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Terms and Conditions VRelax

These general terms and conditions apply to all offers and agreements in which VRelax acts as a supplier.

  1. General and definitions

This article regulates how certain terms used are to be understood in these terms and conditions.

1.1 In the general terms and conditions and in the offers and agreements to which the general terms and conditions apply, the following terms are understood to mean the following:

Buyer:                     the contractual counterparty of the Supplier of the Service;

Application:                   the application 'VRelax', a Virtual Reality application, to support the user in reducing mental and physical complaints, in particular stress and pain;

Dashboard:                  an application from Supplier with which the user can implement language updates and manage purchased licenses. In addition, the Dashboard provides insight into the effects of the Application on the state of mind of users of the Application.

Service(s):                   all services provided by the Supplier to the Buyer in the context of the Agreement;

GRIP application:         with the GRIP app, the healthcare professional can watch the VR images that the user of the Application is watching and the healthcare professional can control the VRelax app via the tablet if the user is unable to do so. With the GRIP app, the Supplier offers the option to perform biofeedback measurements in the form of variable heart rate measurement. This requires an HRV sensor that the Supplier can supply. The results of the biofeedback measurements are sent by the GRIP application to the Dashboard;

Supplier:                  VRelax BV, established in Groningen and registered in the trade register under number 74710419;

Agreement:            the agreement between the Supplier and the Customer, of which these general terms and conditions form part;

Written:                  this term also includes the parties by e-mail.

 

  1. Applicability and Quotations

This article determines which rules apply to the relationship between the parties.

2.1 These general terms and conditions apply to every offer, quotation or delivery from the Supplier and form an integral part of every Agreement between the Supplier and the Customer. Purchasing or other terms and conditions of the Buyer are expressly not applicable.

2.2 Supplier reserves the right to amend or supplement these general terms and conditions. Continued use of the Application by Purchaser after the general terms and conditions have been amended or supplemented shall be deemed acceptance of the new general terms and conditions. Parties may only deviate from these general terms and conditions in writing.

2.3 All quotations and price estimates with regard to the services of Supplier are without obligation and revocable until the moment that Supplier confirms in writing that the Agreement with Purchaser is concluded or that Supplier has commenced delivery. An Agreement can also be concluded between the parties if the acceptance by Purchaser deviates from the quotation only on minor points, which is at the discretion of Supplier. An offer from Supplier will automatically lapse if Purchaser has not accepted it within thirty (30) days.

 

  1. General aspects of the Service and obligations of the Customer

A reciprocal agreement requires efforts from both parties. This article regulates some general aspects of the way in which the Supplier provides its Services and the obligations of the Customer in that context.

3.1 The Supplier always performs its Services on the basis of a best efforts obligation, with the exception of elements of the service for which a specific result has been explicitly determined in the Agreement.

3.2 Customer is obliged to do and refrain from doing everything that is reasonably necessary and desirable to enable Supplier to execute the Agreement between the parties in a timely and correct manner. In particular, Customer shall ensure that all data that Supplier indicates is necessary or that Customer should reasonably understand is necessary for the execution of the Service, are provided to Supplier in a timely and correct manner. The period within which Supplier must execute the Agreement shall not commence until all requested and necessary data have been received by Supplier.

3.3 Supplier has the right to have certain activities resulting from the Agreement between the parties carried out by third parties. Any unexpected additional costs related to this shall only be borne by Purchaser if this has been agreed in writing in advance. These general terms and conditions shall also apply to the activities carried out by third parties in this context.

3.4 The Customer will immediately inform the Supplier of changes in name, address, place of residence or place of business, e-mail addresses, telephone numbers, bank account numbers or other data relevant to the performance of the Agreement.

3.5 In the event that the Customer fails to fulfill any obligation under the Agreement between the parties, including timely payment of invoices or violation of the terms of use included in these general terms and conditions or any other provision, the Customer will be in default by operation of law without further notice of default.

3.6 If the Customer is in default, this will have the following consequences: the Customer will owe statutory commercial interest on the outstanding amount and the Supplier will be entitled to suspend the Service, including making the Application, the Dashboard and the GRIP app inaccessible.

