer shall not use viruses, Trojan horses, worms, bots or other software which may cause damage to the Rinus Football Software, the Services, the Website respectively the Domain or any other technical aid or which may render the same inaccessible or are intended to circumvent technical protective measures and shall not carry out activities which may monopolize the Rinus Football Software, the Services, the Website respectively the Domain unreasonably and/or disproportionately and/or impede the functionality of the same. 
    • Audit The KNVB may audit Customer’s use of the Rinus Football Software, the Services, the Website respectively the Domain to verify that such usage is in accordance with the Agreement. Customer shall provide reasonable cooperation with such audits as the KNVB may request.

Article 6: Warranty & Liability

  • Under the condition that the Customer and End User’s own infrastructure meets and continues to meet the pre-requisite conditions as described in the Software Product Description, the KNVB guarantees that:
  • the Rinus Football Software, the Cloud Services, the Website respectively the Domain shall be free from material program errors and shall function substantially in accordance with the Software Product Description;
  • Project Based Services to be provided by or on behalf of the KNVB will be performed in a professional manner;
  • its staff meets and will continue to meet the appropriate qualifications regarding education, expertise and experience.

THE KNVB PROVIDES THE OPEN SOURCE PRODUCT “AS IS” AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND CONCERNING THE SAME.

In the event that in the course of investigating a possible error, the KNVB establishes that the problems concerned are not attributable directly to an inherent problem in the Rinus Football Software and/or Services, including without limitation problems caused by Open Source Product or by any software, accessories, network, hardware, system or other devices and/or equipment not supplied by the KNVB, Customer shall reimburse the KNVB at KNVB’s then current hourly fees for consultancy plus – if applicable – reasonable travel and accommodation expenses. 
The KNVB does not warrant that the Rinus Football Software and/or Services conform or satisfy any federal, state or local laws. The KNVB shall endeavor to follow changes of federal, national, state and local laws to the extent that such required in order to establish the conformity of the Rinus Football Software and/or Services with such laws within a reasonable time limit. 

If the KNVB is unable, after reasonable efforts following receipt of Customer’s detailed warranty claim, to make the Rinus Football Software, the Cloud Services, the Website respectively the Domain to perform as warranted, Customer’s remedy shall be to terminate such use. In such event the KNVB shall refund to Customer the fees paid for the affected Cloud Services for the period during which the defect existed (not to exceed 90 days of fees) plus any prepaid and unused fees for such affected Cloud Services. This warranty shall not apply to any malfunction or error resulting from improper use of the Cloud Services by Customer. This warranty shall apply to the extent that Customer permits the installation of all fixes, new releases, hardware and software updates recommended by the KNVB.

  • The KNVB does not guarantee that:
  • The information on the Website respectively the Domain is correct, complete, suitable, current and not unlawful;
  • The Rinus Football Software, the Services, Website respectively the Domain will work completely without defects on the understanding that the KNVB will try to have the same comply with the specifications described in the Software Product Description in accordance with the SLA; and
  • Third parties will not use the Website respectively the Domain unlawfully.
    • If the KNVB should be liable, this liability is limited to what is regulated in this provision. The KNVB is not liable for damage, of any nature whatsoever, caused by the KNVB acted on/or otherwise caused by incorrect and/or incomplete information/Data provided by or on behalf of the Customer and/or End User. The consequences of failure or inaccessibility of Rinus Football Software, the Services, Website respectively the Domain as a result of reasonably unforeseeable circumstances or circumstances beyond the control of the KNVB are at the risk of the Customer. The guarantee of this article 6 expires in case of improper use of the Rinus Football Software, the Services, Website respectively of the Domain.

Any liability of the KNVB is always limited to actually incurred direct damages/costs.

Direct damage/costs is exclusively understood to mean:

  • The reasonable costs for determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of the TCs;
  • Any reasonable costs incurred to have KNVB’s defective performance respond to the TCs insofar as these can be attributed to KNVB; and
  • The reasonable costs incurred to prevent or limit damage insofar as the Customer demonstrates that these costs have led to the limitation of direct damage as referred to in the TCs.

The KNVB is never liable for indirect damage, including consequential damage, lost revenue/profit, missed savings and damages/costs due to business interruption. The KNVB is not liable for damage/loss of Data. 

