These Terms and Conditions, together with our Terms of Use, Jurisdiction Specific Terms, Product Specific Terms, Pricing Page, Cookie Statement and Privacy Statement apply to the provision of Subscription Services via our Platform, as defined herein below.

1. Definitions and interpretation

1.1 The following definitions and rules of interpretation in this clause shall apply in the Agreement:

Agreement: the agreement between the Client and Leat under which Leat will provide Subscription Services to the Client;

Client: the person that creates an account on the Website and/or orders a Subscription Service in accordance with clause 2.3;

End User: the authorized employee or customer of Client that uses the Platform via the Portal;

Order (form): the (online) form approved by Leat to subscribe for one or more Subscription Services;

Leat: entity as specified in our Jurisdiction Specific Terms.

Platform: the platform(s), which as the (web)application, Leat uses to provide Subscription Services;

Portal: the Website that provides access to one or more Subscription Services on the Platform;

Subscription Service(s): the provision of access via the Portal to products and services of Leat as described on the Website that are installed on an operating environment which is designed and maintained by Leat for the use of the Platform by the Client and End User;

Terms and Conditions: these general terms and conditions of Subscription Services Leat;

Website: http://www.leat.com or any other website of Leat that provides access to Subscription Services.

1.2 Unless expressly stated otherwise in this Agreement:

a. words in the singular include the plural and in the plural include the singular;

b. references to clauses are references to the clauses of the Terms and Conditions.

1.3 Leat’s rights and remedies as set out in the Agreement are in addition to its other rights and remedies pursuant to the law and the Agreement.

2. Ordering subscription services

2.1 To order a Subscription Service a Client must fill out an Order form via the Website.

2.2 The Client must be 18 years or older or at least the age of majority in the jurisdiction where the Client resides in order to register an account on the Website and to order a Subscription Service.

2.3 Subject to clause 2.4, the person signing up for a Subscription Service via the Website will be the Client and will be the person who is authorized to use any corresponding account Leat may provide to the Client in connection with the Subscription Service.

2.4 If you are signing up for the Subscription Service on behalf of your employer, your employer shall be the Client. If you are signing up for the Subscription Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to Leat's Terms and Conditions.

2.5 The Client is required to keep the information provided to Leat, including email address and billing address in its Order and account up to date. If the information is not provided correctly, Leat may not be able to provide the Subscription Service.

2.6 The Agreement for the provision of a Subscription Service comes into effect at the moment that Leat confirms an order of the Client for a Subscription Service per email, via the dashboard or otherwise in writing. As long as Leat has not confirmed the order of the Client, no Agreement is concluded and until that moment Leat reserves the right to refuse the Subscription Service to anyone for any reason at any time.

3. Provision of Subscription Services

3.1 As soon as the Agreement comes into effect, Leat will provide access to the Platform to use the Subscription Services.

3.2 Leat will provide access to the Platform to customers of Client on the basis of the personal data, such as email addresses of clients, provided by Client. Customer is responsible for the use of the Platform by its customers, providing the correct personal data and collecting and processing such personal data in accordance with applicable laws.

3.3 The Subscription Services are standard services and are provided as-is. This means that the Subscription Services will be provided to all Clients in the same way and with the same functionalities, unless agreed otherwise. Client agrees and acknowledges that the Subscription Service has the functionalities it has.

3.4 The functional and technical (security) characteristics of each Subscription Service are specified on the Order form. Leat is allowed to change or replace the Subscription Service before or during the Agreement by a Subscription Service with similar functional characteristics.

3.5 Leat shall use its reasonable efforts to make the Platform available 24/7. However, Client acknowledge and agrees that failures, limitations, defects and interruptions may occur and do not constitute a breach in the performance of the Agreement by Leat. Leat will strive to restore the availability as soon as possible.

3.6 In addition to clause 3.4, Leat may temporarily limit the use or interrupt the Subscription Services if Leat finds this necessary for:

a. the (protection of the) security and/or the integrity of the Subscription Service;

b. maintenance purposes;

c. recovery of a defect or breach;

d. recovery of an interruption or other defect; and/or

e. the change or improvement of Leat’s or its suppliers computer systems.