3.7 If Supplier suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement between the parties, including the claim to payment for the suspended Service and the right to compensation, lost profits and interest. Supplier is not obliged to compensate for damage as a result of a valid suspension.

3.8 Any changes to the Agreement between the parties, whether at the request of the Purchaser or as a result of the fact that a different implementation is necessary due to any circumstances whatsoever, will be considered additional work and the associated additional costs will be invoiced to the Purchaser accordingly at the Supplier's normal rates.

3.9 In order to ensure the correct and careful execution of the Agreement between the parties, Supplier may, in appropriate cases, process personal data for Purchaser. In such cases, Supplier acts as a 'processor' within the meaning of the laws and regulations applicable in the Netherlands in the field of the protection of personal data. Purchaser is the 'controller' of the relevant personal data. In order to guarantee the relevant processing with due care, Supplier will cooperate in concluding a separate processing agreement with Purchaser.

3.10 The data that the Supplier obtains by providing the Service can be made available to third parties in anonymised form.

3.11 If Supplier rents goods, such as VR glasses and associated accessories, to Purchaser, the parties will enter into a rental agreement for the period and rental price agreed in the Agreement. Supplier may require Purchaser to pay a deposit to be determined by Supplier. Purchaser must handle the rented goods with care and ensure that the rented goods are used in accordance with their intended purpose, in accordance with the specifications and capacities of the rented goods. Purchaser is not permitted to alienate, pledge, sublet or otherwise allow another person to use the rented goods. At the end of the rental, Purchaser is obliged to return the rented goods to Supplier in their original condition, free of damage and clean. If the rented goods cease to be under Purchaser's control, Purchaser is obliged to notify Supplier thereof immediately. Damage to the rented goods caused during the period in which Purchaser is responsible for the rented goods must be reported to Supplier immediately upon discovery, but no later than forty-eight (48) hours after the damage occurred.

3.12 Supplier can be reached on working days for (support) questions from Purchaser from 9.00:17.00 AM to 1:XNUMX PM (GMT +XNUMX) via the contact form on Supplier's website (https://vrelax.com/contact/vraag/), by email ([email protected]) and by telephone (+31 (0) 50 211 0142). In this context, Services provided to the Customer are always performed on the basis of an obligation of means.

 

  1. Provision of the Application, the Dashboard and the GRIP app

This article regulates the way in which the Supplier makes its Application, Dashboard and/or GRIP app available.

4.1 This article applies additionally if the Service consists of the provision of the Application, the Dashboard and/or the GRIP app.

4.2 After the conclusion of an Agreement to that effect between the parties, the Supplier will make every effort to provide a high-quality Application, Dashboard and/or GRIP app and to realize their uninterrupted availability.

4.3 Unless the parties have agreed otherwise In Writing, the Customer is responsible for the hardware on which the Application, the Dashboard and the GRIP app run, such as VR glasses and tablets.

4.4 Due to many factors beyond Supplier's control, Supplier does not make any guarantees about quality or availability, unless expressly agreed otherwise. The terms of delivery stated by the Supplier are always indicative, unless expressly agreed otherwise.

4.5 The Supplier can temporarily decommission the Application, the Dashboard and the GRIP app in whole or in part for preventive, corrective or adaptive maintenance or other forms of service without becoming liable for damages. The Supplier will not allow the decommissioning to last longer than necessary and will take place outside office hours as much as possible.

4.6 Supplier may from time to time provide updates for the Application, Dashboard and/or GRIP app. Supplier will provide instructions to Purchaser to that effect.

4.7 The acceptance of the provision of the Application, the Dashboard and/or the GRIP app of Supplier is explicitly not dependent on an acceptance procedure, unless the parties have expressly and substantively agreed on a clearly elaborated acceptance procedure and concrete implementation plan and not only the obligation to have such a procedure or to make such a plan. Acceptance is deemed to have taken place if the situation referred to in the previous clause does not apply and the Customer has taken the Application, the Dashboard and/or the GRIP app into use for productive purposes within its organization.