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE. A PARTY’S MAXIMUM LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES CUSTOMER PAID TO THE KNVB OVER THE PREVIOUS TWELVE (12) CALENDAR MONTHS UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY, AND IF SUCH DIRECT DAMAGES RESULT FROM CUSTOMER’S USE OF A PARTICULAR SERVICE, SUCH LIABILITY SHALL BE LIMITED TO THE FEES CUSTOMER PAID THE KNVB OVER THE PREVIOUS TWELVE (12) CALENDAR MONTHS FOR SUCH SERVICE. 
THE FOREGOING MAXIMUM LIABILITY LIMIT SHALL NOT APPLY TO (1) DAMAGES ARISING FROM DEATH OR PERSONAL INJURY OR (2) UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND/OR (3) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

  • The limited warranties provided in this Article 6 are in lieu of all other warranties, express or implied. To the maximum extent permitted by applicable law, no other warranty is made hereunder by the KNVB and all other warranties and conditions (including merchantability and fitness for a particular purpose), either express or implied, are excluded.

Article 7: Confidentiality & Personal Data

  • Confidential Information Confidential information may include in any form, but is not limited to, the contents of the Agreement, software, processes, formulae, specifications, programs, instructions, technical know-how, methods and procedures of operation, benchmark test results, business or technical plans and proposals.
    It is agreed that confidential information received by a party under the Agreement shall: (a) be kept confidential by the receiving party; (b) be treated by the receiving party in the same way as it treats confidential information generated by itself; (c) not be used by the receiving party other than in connection with the implementation of the Agreement; and (d) be divulged to the receiving party’s personnel only if they have a need to know and have undertaken to keep confidential information secret.
    • Extent of Confidentiality These commitments shall cease if, but only to the extent that, confidential information:
  • is or becomes generally known or available to the public at large through no act or omission of the receiving party; or
  • can be demonstrated to be available lawfully to the receiving party prior to the disclosure or has thereafter been furnished to the receiving party without restrictions as to disclosure or use; or
  • can be demonstrated to be independently developed by the receiving party without use of any confidential information received under the Agreement.
    • Employees Each party may disclose confidential information to any of its employees on the condition that the same shall be bound by similar commitments undertaken under this Article 6.
    • Data The use of (personal) data obtained by the Customer through the Services may only be used by all parties for the purpose for which they were provided. It is not permitted to process this data for any other purpose, including – but not limited to – any form of unsolicited communication (spam). 

The KNVB will use best endeavors to achieve the level of network security, security of user access that is customary in the industry and to protect the Data against loss and/or any form of unlawful use if and insofar as the KNVB actually has access to the Data. Provided that, the security requirements of the Website and/or Domain as part of the specifications indicated in the Software Product Description will be met by the KNVB. The KNVB does not guarantee that all these measures are effective under all circumstances. The KNVB takes appropriate technical and organizational measures in this context, taking into account, among other things, the current state of security standards.

  • Personal Data The KNVB may process and use personal data only to perform its obligations under the Agreement and may disclose them only to its employees and agents that have a need to know them for the performance of such obligations and are bound by the confidentiality obligations contained in the Agreement. The parties shall comply to the terms of the processor agreement; these terms can be found here.  
    Customer is aware and acknowledges that the Services offered by the KNVB are focused on use in the context of football training tools. As such, the KNVB has the reasonable expectance that Customer only enters personal data into the Domain that is relevant in such a context; typically, such information is limited to contact information of the End User. Customer understands that records related to access to and use of the Domain (e.g. user names and pass words) are maintained by the KNVB. Customer acknowledges that the KNVB does not check and takes no responsibility for any Data entered by Customer into the Domain. It is the responsibility of Customer, as the controller of the Personal Data, to observe all relevant personal data protection laws. Customer will indemnify KNVB against any claims based on a breach by Customer of applicable personal data protection laws and/or any conflict of an instruction by Customer with any applicable personal data protections laws.

