General Terms and Conditions of Sale
Article 1 – Definitions
1.1. These are the General Terms and Conditions of Sale of RabbitQuest B.V. (trading under the name “NewU”), having its registered office in Amsterdam and its place of business at Tolstraat 127, 1074 VJ Amsterdam, the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 75177307 (“NewU”);
1.2. Licensee: any legal entity that enters or has entered into an agreement with NewU for the purchase of one or more licences for the Software.
1.3. Parties/Party: the Licensee and/or NewU.
1.4. Order Confirmation: The written or electronic confirmation setting out the Services purchased by the Licensee, the term, the fee and any additional arrangements.
1.5. Agreement: Any agreement between the Parties concerning the supply or use of the Services of NewU, including the Order Confirmation and the documents expressly declared applicable therein.
1.6. Software: The online software provided by NewU, including the mobile application, the web application, the management portal and any other digital functionalities forming part of the Services.
1.7. Documentation: The descriptions of the functionality and possible uses of the Software made available by NewU as official product documentation, such as user manuals, help texts and change documents.
1.8. Specifications: The functionalities, characteristics and possible uses of the Services as described in the Agreement, the Order Confirmation and the associated Documentation.
1.9. User: a natural person who is entitled to use the Software pursuant to the Agreement, including an employee or self-employed contractor of the Licensee and, if agreed, an employee or self-employed contractor of an undertaking affiliated with the Licensee. Each User is entitled to one Account linked to one Licence.
1.10. Data Processing Agreement: the data processing agreement concluded between NewU and the Licensee, as declared applicable in the Agreement, stating the relevant version number and effective date, published at https://www.newu-app.io/en/data-processing-agreement.
1.11. Privacy Policy: the current Privacy Policy of NewU, in which NewU informs Data Subjects of the processing operations for which NewU acts as an independent controller. It contains a separate section for Group Administrators and a separate section for End Users and is available via https://www.newu-app.io/en/privacy-policy.
1.12. Service Level Agreement (SLA): The arrangements regarding availability, maintenance, support and incident handling published at https://www.newu-app.io/en/sla.
1.13. Portal: the management portal of NewU, accessible via www.newu.app, by means of which the Licensee and its administrators can configure and manage the use of the Software within its organisation.
Article 2 – Licence
2.1. NewU hereby grants the Licensee the right to use the Software for its Users, which right the Licensee hereby accepts. The Licensee and its Users are entitled to use the Software on a telephone, tablet, computer or other electronic device (“Computer Configuration”).
2.2. The Licence is made available to the Users of the Licensee and, where applicable, to Users of undertakings affiliated with the Licensee, insofar as such Users fall within the employee population agreed in the Agreement.
2.3. The Licensee is not entitled to grant sub-licences without the consent of NewU.
2.4. The Licensee shall not use the Software for any purpose other than the purpose described in paragraph 1 of this Article.
2.5 The right of use is limited to the employee population agreed in the Agreement. If the number of employees exceeds this agreed scope, the right of use may only be extended following prior written agreement between the Parties. NewU shall be entitled to charge an additional fee for this.
2.6. Until agreement has been reached on the extension and any additional fee, NewU shall not be obliged to make the Software or the related services available to employees outside the agreed employee population. NewU shall also be entitled to refuse or block access to the Software for these employees.
Article 3 – Software
3.1. NewU shall make the Software available to the Licensee as an online service no later than on the commencement date of the Agreement.
3.2. NewU may maintain, secure, repair and update the Software during the term. Updates and new versions shall automatically fall under the Agreement and shall not require separate acceptance, provided that the agreed core functionality is not materially reduced.
3.3. The SLA applies to the availability, maintenance, support and incident handling of the Software. The SLA forms part of the Agreement. NewU may amend the SLA during the term, provided that the agreed services are not materially reduced as a result. The SLA can be consulted via: www.newu-app.io and shall be provided digitally upon request.
3.4 Amendments to the SLA shall not prejudice the rights and obligations of the Parties under the Data Processing Agreement. Amendments to the SLA that affect the processing or protection of personal data shall be governed by the amendment procedure set out in the Data Processing Agreement.
Article 4 – Termination
4.1. The initial term of the Agreement and any renewal period shall be laid down in the Agreement.
4.2. Unless the Agreement provides otherwise, the Agreement shall be automatically renewed for the same period upon expiry of the initial term. Notice of termination to prevent renewal must be given in writing no later than two months before the end of the current term.
4.3 Upon termination, the Licensee’s right of use and the right to the agreed support and services shall lapse. The consequences for accounts and personal data of Employees shall be determined by the Agreement, the End User Terms and Conditions, the Privacy Policy and the Data Processing Agreement.
4.4. Each Party shall be entitled to terminate the Agreement in writing with immediate effect if:
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the other Party has been granted a suspension of payments or has been declared bankrupt;
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the other Party is liquidated or its business is wholly or substantially discontinued;
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the other Party breaches a material obligation under the Agreement and has not remedied such breach within a reasonable period after a written notice of default.
4.5. By way of derogation from Article 4.4, no remedy period shall be required if remedy is impossible or cannot reasonably be required of the other Party.
Article 5 – Fees
5.1. Following the signing of the agreement, and annually thereafter (prior to the commencement of each new period), the Licensee shall receive an invoice for the costs payable for that year.
5.2. The payment term is 30 days.
5.3. NewU shall be entitled to index the agreed fees annually with effect from 1 January on the basis of the percentage change in the Harmonised Index of Consumer Prices (HICP) for the European Union, as published by Eurostat. NewU shall inform the Licensee in advance of the indexation applied.