4.8 If Supplier has agreed a demo phase with Purchaser, Supplier will make one or more VR glasses available to Purchaser. Unless the parties have agreed otherwise, the demo phase will apply for a period of one (1) month. The demo phase enables Purchaser to try out the VR glasses and the Application, Dashboard and/or GRIP app made available free of charge. During this demo phase, Purchaser will handle the VR glasses in accordance with the instructions of Supplier. Purchaser is obliged to return the received VR glasses to Supplier by registered mail within three (3) working days after the end of the demo phase and free of damage. The costs of the return shipment are for the account of Purchaser. The risk during the return shipment is for Purchaser and is transferred to Supplier from the moment of delivery to Supplier. If Purchaser does not return the received VR glasses to Supplier within the aforementioned period, the demo phase will automatically be converted into a paid subscription of twelve (12) months.

 

  1. Training, presentations and events

This article explains which rules apply if Supplier provides other services (other than Software applications), including expert training.

5.1 This article shall additionally apply if the Service consists of the provision of expert training, paid presentations, workshops or events.

5.2 The Supplier will provide these other services entirely independently, at its own discretion and not under the supervision and management of the Purchaser.

5.3 Purchaser undertakes to provide Supplier with all information requested by Supplier that Supplier deems necessary to properly perform these other services.

5.4 The use of these other services is at the risk of the Purchaser. Without prejudice to the right of the Supplier to provide evidence to the contrary, the burden of proof that the Service does not meet what may be expected of a reasonably competent and reasonably acting supplier rests with the Purchaser.

5.5 Unless the Supplier has given written permission, the Purchaser is not entitled to communicate, make available or otherwise make public these other services to a third party.

 

      6. Delivery of Goods and Retention of Title

A number of rules follow from this article that apply if the Supplier sells and supplies goods, such as VR glasses and associated accessories.

6.1 This article applies additionally if the Service consists of the sale and delivery of goods, such as VR glasses and associated accessories.

6.2 The Supplier undertakes vis-à-vis the Buyer to deliver the goods according to the description, quality and quantity described (in greater detail) in the quotation.

6.3 Unless the parties have expressly agreed otherwise In Writing, the Supplier does not guarantee that the delivered goods are suitable for the purpose intended by the Customer.

6.4 If a model or example has been shown or provided by the Supplier, this is only by way of illustration. The qualities of the goods actually to be delivered may deviate from models and examples, unless the parties have expressly agreed otherwise in writing.

6.5 Unless otherwise agreed, the method of shipment is determined by the Supplier. If the Customer designates a specific carrier that will take on the transport, the Customer shall bear any additional costs thereof. The goods will be delivered by the Supplier or sent for delivery to the place or places in the manner specified in the Agreement.

6.6 The risk and ownership of the goods transfers to the Customer at the time of delivery or, if the goods are delivered by a carrier, at the time of handing over for transport.

6.7 Notwithstanding the previous article, Supplier reserves the ownership until Purchaser has paid the full amount of the purchase price and any additional costs or has provided security for this. In such a case, ownership will only be transferred to Purchaser if Purchaser has fully met its obligations towards Supplier. As long as full payment has not been made, Supplier may take back the delivered goods at any time. In such a case, Purchaser is obliged to return the goods to Supplier immediately upon first request at its own expense and risk. As long as full payment has not been made, Purchaser is expressly prohibited from alienating, encumbering, pledging or otherwise placing the goods in the power of third parties outside its normal business operations. Purchaser is also prohibited from alienating, encumbering, pledging or otherwise placing the goods in the power of third parties within its normal business operations at the time Purchaser applies for a suspension of payments or if Purchaser is declared bankrupt.

6.8 The Supplier is entitled to make partial deliveries.

6.9 The Purchaser is obliged to check the delivered goods as soon as possible after receipt for any damage and/or defects. The Supplier will only consider complaints regarding visible damage and/or defects if they have reached the Supplier in writing within fourteen (14) days after delivery, accompanied by a precise statement of the nature and grounds of the complaint(s). After this period of fourteen (14) days, the Purchaser is deemed to have approved the delivered goods.

