Version 2025
These are the general terms and conditions of Nubilus, located at Heemwerd 6, (9746 CX) Groningen, registered in the Dutch trade register under number 01171670.
- Definitions
1.1 In these general terms and conditions, the following terms are used with the following meanings, unless explicitly stated otherwise:
- Client: the counterparty of Nubilus and its legal successors.
- Service: the provision by Nubilus of software based on “Software-as-a-Service,” which helps the Client organize sports matches, including any extensions purchased.
- Nubilus: the user of these terms and the provider of the Service.
- Agreement: any agreement in which Nubilus commits to perform work for the Client, including the provision of the Service.
- Written: the term ‘Written’ also includes email or other electronic media, provided that the medium is suitable for durable storage.
- Applicability and Changes
2.1 These general terms and conditions apply to all offers and agreements of Nubilus. Any terms and conditions of the Client are expressly rejected.
2.2 Nubilus has the right to amend these general terms and conditions from time to time. The latest version of the terms and conditions will always apply. Changes will be communicated at least thirty (30) calendar days before they take effect, through written notice or publication on the Nubilus website. Continued use of the Service by the Client will be considered acceptance of the new terms.
2.3 In case of disagreements over the interpretation of these terms and conditions, the Dutch-language version will prevail. - Offer and Agreement
3.1 All offers from Nubilus, whether via the website or otherwise, are non-binding and subject to typographical errors. Nubilus has the right to withdraw the offer until the offer is accepted.
3.2 If an offer has a limited validity period or is otherwise conditional, this will be specified in the offer. If no such indication is made, the validity period is one (1) month.
3.3 The Agreement between the parties is concluded once Nubilus has confirmed the conclusion of the Agreement in writing or has executed the Agreement, for example, by providing the Service to the Client.
3.4 Nubilus generally provides its Service for free, but the Client can extend the Service by adding additional components. The cost of the Service will thus be influenced by the extent to which the Client wishes to use selected extensions. - Execution of the Agreement
4.1 Nubilus will make every effort to perform the Agreement to the best of its knowledge and ability. Nubilus will also strive for optimal availability and correct functioning of its Service, but unfortunately, cannot guarantee an error-free or interruption-free Service due to factors outside of its control, such as the operation of the internet and the Client’s own equipment.
4.2 Under all circumstances, the Client remains responsible for maintaining its own administration. The Service is provided by Nubilus as a tool for that purpose. Nubilus is not responsible for the content and accuracy of the data entered by the Client into the Nubilus software.
4.3 Nubilus will make every reasonable effort to protect data used in the Service against loss, theft, and unauthorized access or modification by third parties. However, the Client remains responsible for regularly creating backups and ensuring adequate information security for its data. The Service is provided with, among other things, the option to download data. Nubilus is not liable for the costs of (reproduction or recovery of) corrupted or lost data or data conversion, nor for resulting damages or lost profits.
4.4 If and to the extent that proper execution of the Agreement requires it, Nubilus has the right to have certain tasks performed by third parties. Nubilus is not liable for errors or defects caused by third parties introduced by or at the Client’s request, such as with custom extensions to the Service or APIs.
4.5 Nubilus may temporarily disable its Service, in whole or in part, for preventive, corrective, or adaptive maintenance or other forms of service without being liable for damages. Nubilus will ensure that the downtime is as short as necessary and, where possible, occurs outside office hours. - Price and Payment
5.1 Unless otherwise specified, all prices are non-binding and exclusive of VAT and other government-imposed levies. Nubilus does not accept payments in currencies other than the one indicated. If no currency is indicated, all prices are in euros.
5.2 Nubilus may request prepayment, but if not requested, the Client must pay the amounts due within fourteen (14) days after the invoice date.
5.3 Extensions to the Agreement, such as when the Client activates additional extensions or modules, may result in an extension of the Service and an increase in the price, as long as these modules are activated by the Client.
5.4 The Client is not entitled to suspend any payment nor to set off amounts due. The fee is also due if the Client does not use the Service or encounters disruptions.
5.5 If the Client fails to meet its payment obligations on time, Nubilus will notify the Client in writing and grant the Client a reasonable period of fourteen (14) days from the date of notification to fulfill their payment obligations. If payment is not made within this period, Nubilus has the right to charge statutory commercial interest and extrajudicial collection costs. The amount of the extrajudicial collection costs is in accordance with the Decree on Compensation for Extrajudicial Collection Costs. Nubilus may deviate from this statutory regulation in favor of the Client.
5.6 If the Client fails to meet its payment obligations within the stipulated period, Nubilus has the right to suspend its obligations and/or terminate the Agreement without judicial intervention. In such a case, Nubilus is not liable for any damage suffered by the Client.
5.7 Nubilus has the right to increase the prices for its services unilaterally from time to time, provided that such a price increase is announced at least two (2) months in advance via the Nubilus website or directly to the Client. Price increases resulting from changes in legal provisions or regulations do not need to be announced in advance by Nubilus. - Liability
6.1 Nubilus’s liability for direct damage resulting from a breach of its obligations under the Agreement, including unlawful actions by Nubilus, its staff, or third parties engaged by it, is limited per event or a series of related events to the amount the Client owes to Nubilus under the Agreement for a period of one (1) year. In no event, however, will Nubilus’s liability for direct damage exceed the amount the insurer of Nubilus is willing to pay, minus the amount of the excess.
6.2 Nubilus is not liable for indirect damage, which includes consequential damage, lost profits, missed savings, reputational damage, penalties imposed by the tax authorities, third-party claims, and business interruption.
