Terms & Conditions

Awaretrain may use trademarks, trade names, and domain names of third parties, or similar designations, in its content, including phishing simulations and training materials. Such use serves no commercial purpose and is solely intended for training purposes to raise employees’ awareness of cybersecurity risks. This use falls within the permitted forms of use under applicable law.

General Terms and Conditions

These General Terms and Conditions apply to all offers of, agreements with and services provided by Awaretrain, established in Nijmegen and registered with the Dutch Chamber of Commerce under registration number 68933886.

Please note: These General Terms and Conditions do not apply to customers from Germany, Austria and Switzerland

Article 1 - Definitions

1.1 Agreement: any agreement/contract between Awaretrain and the Client under which Awaretrain provides Services.
1.2 Client: the person or legal entity that has entered into an Agreement with Awaretrain or a person or legal entity that has received an Offer from Awaretrain for the purpose of entering into an Agreement with Awaretrain.
1.3 General Terms and Conditions: the provisions of the present document which always form an integral part of every Agreement.
1.4 Intellectual Property: all intellectual property rights and related rights, including but not limited to copyrights, database rights, rights to domain names, trade name rights, rights to know-how, trademark rights, model rights, neighbouring rights and patent rights.
1.5 Offer: any quotation or other offer provided by Awaretrain to the Client for the conclusion of an Agreement.
1.6 Platform: an online platform of Awaretrain which (insofar agreed upon) Client may be granted access to via the internet and with which certain Services may be provided by Awaretrain and/or with which certain information may be gathered by Awaretrain.
1.7 Service(s): the service(s) Awaretrain will perform on behalf of the Client as described in Awaretrain’s offer, the Agreement or any other medium
1.8 Security Audit: any type of information security check on behalf of the Client which may include an analysis regarding security flaws or vulnerabilities in the software or infrastructure of the Client, the physical security measures (premises and appliances) of the Client, and the security awareness of employees of the Client.
1.9 Website: https://awaretrain.com and https://learning.awaretrain.com

Article 2 - Scope of the Agreement and conclusion

2.1 These General Terms and Conditions apply to any Offer by Awaretrain and always form an integral part of any Agreement with Awaretrain.
2.2 The applicability of any purchase conditions or other (general) terms and conditions of the Client are expressly excluded.
2.3 All Offers by Awaretrain are without any obligation and are valid for a period of 30 days after the date of the Offer.
2.4 The Agreement is concluded with the acceptance, confirmation or signing of the Offer by the Client. If the acceptance by the Client differs (even in a minor point of detail) from the Offer, then the Agreement will only be concluded if Awaretrain acknowledges in writing that the acceptance of the Client differs from the initial Offer and confirms that Awaretrain agrees with Client’s acceptance.
2.5 The following ranking will apply in the event of inconsistencies between the provisions of different agreed upon documents:
(i) the Offer;
(ii) the terms in an applicable data processing agreement (if any);
(iii) these General Terms and Conditions.
2.6 After the conclusion of the Agreement, Awaretrain shall use commercially reasonable endeavours to provide the agreed upon Services with due care and skill within the agreed upon timeframe. However, timeframes or deadlines mentioned by Awaretrain or stated in the Agreement are always estimates and shall not be regarded as final deadlines, unless explicitly indicated otherwise.
2.7 Client shall provide all cooperation reasonably necessary to enable the timely and correct performance of the Services by Awaretrain and/or third parties engaged by it. In this regard the Client shall, inter alia:
(i) provide all information and other materials of which Awaretrain indicates that it is required, or of which the Client should reasonably understand that is it necessary for the performance of the Services; and
(ii) grant Awaretrain access to all locations where the Services shall be performed and provide all on-site support reasonably requested by Awaretrain.