6.10 With due observance of the limitation included in the previous paragraph, the Supplier may provide a guarantee to be agreed upon on the goods it has supplied. This warranty is limited to any warranty that the Supplier's supplier has provided with regard to the relevant good. Any warranty conditions of that supplier will then apply.

 

     7. Prices and payment

Which prices and which payment method apply follows from this article.

7.1 All prices are in the stated currency and exclude VAT and other government-imposed levies, unless expressly stated otherwise. Supplier will not accept payments in any currency other than that stated. In the absence of a stated currency, all prices are in Euros.

7.2 All prices on the Supplier's website, quotations, brochures and other documentation are subject to programming and typing errors.

7.3 If a price is based on incorrect information provided by the Purchaser, the Supplier shall have the right to adjust the prices to the extent as if the correct information had been provided, even after the Agreement between the parties has already been concluded.

7.4 Supplier shall invoice the amounts owed by Purchaser to Purchaser. Supplier may issue electronic invoices. Supplier has the right to invoice the periodically owed amounts prior to the delivery of its Services.

7.5 The payment term of an invoice is fourteen (14) days after the invoice date, unless agreed otherwise.

7.6 The Customer cannot invoke suspension of payment or settlement.

7.7 In the event of a periodic payment obligation of Purchaser, Supplier may adjust the applicable prices and rates in writing once a year in accordance with the price index figure for personnel costs of the NZa, without this giving Purchaser the right to terminate the Agreement. Supplier is not obliged to announce such a price and rate change in advance. In other cases, Supplier is only entitled to adjust the prices, whether or not in the interim, if the parties have agreed to this.

 

  1. Duration, cancellation and dissolution

This article determines how the Agreement between the parties is terminated.

8.1 Unless the parties have agreed otherwise or this is not possible due to the nature of the Agreement, the Agreement has been entered into between the parties for a period of twelve (12) months and the Agreement is always tacitly renewed for the same period, unless it is legally terminated or parties have agreed on a different term by which the agreement is extended.

8.2 In principle, a notice period of one (1) calendar month applies. If the Agreement has been entered into for a fixed term, it can only be canceled with due observance of the notice period at the end of the term.

8.3 Each party is entitled to dissolve the Agreement between the parties with immediate effect by means of a Written notice to the other party, if:

  1. the other party has ceased to exist;
  2. the other party has been declared bankrupt, has been granted suspension of payments or has taken a decision to dissolve;
  3. the other party no longer performs any activities;
  4. the other party is in default with regard to an essential obligation under the Agreement between the parties, and that party has not remedied this default within thirty (30) days after a notice of default; or
  5. circumstances arise that are of such a nature that compliance with the Agreement between the parties can no longer be required of the terminating party according to standards of reasonableness and fairness.

8.4 If the Agreement is terminated between the parties, regardless of the grounds, the Supplier's claims against the Customer are immediately due and payable. In the event of dissolution of the Agreement, amounts already invoiced for services rendered remain due, without any obligation to undo. In the event of dissolution by the Customer, the Customer may only dissolve the part of the Agreement that has not yet been performed by the Supplier. If the dissolution is attributable to the Customer, the Supplier is entitled to compensation for the resulting direct and indirect damage.

8.5 After the Agreement between the parties has been terminated, irrespective of the grounds, the Supplier may immediately deny the Customer access to the Application and the GRIP app.

 

  1. Terms of Use

In particular, the provisions of this article apply when using the Application, the Dashboard and the GRIP app.

9.1 The Customer is prohibited from using the Application, the Dashboard and the GRIP app to violate Dutch or other laws and regulations applicable to the Customer or Supplier or to infringe the rights of others or to act unlawfully in any other way. to trade.

9.2 The Customer shall refrain from hindering other customers or users or causing damage to systems or networks of the Supplier, its other customers and other internet users. The Customer is not permitted to start up processes or programs, whether or not via the Supplier's systems, of which the Customer knows or should reasonably suspect that it will hinder or damage the Supplier, its other customers or other internet users.