3.7 In case technical support is needed, the Client may contact Leat for support. Leat will use its reasonable efforts to respond as soon as possible.

4. System requirements

4.1 The use of the Platform and Portal is limited to the specific requirements, such as browser versions, as reasonably instructed or made available by Leat on request.

4.2 Leat is not responsible for the presence of one (or more) functioning device(s), hardware and/or a functioning internet connection.

4.3 Client shall follow all Leat's instructions upon first request regarding implementing or installing any changes and updates to the Platform, including the Portal, and/or Subscription Service. Client acknowledge and agrees that Leat might not be able to provide the Subscription Services if Client does not change and/or use recent updates to the Platform following the instructions of Leat.

4.4 If Client makes use of an integration, such as an interface or other link, between the Platform of Leat and software of a third party, Client may need to pay a fee to the third party. Leat cannot be held responsible for the fee of such third party. Leat cannot be held liable for any third party integrations.

5. Use of Subscription Services

5.1 The Terms of Use apply to the use of the Platform and form an integral part of the Agreement between Client and Leat. Client shall use the Platform in accordance with the Terms of Use and shall ensure that its End Users do the same. Client acknowledges and agrees Leat is allowed to block the access of an End User under the conditions set out in the Terms of Use.

6. Pricing, Invoicing & Payment

6.1 For the use of the Subscription Service, Client is obliged to pay a subscription fee to Leat. The subscription fee depends on the chosen Subscription Service and can be found on the Order form.

6.2 The fee is based on the amount of End Users authorized by the Client, as set out on the Order form. If the bandwidth of the amount of End Users are exceeded, the subscription fee will be adjusted accordingly to the prices referred to on our pricing page. Any increases in the subscription fee shall apply for the remaining term of the Agreement from the moment the limit is exceeded. Leat may change the user limits that apply to Client at any time at Leat's sole discretion by updating our pricing page.

6.3 Unless otherwise agreed, the subscription fee will remain fixed during the initial term of the subscription unless Client exceeds the limits or if Client subscribes to additional services, or otherwise is agreed between parties. Client can only downgrade a contract tier at the next renewal date upon purchase of a new Order.

6.4 Leat reserves the right to adjust the fee(s) at the end of the contract term. In this situation, Client is entitled to terminate for convenience the Agreement by means of a written notification to Leat within fourteen (14) calendar days of being informed of this price increase.

6.5 If there is a substantial increase in price determining factors, such as an increase in labour costs, price increases at cooperation partners, or other price determining factors, Leat is entitled to increase the agreed price accordingly before the end of the set contract term. In this situation, Client is entitled to terminate for convenience the Agreement by means of a written notification to Leat within fourteen (14) calendar days of being informed of this price increase.

6.6 Unless agreed otherwise, by signing the Agreement Client authorizes Leat to automatically debit the subscription fee from its bank account within nine (9) calendar days of invoicing. The subscription fee will be debited from the bank account as stated in the Order form.

6.7 All recurring payments are incurred on a yearly basis. Client can opt for monthly payments instead. Fees may differ for monthly payments.

6.8 The prices for the Subscription Services offered are based on the following conditions:

a. all prices are exclusive of VAT (where applicable) and shipping costs.

7. Intellectual property

7.1 Any intellectual property rights – including copyrights, trademark rights and database rights – which are vested in, contained in or arising from (parts of) the Platform, including the Portal, are – and shall remain – vested in Leat and/or its supplier(s), as the case may be.

7.2 Client hereby grants Leat a royalty-free, non-exclusive license to:

a. use the intellectual property rights contained in or arising from (parts of) the use of the Platform by Client and End Users for the sole purpose of providing the Subscription Services to Client;

b. add Client's name and company logo to Leat's Website, Platform and customer list.