Article 3 - Security Audit

3.1 This article only applies when the Client has Security Audits performed by Awaretrain or when the Client does so itself using the Platform.
3.2 Should the Agreement include Security Audits, then the Parties shall reasonably lay down in writing the means, purpose and the scope of such Security Audit. Security Audits shall be performed by personnel of Awaretrain and/or third parties engaged by Awaretrain that have sufficient expertise and skill to establish and identify security flaws and vulnerabilities. Awaretrain cannot guarantee that any or all security flaws and vulnerabilities will actually be discovered and identified.
3.3 While Awaretrain shall use all reasonable endeavours to prevent damaging the IT infrastructure and other objects or materials of the Client and/or third parties when performing the Security Audit(s), Awaretrain cannot guarantee that no damage will be caused when performing a Security Audit. Therefore, in relation to Security Audits, Awaretrain can only be held liable for damages caused by wilful misconduct or deliberate recklessness.
3.4 The Client shall indemnify and hold Awaretrain harmless from and against any claims of third parties directly or indirectly resulting from or in connection with the Security Audit(s). Furthermore, Client shall (upon the first request of Awaretrain):
(i) Fully compensate Awaretrain if any penalties or obligations to pay compensation are imposed on Awaretrain resulting from or in connection with the Security Audit(s); and
(ii) Fully compensate any legal expenses of Awaretrain (including costs of lawyers, legal advisors or other (technical) experts) resulting from or in connection with the Security Audit(s).
3.5 If any employees or other persons engaged by Awaretrain are arrested, detained or taken into custody by police forces, (supervisory) authorities or private security personnel, on the suspicion of having committed a punishable offence or a wrongful act, the Client is obliged to do everything within its power to remedy the situation, provided that the arrest, detainment or custody is directly or indirectly related to the Security Audit(s).
3.6 Should the Agreement include Security Audits, Client authorizes Awaretrain within scope of the agreement to deactivate, bypass, or otherwise audit and make use of the digital and physical security measures used by Client. The Client represents and warrants:
(i) It provided sufficient information to any third parties that may encounter adverse effects due to the performance of the Security Audit; and
(ii) After being informed by the Client, the aforementioned third parties have given explicit consent for the performance of the Security Audit.
3.7 For the purpose of the Security Audit, the Client hereby authorizes Awaretrain to impersonate third parties, as well as to address employees and other representatives of the Client under false pretences.
3.8 Any rights and obligations of Awaretrain resulting from this article shall also apply to third parties engaged by Awaretrain.
3.9 A successful phishing simulation by email requires correct whitelisting by the Client at all times. Awaretrain will provide instructions for this.

Article 4 - The Platform

4.1 Should the Agreement include the provision of the Platform by Awaretrain, then Awaretrain will use commercially reasonable endeavours to ensure uninterrupted availability of the Platform. However, specific uptimes or other service levels are only applicable when such service levels have been agreed upon in writing between Awaretrain and Client.
4.2 Awaretrain actively maintains its Platform, which may lead to the Platform being temporary unavailable. When maintenance is expected to have a negative impact on the availability of the Platform, Awaretrain shall endeavor to perform such maintenance when use of the Platform is averagely low according to Awaretrain’s statistics. Emergency maintenance may be performed by Awaretrain at any time.
4.3 If Awaretrain considers that there is a danger to the functioning of its systems, network, Platform or Services, Awaretrain will have the right to implement any measures it considers reasonably necessary to avert or prevent this danger. Awaretrain will take appropriate technical and organizational security measures in order to prevent the most common risks in respect of the Platform.
4.4 Awaretrain will use commercially reasonable endeavours to ensure that the Platform is compatible with the latest versions of commonly used web browsers. Client shall make sure it and/or its employees make use of up-to-date web browsers. Awaretrain in its sole discretion is entitled to cancel any support of older versions of web browsers.
4.5 Awaretrain will use commercially reasonable endeavours to provide Client with customer support regarding the Platform during office hours. Contact information for support purposes can be found on the Website. In accordance with article 6.4, Awaretrain is not obliged to offer or provide any support with regards to Client’s own systems.
4.6 An account or certain login credentials may be required for use of the Platform. Unless otherwise agreed upon, accounts and login credentials are for individual use only and may not be shared by multiple people / end users. Client is fully responsible for keeping confidential any login credentials it, or people for which Client is responsible (e.g. employees or freelancers engaged by Client), may have. Awaretrain may assume that actions undertaken from accounts of Client are authorized and supervised by the Client. If login credentials are accidentally disclosed or otherwise become known to an unauthorized third party, the Client must immediately inform Awaretrain and take all measures that may be reasonably expected from Client to prevent misuse of its accounts.
4.7 The Client represents and warrants the Platform will not be used in violation of any applicable law, the Agreement or any third-party rights. Client shall make sure only natural persons make use of the Platform, it is not permitted to use the Platform in a manner that causes nuisance or hindrance for Awaretrain or third parties. This includes the use of personal scripts or programs for up- or downloading large amounts of data or excessively often accessing the Platform.
4.8 The Client represents and warrants the API functionality of the Platform will not be used in violation of any applicable law, the Agreement or any third-party rights. Client shall make sure that API keys and access data are kept secret. It is not permitted to use API functionality for illegal activities or activities that may interfere with the operation of the Platform. Such activities include, but are not limited to:
(i) Attempts to gain unauthorised access to systems or data;
(ii) Excessive use of the API which adversely affects performance;
(iii) Execution of automated requests without Awaretrain's prior consent;
(iv) Spreading malware, viruses or other malicious software via the Platform.
4.9 If Awaretrain observes or is notified by a third party of any (suspected) unlawful or unauthorized use of the Platform, Awaretrain shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use. Furthermore, in such cases Awaretrain is entitled to provide third parties (including authorities) with Client’s contact information.