Article 8: Intellectual property rights

  • Ownership The KNVB shall retain all intellectual property rights in and to the Rinus Football Software, the Services, Website respectively the Domain and anything developed or delivered under the Agreement. 
    The KNVB shall not by the terms of this Agreement obtain any intellectual property rights in or to the Confidential Information, Data of Customer and/or End User. 
    No licenses will be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights, or other intellectual property rights except as otherwise expressly provided in this Agreement. 
    Any separate copyright or other intellectual prop­erty rights of whatever nature which may come into existence at any time as a result of any translation and/or (local) modification/improvement of the Rinus Football Software, shall vest in the KNVB. The Customer hereby assigns (by way of future as­signment) all such rights – on a worldwide basis without charge – including but not limited to copy­right in such translations/modifications/improvements to the KNVB. The Customer agrees to execute any documents necessary to transfer the intellectual property rights as possibly vested in the same to the KNVB.
    • Domain name Customer may wish that the Domain will have a separate local URL name to be used by the End Users in order to be more easily redirected to the Website. If so, parties shall mutually agree upfront and in writing upon such name and the registration process of the same in the Territory. In case parties agree accordingly that the Domain name will contain – wholly or partially – a name and/or trademark of the KNVB, the registration of this name will be made in the name of the KNVB and at the costs of the KNVB, unless explicitly otherwise agreed upon in writing and in advance by parties.
      Customer covenants that it has not and will not – whether or not as part of the Domain name – register or apply for registration of the other KNVB’s name, trademark(s) or logo(s) nor any names, marks or logos confusingly similar thereto.  
      Customer will not use any trademark, logo and/or name of the KNVB in such a way that confusion might arise as to the relationship of the parties.
    • Indemnification by the KNVB The KNVB shall defend, at its expense, any action brought against Customer based on the claim that the Rinus Football Software, the Services, Website respectively the Domain, when used within the scope of the Agreement infringes any intellectual property rights. The KNVB shall indemnify Customer for any damages finally awarded against Customer which are attributable to such claim, provided a) Customer promptly notifies the KNVB of any suit or claim, b) Customer permits the KNVB defend, compromise, or settle the claim, c) Customer uses the Rinus Football Software respectively the Services in compliance the Agreement and more in particular with the Product Software Description and d) Customer gives the KNVB the requested information and fully cooperates in defending, compromising or settling the claim. The KNVB will not indemnify Customer for any action brought against Customer to the extent that it is based on a claim that the use of the Open Source Product infringes any intellectual property right. The KNVB shall, in addition to indemnification, a) procure for Customer the right to use the Rinus Football Software, the Services, Website respectively the Domain, or b) replace or modify the infringing parts of the same to make them non-infringing, or c) if the foregoing alternatives are not commercially reasonable, terminate the access to relevant parts of the same and provide a refund of Services fees paid for the relevant part of the Services with respect to the ninety (90) days prior to the date of termination or provide a refund of the fees paid for the deliverables, as the case may be.
      THIS ARTICLE STATES THE ENTIRE LIABILITY OF THE KNVB WITH RESPECT TO INFRINGEMENT OF COPYRIGHTS, TRADE SECRETS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE USE OF THE SERVICES.
  • Defense of claims by Customer Customer shall defend, at its expense, any action brought against the KNVB to the extent that it is based on a claim that any software, information and/or Data provided by Customer or stored by Customer in the Domain infringes on the intellectual property rights of a third party or is otherwise unlawful, provided that the KNVB notifies Customer promptly in writing of the claim. Customer shall indemnify the KNVB from any costs, damages and fees finally awarded against the KNVB which are attributable to such claim. The KNVB shall permit Customer, at Customer’s sole discretion, to defend compromise or settle the claim and the KNVB shall provide all available information, assistance and authority to enable Customer to do so, provided Customer reimburses the KNVB for such activity. The KNVB shall have no authority to settle any claim on behalf of Customer.
    • Trademark The KNVB grants Customer a non-exclusive, non-transferable license solely during the Term, to use the trademark indicated in the Order Form as necessary for the performance of its rights under the Agreement. However, Customer shall not use any such trademarks in the Domain and/or in its own advertisement and promotional material without the prior written approval of the KNVB, which approval shall not unreasonably be withheld. Customer shall fully comply with all instructions, directions and specifications as the KNVB may from time to time give to Customer in respect of the manners and styles according to which any trademark(s) may be used.
    • Protection Without the prior written permission of the KNVB, the Customer is not permitted to make available the Rinus Football Software, the Services, Website respectively the Domain or any content thereof, in any way whatsoever, in part or in full, to third parties, nor to reproduce, translate, edit, modify , distribute, send or incorporate them in any other way into another document or material or by creating reverse engineering or otherwise (trying to) create the source code of the Rinus Football Software, the Website and/or of the Domain. The KNVB is permitted to take technical measures to protect the Rinus Football Software, the Website and/or Domain respectively.

Article 9: Term and Termination

9.1 Term The Agreement will commence on the Effective Date and, except as terminated in accordance with the Agreement, shall be valid for number of Contract Years as indicated in the Order Form and shall thereafter automatically renew for subsequent one (1) Contract Year renewal terms unless terminated by either party as of the end date of the initial term (or any subsequent anniversary thereof) by delivering a written notice ninety (90) days prior to the permitted termination date. 