9.3 The Application is expressly not suitable for use by persons who meet one of the following characteristics:

  • People who are sensitive to visual stimuli that could cause light-sensitive seizures (photosensitive epilepsy);
  • People with serious facial wounds;
  • Persons under the age of six; and
  • People who experience dizziness.

Purchaser warrants that it will not make the Application available to the persons mentioned above and indemnifies Supplier against any damage resulting from the use of the Application by such persons.

9.4 If, in the opinion of the Supplier, whether or not after a complaint from a third party, nuisance or damage or any other danger arises for the functioning of the Application, the Dashboard and/or the GRIP app, the computer systems or the network of the Supplier or third parties, the Supplier is entitled to take all measures it reasonably deems necessary to prevent or limit this risk. These measures in any case include blocking the Customer's access to the Application, the Dashboard and/or the GRIP app. The Supplier will communicate this to the Customer as soon as possible. The Supplier is not obliged to pay compensation for damage as a result of measures taken in the context of this article.

9.5 The Supplier is at all times entitled to report established (suspected) criminal offenses. Furthermore, the Supplier is entitled to provide the name, address and other identifying data of the Customer to a third party who believes that the Customer is infringing his or her rights, provided that the correctness of that complaint is reasonably plausible and the third party has a clear has an interest in the disclosure of the data.

9.6 The customer guarantees that its staff or other users, who are under its management and/or supervision, are informed of the user conditions of the article paragraphs for this and will also comply with them.

9.7 The Supplier is entitled to subject the use of the Application, the Dashboard and/or the GRIP app to further user conditions. The user of the Application, the Dashboard and/or the GRIP app must agree to these terms of use before being able to use these Services.

 

  1. Intellectual property

Supplier and third parties may have intellectual property rights, such as copyrights or database rights, which must be respected.

10.1 All intellectual property rights to all Service, software (including the Application, the Dashboard and the GRIP app), content, analyses, designs, documentation, advice, (consultancy) developed or made available by the Supplier in the context of the Agreement )reports, quotations, including preparatory material thereof, are exclusively held by the Supplier or its licensors.

10.2 The Customer will only acquire the user rights and powers arising from the purport of the Agreement between the parties, these general terms and conditions or which are otherwise granted In Writing. Apart from these and the mandatory rights granted to the Customer by law, the Customer will not reproduce and publish the software, content and materials or (repeatedly systematically) request and reuse the software.

10.3 Unless otherwise agreed, the Customer is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the software, content or materials made available, including designations regarding the confidential nature and secrecy of the content or materials.

10.4 The Supplier is permitted to take technical measures to protect its software, content and materials. If the Supplier has secured this software, content or materials by means of technical protection, the Customer is not permitted to remove, change or evade this protection, unless the law stipulates the contrary.

10.5 If the Customer makes data or other material available to the Supplier for inclusion in the Application, the Dashboard and/or the GRIP app, then the Customer or its supplier(s) retains the intellectual property rights vested therein, but the Customer grants the Supplier with with respect to that data or other material an irrevocable, non-cancellable license, which also includes the right to sublicense. The license also remains valid after the end of the Agreement. The Buyer guarantees that the data or other material provided under license does not infringe the (intellectual property) rights of third parties and the Buyer indemnifies the Supplier in this respect.

10.6 The Customer grants the Supplier an irrevocable license to display the Customer's company name and/or logo on the Supplier's website in order to make it known to the general public that the Customer is a customer of the Supplier.

 

  1. Liability

The Supplier limits its liability for damage in this article.

11.1 The Supplier's liability for direct damage suffered by the Customer as a result of an attributable failure by the Supplier to comply with its obligations under the Agreement between the parties or these General Terms and Conditions, including any unlawful act by the Supplier, its employees or agents engaged by it. third parties, is limited per event or per series of related events to an amount equal to the payments that the Customer owes per year under the relevant Agreement (excluding VAT and other levies imposed by the government). In no event, however, will the Supplier's liability for direct damage exceed the amount that the Supplier's insurer is prepared to pay out in such a case, less the amount owed by the Supplier for the deductible.

