These are the Terms and Conditions of Sale ("Terms and Conditions") of RabbitQuest B.V. ("RabbitQuest" or "NewU"), a company with address Buitenplein 67, 1181ZE, Amstelveen, and registered in the Trade Register of the Chamber of Commerce under number 75177307 ("Licensor");

A Customer/Client: Any legal entity, with whom NewU enters and/or has entered into a legal relationship regarding the provision of its License.

Licensee: A customer of NewU who purchases one or more licenses from NewU. Parties/Party: Licensee and/or NewU.

Order Confirmation: The confirmation from Client to NewU to enter into an Agreement regarding the Services this will be recorded in an Agreement.

Agreement: Any agreement between the Parties relating to NewU's Software.

Software: All software provided by RabbitQuest In the form of a web application, native application for Users, and a website for managing a portion of the Software (group challenges) for a business manager appointed by the licensor.

Documentation: The description provided by Licensor to Licensee of the functionality and uses of the Software, such as, for example, a user manual, the help texts and modification documents. Includes all documents that otherwise relate to the Software. These documents may include, PowerPoint presentations, workshops, emails, Excel files, and/or other files directly and/or indirectly related to the Software.

Specifications: The Software provides suggestions for building healthy habits based on user interaction. Within the Software, it is possible to do individual challenges and group challenges. These group challenges can be created from one central point within the Software. Users can monitor the challenges on the main screen of the Software. Users also have access to an overview of a number of statistics collected through the use of the Software.

Employee: An Employee of the Licensee. All employees of the Licensee together are defined as "Employees". Each Employee is entitled to one Account associated with one License.

Article 1 - License

1. Licensor hereby grants to Licensee the right to use the Software for its employees, which right Licensee accepts. Licensee and its employees are entitled to use the Software on its telephone, tablet, computer or other electronic means ("Computer Configuration").

2. The License will be made available to all employees of Licensee and its affiliates.

3. Licensee is not entitled to grant sub-licenses without the consent of Licensor.

4. Licensee shall not use the Software for any purpose other than the purpose described in paragraph 1 of this Article.

Article 2 - Software

1. Licensor will give Licensee access to the Software and Documentation on a machine-readable medium or enable Licensee to download them no later than the effective date of the Agreement.

2. Licensee installs the Software in accordance with the procedure supplied by Licensor.

3. If Licensor releases a new version during this Agreement, it will also offer it to Licensee. If Licensee accepts this offer, the provisions of this Agreement shall also apply to that new version.

Article 3 - Termination

1. With the termination of the Agreement, the Licensee's right of use lapses. The right to support and service as described above will also lapse. The Licensee may no longer use the Software after termination of the Agreement, regardless of on what basis it was terminated.

2. The parties may terminate this agreement with immediate effect by registered letter, in the event of:
  • Application by or grant of suspension of payment to the other party;
  • Application for bankruptcy by or declaration of bankruptcy of the other party;
  • Liquidation of the other party or total or partial transfer of the other party's business to a third party.
  • If either Party acts in violation of applicable (privacy) laws and regulations.

Article 4 - Reimbursement

1. After signing the Agreement and always annually (before the start of the new period), the customer will receive an invoice for the fees due in that year, with a payment period of 30 days.

2. Invoices are to be paid within 30 days, unless otherwise agreed upon.

Article 5 - Terms of Use

1. Licensee is permitted for the duration of the Agreement to load, image, execute or store the Software on the Computer Configuration.

2. The right of use granted to Licensee includes the following restrictions:
  • Licensee is not permitted to give the Software and the Documentation to third parties for use or to use them for the benefit of third parties.
  • Licensee is not permitted to modify or adapt the Software and Documentation.
  • Licensee is not permitted to reconstruct the source code of the Software by reverse engineering.
  • Licensee is not permitted to remove any indication of copyright, trademarks, trade names, or other rights of (intellectual) property from the Software and the Documentation.

Article 6 - Warranty

1. Licensor warrants that the Software will function in accordance with the Specifications during the period during which it is made available.

2. Licensor will correct an Error in the Software within a reasonable time. An error is a defect in the Software that causes it to not function as specified or otherwise not comply with this Agreement ("Error"). Remedy may also be through a problem avoiding restriction or by providing an update.

3. NewU is entitled to change the content of its Software or parts thereof, to improve the quality of the Software. In that case, the Licensee is in no way entitled to a refund or discount.

Article 7 - Transfer

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 asked for consent is entitled to attach conditions to the granting of consent.

Article 8 - Intellectual Property Rights

1. The intellectual property rights relating to the Software and the Documentation belong to RabbitQuest. RabbitQuest remains the owner of the Software provided at all times.

Article 9 - Liability

1. The party who imputably fails the other party and/or commits an imputable tort against the other party shall be liable for compensation for damages suffered and/or to be suffered by that party.

2. The Parties' liability for indirect or consequential damages is excluded. Examples include loss of profit or missed savings.

3. Licensor shall under General Data Protection Regulation (GDPR) or other privacy-related legislation be considered "the Controller."

Article 10 - Secrecy

1. Parties shall keep confidential information of each other confidential. This does not apply if the disclosing party demonstrates that certain information was already in the public domain without breaching this confidentiality obligation, or if a party is forced by a competent (judicial) authority to disclose confidential information.

2. Licensor, in consultation with Licensee, may mention within the context of marketing activities that Licensee is one of its clients.

3. The confidentiality obligation of this article shall remain in effect until 3 months after termination of this agreement.

Article 11 - Invalidity

If any provision of this Agreement should prove to be void or non-binding, the Parties will remain bound by the other provisions of this Agreement. Parties will replace the void or non-binding provision(s) by a provision that is binding and whose purport is as much as possible the same as that of the provision(s) to be replaced, taking into account the purpose of this agreement.

Article 12 - Personal data & processing

1. Parties mutually declare that they will process personal data in a proper and careful manner. Parties will comply with the applicable privacy laws and regulations, including in any case the General Data Protection Regulation, in the processing of personal data under their responsibility.

2. Licensor will process personal data only for the purpose for which the personal data was provided.

3. The obligations arising from this Article also apply to those who process personal data under the authority of (one of the) Parties, such as its employees.

4. If a Party outsources (parts of) the (further) processing of the personal data provided to a processor, it shall ensure that the processor processes the personal data in a proper and careful manner and in accordance with the applicable privacy laws and regulations. Agreements regarding the processing of personal data by a processor will be laid down in an appropriate processor's agreement, which complies with the relevant privacy laws and regulations.

5. The parties will not provide more personal data to each other than is necessary to accomplish the purpose of the processing.

Article 13 - Other provisions

1. The general terms and conditions of the Parties or any suppliers are not applicable.

2. Articles 7 (Intellectual Property Rights), 9 (Liability), 10 (Confidentiality), and 14 (Governing Law and Choice of Forum) shall, by their nature, continue to apply after termination of this Agreement.

Article 14 - Applicable law and choice of forum

1. This Agreement, and all non-contractual rights and obligations arising therefrom, shall in all respects be governed by the laws of the Netherlands.

2. All disputes between the Parties, which may arise as a result of this Agreement or of agreements resulting therefrom, shall in the first instance be settled by the competent court of the District Court of Amsterdam.

3. In the event of conflict between the various documents containing agreements between the Parties, the following order of precedence shall apply:
  • The Agreement;
  • Data Sharing Agreement;
  • These General Terms of Sale;
  • Additional Terms and Conditions.

RabbitQuest B.V. – 16/7/2023