9.2 Termination for Cause Either party may terminate the Agreement upon the other party’s material breach thereof, provided the breaching party fails to remedy such breach within thirty (30) days of receiving the terminating party’s breach notice. If the Agreement is terminated for cause under this Article any and all Order Forms hereunder shall be automatically terminated simultaneously.

9.3 Termination for Insolvency Each party may terminate the Agreement immediately by notice in writing if the other party enters into liquidation, whether voluntary or compulsory, or enters into a settlement with its creditors or applies for suspension of payment or admits its inability to pay its debts as and when due or is declared bankrupt or takes or suffers any similar action in consequence of debt.

9.4 Procedures In the event of expiration or termination of the Agreement, Customer shall:

  1. discontinue all use of the Rinus Football Software, the Services, Website respectively the Domain;
  2. within fourteen (14) calendar days of termination return to the KNVB and not keep any copies of the Rinus Football Software and any other information supplied under the Agreement whether designated proprietary or not, together with all unused advertising and promotional material provided by the KNVB and testify in writing that all mentioned material is returned to the KNVB;
  3. immediately discontinue all use of any trademark(s);
  4. no longer be entitled in whatever way to associate with the KNVB, the Website and/or the Domain;
  5. pay the KNVB all accrued and unpaid amounts then due and owing in accordance with the Agreement as and when the same would have in the normal course fallen due for payment and/or all future payments and other amounts as and when becoming due hereunder.

9.5General consequences of expiry/termination Expiry/termination, either voluntary or involuntary, shall not entitle Customer to any refund for any fees paid nor shall it relieve Customer of the obligation to pay any outstanding amounts due to the KNVB. Termination of the same with retrospective effect (dissolution) is excluded.

Article 10: Miscellaneous

10.1 Law The Agreement and all Order Forms shall be construed, interpreted, and applied in accordance with the laws of The Netherlands. The relevant courts of Utrecht (Midden Nederland, location Utrecht) shall have exclusive jurisdiction over all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof. The parties hereby acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

10.2 Non-assignability The Agreement may not be assigned by Customer without the written consent of the KNVB, which consent shall not unreasonably be withheld.

10.3 Enforcement The failure of either party to enforce any provision of the Agreement shall not be construed to be a waiver of such provision or such party’s right to thereafter enforce the same, and no waiver of any breach shall be construed as an agreement by such party to waive any subsequent breach of the same or other provisions.

10.4 Force Majeure A party shall be excused for failures and delays in performance of its obligations under the Agreement caused by war, riots, or insurrections, laws and regulations, strikes, floods, fires, epidemics, explosions or other catastrophes beyond the control of such party. This provision shall not release such party from using its best efforts to avoid or remove such cause and such party shall continue performance hereunder with the utmost dispatch whenever such causes are removed. The party claiming force majeure shall give prompt written notice thereof to the other party.

10.5 Notices Any notice required to be given under the Agreement shall be in writing and delivered in such a manner that proof of delivery can be verified and shall be sent to the party to be notified at the address specified in the Order From.

10.6 Severability To the extent that law, statute, treaty, or regulation by its terms as determined by court, tribunal, or other government authority or competent jurisdiction is in conflict with the Agreement, the conflicting terms of the Agreement shall be superseded only to the extent necessary by the terms required by law, statue, treaty, or regulation. If any portion of the Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. In either case, the remainder of the Agreement shall continue in full force and effect.

10.7 Survival The clauses of the Agreement which are by their nature intended to survive the expiry termination of this Agreement shall survive the expiry or termination of this Agreement. Such provisions include, but are not limited to, the provisions on Confidentiality, Indemnification, Limitation of Liability and Compliance with Laws.

10.8 Entire Agreement The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior communications, representations, minutes, agreements, and/or undertakings, either verbal or written, between the parties regarding the said subject matter.

10.9 Publicity The KNVB is permitted to incorporate Customer’s name in the customer reference list of the KNVB and in any public filings required by law and to issue a press release concerning the arrangement provided under the Agreement.

10.10 Notices Unless otherwise specified in the Order Form, any notices required or permitted to be given pursuant to the Agreement shall be in writing, addressed to the addresses noted on page one of Order Form. These written communications shall be in such a manner that proof of delivery can be verified. Each party shall notify the other in writing in the event of any address change.

10.11 Language and International Transactions The original of the Agreement has been written in the English language. Customer hereby waives any right Customer may have under the laws of the country in which the Services are provided to have the Agreement written in the native language.