Article 5 - Intellectual Property & Content

5.1 The (digital) information stored or processed by Client using one of the Services, is and remains Client’s property (or the property of Client’s suppliers or licensors). Insofar necessary to provide the Service, Awaretrain receives a limited license to use such information for the performance of the Service.
5.2 Unless explicitly agreed upon in a written document signed by both parties, both parties do not wish to effect any transfer of Intellectual Property. The Services and any other information or software provided by Awaretrain are the Intellectual Property of Awaretrain or its licensor(s). None of these items may be copied or used without prior written permission of Awaretrain, except and to the extent permitted by the Agreement and mandatory law.
5.3 Upon the conclusion of the Agreement, Awaretrain grants to Client a non-exclusive license to use one or more of the Services insofar agreed upon. This License is granted for the duration of the Agreement. This license does not include the right to sublicense, sell or otherwise multiply or disclose the Services, software or information in any way, unless otherwise agreed upon. Awaretrain is permitted to reuse any content created by Client within the Platform, such as phishing emails and/or landing pages, for other clients. In doing so, Awaretrain is not permitted to reuse any trade marks, logos or personal data of Client.
5.4 The Client shall bear full responsibility for the content they create and develop using the platforms provided by Awaretrain. Awaretrain shall not be held liable, in any way, for direct or indirect damages arising from the Client's use of intellectual property rights or similar rights of third parties. This includes, but is not limited to, the use of logos, brand names, trademarks, domain names, and other intellectual property in phishing emails, fraudulent communications, or other activities within the context of cybersecurity training created by the Client.
5.5 The Client shall fully indemnify Awaretrain against all direct and indirect damages arising from claims made by third parties regarding intellectual property rights or similar rights of such third parties. This includes, but is not limited to, claims related to phishing emails, fraudulent communications, or other activities created by the Client arising from the use of Awaretrain’s products and services. Should a third party hold Awaretrain liable for any infringement associated with such Client-created content, the Client shall bear all costs and damages and indemnify Awaretrain.
5.6 If a report or audit reveals that access to the content or the number of users does not comply with the Agreement and the Client has underpaid, the Client shall pay Awaretrain all underpaid fees based on the commercial terms and the initial term of the Agreement.
5.7 When using a multi-tenant solution, the purchased number of users may be utilised and distributed across the underlying tenants (organisations). Any exceedance of this limit shall be determined by summing the usage of the underlying tenants (organisations).

Article 6 - Additional provisions for using Awaretrain content on external learning platforms

6.1 If the parties agree that Awaretrain will provide certain content for use by the Client (whether on the Client’s own or an external learning management system, or otherwise), the parties must agree on the manner of usage and the number of users authorised to access the content. The Client shall, to the extent possible, inform Awaretrain of its intended use of the content and the expected number of users. Awaretrain is under no obligation to provide support for the Client’s (or any third party’s) learning management system or platform on which the content is utilised.
6.2 Upon request, the Client shall provide Awaretrain with a comprehensive report containing the information necessary for Awaretrain to verify that the use of the content and the number of users are in compliance with the agreed terms. Furthermore, Awaretrain shall be entitled to conduct or arrange for third-party audits, including on-site inspections, of the Client’s files and systems to ensure compliance with the Agreement (including verifying that the maximum number of users authorised to use the content has not been exceeded).
6.3 The Agreement shall commence on the date of its execution and shall remain in effect for the duration specified therein. The Client may terminate the Agreement by giving written notice, observing a notice period of three months.
6.4 If the Agreement is not terminated (in a timely manner) in accordance with the requirements of this article, the Agreement shall be deemed automatically renewed for successive periods equal to the duration specified in the Agreement.
6.5 Upon termination of the Agreement, the Client is required to declare via email to backoffice@awaretrain.com, no later than one month before the Agreement’s end date, that:
(a) all content provided by Awaretrain shall be completely removed from all (online and offline) systems, data carriers, and storage locations of the Client after the Agreement’s termination; and
(b) the Client will cease using Awaretrain’s content.
If Awaretrain does not receive the declaration mentioned in this article no later than one month before the Agreement’s end date, the Agreement shall be deemed not terminated and shall continue in accordance with clause 7.4.
6.6 If the Client submits the declaration referred to in clause 7.4 but fails to remove all content or continues to use the content, the Client shall owe an immediately payable penalty of €5,000 per breach, as well as an additional €5,000 for each day the breach persists, with each half-day considered a full day. This is without prejudice to Awaretrain’s right to claim additional compensation for damages.