11.2 Apart from the cases referred to in the previous paragraph, the Supplier has no liability whatsoever for compensation, regardless of the grounds on which an action for compensation would be based. In particular, the Supplier is not liable for damage other than financial damage and for indirect damage. Indirect damage includes: consequential damage, lost profit, lost savings, loss of (company) data, reputational damage, damage from data leaks and damage due to business interruption.

11.3 The liability of the Supplier due to an attributable shortcoming in the fulfillment of the Agreement only arises if the Customer immediately and properly declares the Supplier in default In Writing, whereby the Supplier is granted a reasonable period of time to remedy the shortcoming, and the Supplier is also attributably in default after that reasonable period. fails to fulfill its obligations. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Supplier will be able to respond adequately.

11.4 A condition for the existence of any right to compensation is always that the Customer reports the damage to the Supplier In Writing within thirty (30) days of its occurrence. Any claim for compensation against the Supplier will lapse by the mere lapse of twenty-four (24) months after the claim arose, unless the Customer has instituted a legal claim for compensation for the damage before the expiry of that period.

11.5 All exclusions and limitations of liability included in these general terms and conditions also apply to the benefit of all (legal) persons that the Supplier uses in the performance of the Agreement between the parties and will lapse if and insofar as the damage is the result of intent or willful recklessness of the Supplier's management.

 

  1. Force Majeure

In situations of force majeure, the parties cannot comply and are not obliged to do so.

12.1 None of the parties can be held to fulfill any obligation if a circumstance beyond the control of the parties arises that deprives any reasonable possibility of fulfillment, unless that circumstance could or should have been foreseen between the parties when the Agreement was concluded .

12.2 Force majeure, in addition to what is understood in this regard in the applicable laws and regulations and applicable case law, is in any case understood to include: failures of public infrastructure that is usually available to the Supplier and where the provision of the Service, the Application, the Dashboard and the GRIP app depends on but over which the Supplier cannot exercise actual or contractual power (such as the operation of the registers and networks in the internet, which are autonomous or with which the Supplier has not concluded a contract), malfunctions or failure of the internet or the telecommunications infrastructure resulting from unlawful or criminal acts (such as hacking, DDoS attacks and the like), power failures, civil unrest, mobilizations, wars, transport disruptions, strikes, epidemics, business disruptions, fire, floods, terrorist attacks , and the event that the Supplier is not enabled to deliver by its own suppliers, regardless of the reason, as a result of which compliance with the Agreement between the parties cannot reasonably be expected from the Supplier.

 12.3 If a force majeure situation continues for more than three (3) months, each party has the right to dissolve the Agreement between the parties. In that case, what has already been performed on the basis of the relevant Agreement will be settled pro rata, without the parties owing each other anything further.

 

  1. Other provisions

Other agreements between the parties are laid down in this article.

13.1 Dutch law applies to the Agreement between the parties.

13.2 Unless the parties manage to reach an amicable solution or otherwise agree in Writing, disputes will be submitted exclusively to the competent court of the district in which the Supplier is established.

13.3 The Customer is not permitted to transfer its rights and obligations under the Agreement applicable between the parties to a third party, unless the Supplier has given explicit prior permission for this. However, this permission is not necessary in the event of a business takeover or takeover of the majority of the shares of the Customer.

13.4 If any provision of the Agreement proves to be null and void, this will not affect the validity of the entire Agreement. In that case, the parties will adopt new provisions to replace them, which will shape the intention of the original Agreement and these general terms and conditions as much as is legally possible.

13.5 Information and announcements on the website and in brochures of the Supplier are subject to programming and typing errors. In the event of any inconsistency between the website or brochures on the one hand and the Agreement between the parties on the other hand, the provisions of the Agreement will prevail.

13.6 The log files, versions stored by the Supplier of the communication between the parties and other forms of administration of the Supplier are considered authentic and constitute full proof of the Supplier's assertions. The Customer is free to provide evidence to the contrary.

13.7 In the event of a conflict between these general terms and conditions and the text of the quotation, the provisions in the quotation shall always prevail. If a processing agreement is part of the Agreement, the provisions relating to the protection of personal data shall always prevail, also over the provisions in the quotation.

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