6.3 The liability limitations and exclusions in this Agreement also apply to Nubilus’s staff and any third parties engaged by Nubilus, and will not apply if the damage was caused by intent or gross negligence on the part of Nubilus’s management. - Force Majeure
7.1 If Nubilus is prevented from fulfilling one or more obligations under the Agreement due to force majeure, the performance of the relevant and related obligations will be suspended, either partially or entirely, for the duration of such force majeure, without Nubilus being liable for any resulting damage.
7.2 Force majeure for Nubilus includes events such as fire, company occupation, strikes, floods, water damage, war, war danger, civil war, riots, terrorism, epidemics, vandalism, government measures, cyberattacks, import and export barriers, energy supply failures, and other causes beyond Nubilus’s control.
7.3 If the force majeure period lasts longer than sixty (60) days, both Nubilus and the Client have the right to immediately terminate the Agreement in writing. Termination does not entitle either party to any compensation. However, Nubilus retains the right to payment for services already rendered and expenses already incurred. - Intellectual Property/Usage License
8.1 During the term of the Agreement, Nubilus grants the Client a personal and non-transferable usage license for the normal use of the Service.
8.2 All intellectual property rights in software, links, designs, documentation, analyses, advice, offers, and other materials developed or provided by Nubilus in connection with the Service or Agreement remain the exclusive property of Nubilus and/or its licensors.
8.3 If the Client provides (digital) material to Nubilus through the Service or otherwise, the Client grants Nubilus a non-exclusive license to process this material for the duration and within the scope of the Agreement. The Client indemnifies Nubilus against claims from third parties for violations of intellectual property rights.
8.4 Unless agreed otherwise in writing, the Client is not allowed to remove or modify any notices of copyright, trademark rights, trade names, or other intellectual property rights from the Service or materials provided to the Client. - Duration and Termination
9.1 Unless agreed otherwise, the Agreement is entered into for an indefinite period. If the Agreement is for a fixed period, the initial duration is twelve (12) months, after which it will be automatically renewed for the same duration unless properly terminated.
9.2 The Client can stop paid extensions from the Service through the Service itself or prevent them from being reactivated after the pre-paid period, thereby terminating the Agreement for those extensions. The Client can also terminate the entire Service by deleting the account, at which point the Agreement is considered fully terminated. The Client’s data, including the administration, will no longer be accessible and will be irrevocably deleted by Nubilus. Any prepaid fees are non-refundable.
9.3 Nubilus may terminate the Agreement in writing with a notice period of three (3) months, after which the Service will no longer be provided. The Client’s data will no longer be accessible and will be irrevocably deleted by Nubilus. Termination does not entitle the Client to any compensation. Nubilus may terminate the Agreement if the Client has not logged in or used the Service for more than twelve (12) months. - Processor Agreement/Data Protection
10.1 Nubilus complies with applicable data protection laws, including the General Data Protection Regulation (GDPR). Nubilus is the “processor” and the Client is the “controller” under the GDPR. This entire article constitutes the Processor Agreement as intended in article 28(3) of the GDPR between the parties.
10.2 Definitions from the GDPR, such as “Personal Data,” “Processing,” and “Data Subject,” apply to this article.
10.3 The subject, nature, and purpose of the processing of personal data, the type of personal data, and the categories of data subjects involved will depend on the Client’s usage of the Service and what is entered into the system. The Client is responsible for ensuring the legality of all data entered into the system.
10.4 Nubilus processes personal data exclusively for the purpose of providing the Service. Personal data will not be transferred to third parties unless required by law or at the request of the Client.
10.5 Nubilus will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
10.6 Upon termination of the Agreement, Nubilus will delete or return all personal data at the Client’s request, unless retention is required under applicable law.
10.7 In case of a data breach, Nubilus will promptly inform the Client and assist with any necessary notifications to the relevant authorities or data subjects.
10.8 Nubilus will assist the Client, where possible, in fulfilling their obligation to handle requests from Data Subjects based on Articles 14 through 22 of the GDPR, which – briefly stated – aim to obtain transparency and access, to request rectification and deletion of Personal Data, to restrict processing, and to transfer Personal Data. In this context, Nubilus will also assist the Client with their notification obligation related to such requests, as well as handling any objections from Data Subjects and taking appropriate measures in case of automated decision-making and/or profiling of Data Subjects.
10.9 Nubilus will assist the Client, to the extent possible and relevant to the Service, in reporting any Data Breach, and will notify the Client without undue delay – but no later than within 72 hours – after becoming aware of a Data Breach, unless it is unlikely that the Data Breach poses a risk to the rights and freedoms of individuals. If it is not possible to provide all information at the same time, Nubilus may provide the information in steps.
10.10 Both parties are each responsible and liable for their own actions. If Nubilus fails to comply with this article or acts contrary to the provisions of the GDPR, it will indemnify the Client against any claims arising from this, including those from Data Subjects, as well as any associated costs and damages. Fines imposed by the Authority on the Client are explicitly excluded from Nubilus’s liability and indemnity. - Final Provisions
11.1 The Agreement and these general terms and conditions are governed by Dutch law.
11.2 Any disputes arising from this Agreement and/or these general terms and conditions will be submitted to the competent court in the district where Nubilus is located.
11.3 The Client may not transfer their rights and obligations under the Agreement to a third party without prior express written consent from Nubilus. However, no such consent is required in the event of a company acquisition or the transfer of the majority of shares of the Client.
11.4 If any provision of these general terms and conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force. The parties will consult with each other and agree on new provisions to replace the invalid or unenforceable provision(s).
11.5 The log files, stored versions of communications between the parties, and other forms of records maintained by Nubilus are considered authentic and serve as conclusive evidence of the statements made by Nubilus. The Client is free to provide evidence to the contrary.