8. Data protection

8.1 Client acknowledges and agrees that Leat is a data controller with respect to the personal data it processes of (employees of) Client and End Users in relation to the provision of the Subscription Services. Leat strives to process personal data in accordance with applicable laws and regulations as set out in our Privacy Statement.

8.2 The Client is data controller with respect to the personal data it collects and processes via the Platform of End Users and shall comply with applicable laws and regulations, including the General Data Protection Regulation, with respect to the processing of such personal data. Client warrants that applicable data protection laws and regulations are not violated by the processing of the personal data of its End Users by Leat in the context of the provision of Subscription Services. In addition the data generated by Client via the Subscription Service belongs to Client.

8.3 Parties shall provide each other with reasonable cooperation in order to ensure personal data is processed in accordance with applicable laws and regulations. Leat will handle requests of data subject regarding their personal data in accordance with applicable laws and regulations. Leat will send the request of the data subject to the Client if such request (also) sees on the processing activities of Client. However, Client acknowledges and accepts that it is possible that personal data of a data subject on the Platform will be deleted or otherwise changed by Leat if this is necessary to comply with applicable laws and regulations.

8.4 Leat provides Subscription Services in the European Union. Should Client wish to transfer personal data on the Platform outside the European Union, for example by making the Platform available for employees and customers outside the European Union, Client shall ensure that personal data is transferred outside the European Union in accordance with applicable laws and regulations.

9. Liability

9.1 Leat is not liable for any loss of actual or anticipated profit, loss of revenue, business opportunities, loss of anticipated savings, loss or incorrectness of data, (outstanding) balances on giftcards, the cost of purchasing alternative services to mitigate and/or correct defects in the Subscription Service and any loss in relation to which Leat has no obligation to compensate for in accordance with section 1.10 of book 6 of the Dutch Civil Code.

9.2 Leat’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall not exceed the amount invoiced during the three (3) months period immediately preceding the date on which the liability arose.

9.3 In contrary to clause 9.2, Leat cannot be held liable for any damages resulting from the use of Subscription Services that are provided free of charge.

9.4 Neither party will be responsible in case of force majeure as set out in article 6:75 of the Dutch Civil Code. A force majeure includes but is not limited to an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (exc. pandemic restrictions); or any other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

9.5 Nothing in these Terms and Conditions excludes or limits Leat’s liability:

a. for damages arising from its or its staff’s wilful intent or gross negligence; or

b. for as far Leat is not allowed under applicable law to limit its liability.

10. Indemnity

10.1 In case of any third-party claim, including penalties of supervisory authorities, Client hereby indemnifies, defends Leat and holds Leat and Leat's affiliates harmless against such claims if a claim is based upon or arises out of the following actions by Client or End Users:

a. any breach of the Agreement, including the Terms of Use;

b. any breach of applicable laws and regulations, including any data protection and intellectual property laws and regulations;

c. the use by Client or End Users of the Subscription Services and/or any third-party products.

10.2 If Leat becomes aware of such claim, Leat will notify Client as soon as possible. In this case, Leat will provide Client with all information and assistance reasonably requested by Client to handle the defense of the claim. Client will not accept any settlements that (i) imposes an obligation on Leat; (ii) requires Leat to make an admission; or (iii) imposes liability not covered by these identifications or places restrictions on Leat without prior written consent.

11. Term and termination

11.1 The term of the Subscription Services will be specified in the Order form. If the Order form does not specify a subscription term, the subscription term will be thirty-six (36) months. The subscription term will automatically renew for the subscription term specified in the Order form.

11.2 Depending on the subscription term, a notice period applies. This notice period is specified on the Order form and starts counting before the end of the subscription term. To prevent renewal of Client's subscription, Client must give Leat written notice of non-renewal via contracts@leat.com. For example: if Client has a notice period of six (6) months, Client retains the right to terminate for convenience the Agreement up to six months before the end of the Agreement. If this term is not specified, Client's notice period is six (6) months.

11.3 Client may choose to terminate any of the Subscription Services early at its convenience provided that Leat will not provide any refunds, prepaid fees or subscription fees, and Client will promptly pay all unpaid fees due through the end of the subscription term.