Article 6 – Conditions of use
6.1. The Licensee and its Users may use the Software during the term of the Agreement for the purpose described in Article 2.
6.2. The right of use granted to the Licensee is subject to, among other things, the following restrictions:
a. The Licensee is not permitted to make the Software and the Documentation available for use by third parties or to use them for the benefit of third parties, other than for the benefit of Users who are entitled to use the Software pursuant to these General Terms and Conditions of Sale.
b. The Licensee is not permitted to modify or adapt the Software and the Documentation.
c. The Licensee is not permitted to reconstruct the source code of the Software by means of reverse engineering.
d. The Licensee is not permitted to remove any notice regarding copyrights, trademarks, trade names or other (intellectual) property rights from the Software and the Documentation.
6.3. Use of the Portal. The Licensee shall ensure that its administrators who have access to the Portal:
a. do not share accounts and login credentials;
b. grant access only to persons who require it for their role;
c. report any suspected misuse to NewU;
d. do not attempt to trace individual results, whether by means of filter combinations or otherwise.
Article 7 – Warranty
7.1. NewU warrants that the Software shall function in accordance with the Specifications for the period during which it is made available.
7.2. NewU shall remedy any error in the software within a reasonable period. An error is a defect in the Software as a result of which it does not function in accordance with the specifications, or otherwise does not comply with this agreement (“Error”). Remedy may also be effected by means of a restriction that avoids the problem or by the provision of an update.
7.3. NewU shall be entitled to modify the content of its Software, or parts thereof, in order to improve the quality of the Software. In that event, the Licensee shall not be entitled to any refund or discount whatsoever.
Article 8 – Assignment
8.1. The Parties may not assign the rights and obligations under this Agreement to a third party without the prior written consent of the other party. The party whose consent is requested shall be entitled to attach conditions to the granting of such consent.
Article 9 – Intellectual property rights
9.1. The intellectual property rights relating to the Software, the Documentation and other materials made available by NewU are vested in RabbitQuest or its licensors. The Licensee is granted only the rights of use granted in these General Terms and Conditions of Sale and the Agreement. No transfer of intellectual property rights shall take place.
Article 10 – Liability
10.1. A Party shall be liable solely for direct damage that is the direct consequence of a failure in performance or a tort attributable to it, insofar as such liability cannot be excluded or limited by law.
10.2. To the extent permitted by law, liability for indirect damage and consequential damage is excluded, including in any event loss of profit, loss of savings, loss of goodwill, business interruption and loss of or damage to data.
10.3. The total liability of NewU for direct damage shall, per contract year, be limited to the amount paid or payable by the Licensee to NewU under the Agreement in that contract year, exclusive of VAT.
Article 11 – Confidentiality
11.1. The Parties shall keep confidential all confidential information they receive from the other Party in connection with the Agreement and shall use such information exclusively for the performance of the Agreement. This obligation shall not apply to information that:
a. was already in the public domain without breach of this confidentiality obligation;
b. was already lawfully in the possession of the receiving Party;
c. has been independently developed by the receiving Party without use of confidential information; or
d. has been lawfully obtained from a third party without any obligation of confidentiality.
11.2. NewU may mention the name of the Licensee as a customer reference or for marketing purposes subject to the prior written consent of the Licensee.
11.3. The confidentiality obligations under this Article shall remain in force for the term of the Agreement and for two (2) years following its termination.
11.4. For personal data, security information and information which by its nature is permanently confidential, the confidentiality obligation shall apply without limitation in time.
11.5. A Party may disclose confidential information if it is required to do so by law or by a competent judicial or governmental authority. To the extent permitted by law, it shall inform the other Party thereof in advance.
Article 12 – Invalidity
12.1. Should any provision of this agreement prove to be null and void or non-binding, the Parties shall remain bound by the remaining provisions of this agreement. The Parties shall replace the void or non-binding provision(s) with a provision that is binding and whose purport is as similar as possible to that of the provision(s) to be replaced, taking into account the object and purpose of this agreement.
Article 13: Privacy & personal data
13.1. Insofar as NewU processes personal data on behalf of the Licensee as a processor, the Data Processing Agreement shall apply. The Data Processing Agreement shall be concluded simultaneously with the Agreement and shall form part thereof.
13.2. The Data Processing Agreement shall not apply to processing operations for which NewU acts as an independent controller. Such processing operations are governed by NewU’s Privacy Policy.
Article 14 – Miscellaneous provisions
14.1. The general terms and conditions of Licensees or of any suppliers shall not apply.
14.2. Articles 9 (Intellectual property rights), 10 (Liability), 11 (Confidentiality), 13 (Privacy and personal data) and 15 (Governing law and choice of forum) shall, to the extent required by their nature, continue to apply after termination of the Agreement.
14.3 These General Terms and Conditions of Sale were originally drawn up in Dutch. NewU may make translations available in other languages. In the event of any discrepancy between the Dutch text and a translation, the Dutch text shall prevail.
Article 15 – Governing law and choice of forum
15.1. These general terms and conditions apply to all quotations, agreements and work of NewU and are governed exclusively by Dutch law.
15.2. All disputes between the Parties shall be settled at first instance by the competent judge of the District Court of Amsterdam (Rechtbank Amsterdam).
15.3. In the event of any conflict regarding the processing or protection of personal data, the Data Processing Agreement shall prevail. For all other matters, the following order of precedence shall apply, from highest to lowest:
a. the Agreement and the Order Confirmation;
b. the SLA, solely with respect to arrangements regarding availability, maintenance, support and incident handling;
c. these General Terms and Conditions of Sale;
d. any supplementary terms and conditions or Documentation.