Article 7 - Privacy

7.1 The fulfilment of the Agreement may entail the processing of personal data by Awaretrain on behalf of the Client, with the Client being considered as the ‘data controller’ and Awaretrain as the ‘data processor’. In the event that personal data is processed, the parties will conclude a data processing agreement in which parties will lay down in writing the terms under which Awaretrain will process such personal data.
7.2 Parties shall comply with their respective obligations under applicable privacy legislation. The Client hereby warrants that the content, use and/or processing of personal data is not unlawful and does not infringe any right of a third party.

Article 8 - Prices and payment

8.1 Awaretrain will invoice for all amounts owed as specified in the Offer and may do so electronically. Any objection raised by the Client to (the amount of) an invoice will not suspend the payment obligation. All invoices are subject to a payment term of 30 days, unless the invoice specifies a different payment term, or another term has been agreed to in writing.
8.2 In the event Client purchases a service that is invoiced based on the number of users (for example: this could be the case when Awaretrain provides a Platform), then Awaretrain is always entitled to invoice based on the maximum number of users concurrently subscribed to the Platform in a month. Such subscribed users consist of not only the ‘activated’ users, but also the ‘not activated’ users in the tab accounts within the Platform. Furthermore, it is not relevant if such subscribed users have actually made use of the Platform in the concerning month.
8.3 All prices quoted by Awaretrain are in euros (€) and are exclusive of VAT and other government levies.
8.4 If an invoice is not paid within the payment term, the Client will be provided with an additional 14 days to pay all outstanding amounts owed. If the Client fails to pay the amount(s) due within the aforementioned 14 days, the Client will automatically be in default (without a formal notice of default being required) and Awaretrain may: (i) suspend the delivery of all or part of the Services, and/or (ii) refer the claim for collection, in which case the Client must reimburse Awaretrain in full for any judicial and extrajudicial costs incurred, including all costs and fees of lawyers and experts.
8.5 Awaretrain is entitled to adjust agreed upon prices and fees annually for contracts of indefinite duration or future contracts (renewals) with a maximum of 5% due to inflation, increase in costs or other market circumstances. In the event Awaretrain increases prices more than 5% annually, then the Client is entitled to terminate the Agreement in writing on the date that the price increase takes effect.
7.6 All amounts owed to Awaretrain are immediately due and payable in the event the Client is declared bankrupt, the Client applies for or is granted suspension of payments, the Client’s activities are ceased, or its business is wound up.

Article 9 - Liability

9.1 Awaretrain’s total liability for loss and/or damages resulting from an attributable failure in the performance of the Agreement, an unlawful act or on any legal basis whatsoever, is limited to a maximum amount equal to the amounts (exclusive of VAT) paid by the Client to Awaretrain under the relevant Agreement in the six (6) months prior to the damage causing event. Under no circumstances will the total compensation to be paid by Awaretrain exceed a sum of € 25.000,- per year.
9.2 Awaretrain is in no event liable for any indirect or consequential damages, such as: lost profits, missed savings or damages due to business interruption.
9.3 The aforementioned limitation of liability will not be applicable in the event that the damages or losses are the result of intent or deliberate recklessness on the part of Awaretrain.
9.4 Awaretrain shall only be liable due to an attributable failure in the performance of the Agreement if Client declares Awaretrain to be in default in writing without delay and grants Awaretrain a reasonable term to remedy the breach, and Awaretrain culpably fails to fulfil its obligations also after this term has passed. The notice of default must describe the breach as comprehensively and in as much detail as possible in order to give Awaretrain the opportunity to respond adequately.
9.5 For there to be any right to compensation, Client must always report the loss to Awaretrain in writing as soon as possible after the loss has occurred. Each claim for compensation against Awaretrain shall be barred by the mere expiry of a period of 6 months following the inception of the claim.
9.6 Awaretrain cannot be obligated to perform any obligation under the Agreement if the performance is prevented due to force majeure. Awaretrain is not liable for any loss and/or damage due to force majeure. Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby Awaretrain is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.
9.7 If a force majeure situation has lasted for more than 60 days, both parties shall be entitled to give notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been delivered by Awaretrain prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a proportional basis.
9.8 In the event of termination by Client on the grounds of breach in the performance of the Agreement by Awaretrain, the performance already completed and the related payment obligation will not be subject to cancellation.