11.4 In case of termination for any reason and unless otherwise is explicitly agreed between parties, Client is required to promptly pay the fees for Subscription Services that are delivered until termination.

11.5 Leat is authorized to terminate the Agreement or suspend the Subscription Services, including Client's and its End User's access to the Platform with immediate effect in accordance with applicable law, and in any case if Client:

− is acting or has acted in a way that has or may negatively reflect on or affect Leat, its prospects, or Leat's customers and/or End Users;

− violates any applicable law or regulations or any obligation under this Agreement, including the Terms of Use;

− does not pay the (full amount of the) fees for the provision of the Subscription Services in accordance with the Agreement.

12. Applicable Law and Dispute Resolution

12.1 The Terms and Conditions and Agreement are governed by and construed in accordance with the laws of the Netherlands.

12.2 Unless the Client is a natural person acting for purposes which can be regarded as outside his trade or profession, any and all disputes that arise out of or in connection with these Terms and Conditions and Agreement shall be exclusively submitted to the competent court of Midden-Nederland, Location Utrecht, the Netherlands.

13. Changes

13.1 Leat may modify any part or all of the Agreement, including these Terms and Conditions. The revised version will be posted at our General Terms and Conditions page. This revised version will be effective and binding the next day after it is posted. If Leat modifies the Terms and Conditions Client will bex notified via an email, Client's account or an in-app notification.

13.2 Such modifications will be deemed to have been irrevocably accepted by Client, unless Client notifies Leat per email via contracts@leat.com within fourteen (14) calendar days after Leat sends a notice of the revision. If Client has not given Leat the notice in time, Client's subscription will be continued until the next renewal date and governed by the renewed Terms of Use. If Leat cannot reasonably provide the subscription to Client under the terms prior to modification, then the affected Subscription Service will be terminated upon Leat's notice to Client.

14. Final provisions

14.1 Provisions of the Agreement shall not apply to the extent that they conflict with any applicable provisions obligated by law. Should any provision of the Agreement be void or otherwise unenforceable, this will not affect the validity of the remaining provisions of the Agreement. In such a case, parties will negotiate in good faith to amend the relevant provisions in such a way that they are enforceable and as far as possible do justice to the parties' intentions with regard to the provision in question.

14.2 If any part of the Agreement is determined to be an invalid or unenforceable provision it will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

14.3 Parties shall be obliged towards one another to hold any confidential information of which they become aware during the execution of this Agreement in confidence. After the conclusion of this Agreement, for whatever reason, this obligation will continue to rest with each of the parties, except insofar as it concerns information that has already become publicly known, other than as a result of a breach of the aforementioned duty of confidentiality.

14.4 All press statements and other forms of publication and communications concerning this Agreement, or matters arising therefrom, as well as the manner in which these communications are released, require the prior written approval of both parties, whereby parties will not withhold the required written approval from each other on unreasonable grounds.

14.5 Leat is free to conclude agreements with competing parties in the region.

14.6 This Agreement supersedes all other agreements and proposals between parties. Leat objects to and rejects any additional or different terms proposed by Client in any way such as on Client's website.

14.7 Leat's obligations are not contingent on the delivery of any future functionality of features of the Subscription Service or dependent on any oral or written public comment made by Leat regarding future functionality or features of the Subscription Service.

14.8 The English version of this Agreement will govern parties relationship. Versions of this Agreement translated in other languages than English are translated for Client's convenience only and will not be interpreted to modify the English version of this Agreement.

14.9 Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with these Client Terms and Conditions.

14.10 Dates agreed upon by Parties for delivery are non-fatal.

15. Communications

15.1 Any communication between Leat and Client must be in writing (which includes email), unless explicitly stated otherwise in the Agreement.

15.2 The version of the communication in question stored by Leat will serve as evidence thereof, unless Client submits proof to the contrary.

15.3 All communications relating to the Agreement (including changes, objections, cancellation) must be made exclusively in writing via contracts@leat.com. Messages concerning the Agreement sent by Client by other means will not be considered valid.