Article 10 - Confidentiality

10.1 Parties commit that they will observe confidentiality concerning all confidential information they receive from the other party. Information is considered confidential in any event if it has been designated as such by one of the parties or when the recipient knows or ought reasonably to suspect it to be of a confidential nature.
10.2 With regard to the confidential information, Parties will:
(i) Take due account of all reasonable measures to ensure safekeeping or storage of the confidential information, while ensuring at least the same level of security as it observes for their own confidential information;
(ii) Not use the confidential information for any other purpose than the fulfilment of the Agreement;
10.3 Both parties will also impose a similar obligation of confidentiality on their employees, as well as on any third parties engaged by them for the purpose of fulfilling the Agreement.
10.4 Confidential information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure.
10.5 Information which would otherwise be confidential information shall not be deemed confidential if the receiving party proves by written records that the information:
a. is lawfully obtained by the receiving Party from sources available to the general public such as newspapers, patent databases or informative websites;
b. is lawfully obtained by the receiving Party from a third party, provided that the third party does not breach any confidentiality obligation towards the disclosing party;
c. was already in the possession of the receiving Party prior to the date on which it was issued by the disclosing party; or
d. was developed by the receiving party independently and without the use of any information of the disclosing party.
10.6 Upon the first request of the disclosing party as well as directly after termination of the Agreement, the receiving party shall destroy or delete all confidential information in its possession and on request report that this has been carried out.

Article 11 - Term and termination

11.1 The Agreement will commence upon the date of the signing of the Agreement or acceptance of the Offer and will then remain in force until such a time that Agreement is fulfilled, unless the Offer specifies otherwise.
11.2 Each party may terminate the Agreement in writing if the other party:
(i) applies for suspension of payments or is declared bankrupt;
(ii) is dissolved or otherwise ceases to conduct its business.
11.3 In the event that the Agreement is terminated, the amounts owed to Awaretrain by the Client will become immediately due and payable (irrespective of the reason for the termination).

Article 12 - Changes to the General Terms and Conditions

12.1 Awaretrain may amend these General Terms and Conditions at any time. Awaretrain will announce the changes or additions to the Client by email at least thirty days before they take effect, to enable the Client to take note of them.
12.2 If the Client objects to the changes, Awaretrain will reconsider and withdraw the amendment if it considers the objection well-founded. However, if Awaretrain decides to implement the changes despite the objection, the Client will have the right to terminate the Agreement until the moment the changes enter into effect. After the moment the changes enter into effect, the Client is deemed to have accepted the amended General Terms and Conditions.

Article 13 - Miscellaneous

13.1 The Agreement shall be governed exclusively by Dutch Law.
13.2 In case of a dispute relating to the Agreement, the parties shall use reasonable endeavours to reach an amicable solution in mutual consultation. Insofar as the rules of mandatory law do not dictate otherwise, any disputes that cannot be resolved amicably shall be submitted to the competent Dutch court in the principal place of business of Awaretrain.
13.3 Awaretrain may transfer its rights and obligations arising from the Agreement to a third party that acquires Awaretrain or its business activities.
13.4 The Client shall promptly notify Awaretrain of any change in name, (postal) address, email address, telephone number and other information and details relevant to the fulfilment of the Agreement.
13.5 If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. If a court finds that any provision of the Agreement is invalid or unenforceable, Awaretrain and Client shall turn to each other for the purpose of agreeing on a new provision to replace the invalid or unenforceable provision. This new provision shall be as similar to the invalid or unenforceable provision as is legally possible.