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Terms and conditions Healthy Workers

Last updated: March 2019

Welcome at Healthy Workers B.V (“Healthy Workers”). Healthy Workers has developed a cloud-based workplace data tool (“Software as a Service; SaaS; Software”) which measures the performance of workplaces (in terms of space, amenities and services and well-being of workers) – and subsequent the impact of workplace adjustments. The insights generated are used to make quantified decisions on managing adaptive physical spaces where people thrive.

Healthy Workers improves spaces primarily by giving workplace Enablers real time insights into how buildings, systems & services are catering to the people that rely on them. The Healthy Workers SaaS combines (non-personal) data regarding environmental factors (e.g. light, sound, CO2, temperature) measured by “Sensors”, with (personal) data as provided by employees on the basis of questionnaires and employee feedback.

These terms and conditions (the “Terms”) apply to the relationship between Healthy Workers and its customers, which group consists of both workplace Enablers (“Enabler-Customer(s)”) as well as the respective employees (“Employee- Customer(s)”), for any use of the website healthyworkers.nl (the “Website”), the web-application (the “Web-App”) and any other parts of the Software offered by Healthy Workers. Healthy Workers offers the Software, including all information, tools and Services, under the condition that both the Enabler-Customer as well as the Employee-Customer accepts these Terms. Enabler- Customer and Employee-Customer will jointly be referred to as (“Customer(s)”).

  1. Definitions

    1. Account: Account that Customers can create after receiving an invitation thereto from Healthy Workers. By means of the Account, Customers can use the Software. Before creating an Account, Employee-Customer will be asked to agree to these Terms (and our Privacy Policy). Enabler-Customers will agree to these Terms when entering into an Agreement with Healthy Workers.
    2. Agreement: the services agreement which enters into force between Healthy Workers and the Customer, including any amendment or supplement to it.
    3. Assigment: each assignment agreed by the Enabler-Customer and Healthy Workers for the delivery of the Services, in each form.
    4. Complementary Services: any services Healthy Workers offers that complement the Software.
    5. Customer: Enabler-Customer and/or Employee-Customer.
    6. Enabler-Customer: a legal entity (company with Employee-Customers) making use of the Software and enters into an Agreement with Healthy Workers or negotiates with Healthy Workers to enter into an Agreement. The Enabler- Customer can be a HR director/manager, Real Estate director/manager, Facility director/manager, property manager or any other stakeholder that has a specified role with clear responsibilities in improving the workplace.
    7. Employee-Customer: a private person who is an employee of Enabler-Customer, who wants to make use of the Services of Healthy Workers by means of the Web App and the Employee Questionnaires.
    8. Enabler Dashboard: a detailed and well-designed dashboard with valuable overviews for the Enabler. The Enabler Dashboard shows anonymized summaries of combined data regarding well-being and satisfaction scores per department and/or on an organizational level (this is dependent on the group size in order to safeguard the privacy of the participating employees). The Enabler Dashboard also shows real time indoor climate information. It includes regular insights into space performance (i.e. indoor climate), top issues related to space, top employee dissatisfiers (i.e. within space, amenities or services), notifications and suggested interventions.
    9. Employee dashboard: a user friendly and well-designed dashboard for employees. The Employee Dashboard provides employees insight into real time indoor climate information about temperature, humidity and air quality (CO2) (collected by a third-party sensor partner) and their personal and organizational results. Employees don’t have access to personal scores from other employees/colleagues.
    10. Customer Dashboard: Employee Dashboard and/or Enabler Dashboard.
    11. Employee questionnaires: via a personal account for employees, employees can fill in (regular) questionnaires about their satisfaction about the workspace (e.g. noise and indoor climate), amenities and services (e.g. furniture and meeting rooms) and their well-being (e.g. stress and focus). The personal data and responses collected are used for measuring the impact of the work-environment on employee well-being. All data are anonymized.
    12. Healthy Workers: Healthy Workers B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its registered seat in Amsterdam, and having its registered office at Johan Huizingalaan 400 1066 JS Amsterdam, the Netherlands, registered with the Dutch trade register with number 67322174. Healthy Workers is also referred to as “we” or “our”.

    13. Parties: Healthy Workers and Customer together.
    14. Services: the Web-App, Dashboards and the Complementary Services of Healthy workers jointly, by means of which Healthy Workers provides Enabler-Customers insight to the general well-being of their employees and the performance of the workspace and the amenities and services provided. In relation to Employee-Customers, the Services offered through the Web-App, Dashboards and the Complementary Services consist of providing them the possibility to give anonymous feedback to their Enabler about their well-being, satisfaction and perception of the work environment.
    15. Software as a Service (“SaaS” and “Software”): the software Healthy Workers has developed a cloud-based workplace data tool which measures the impact of the work environment – and subsequent workplace adjustments – on Employee-Customer wellbeing and Employee-Customer satisfaction with the work-environment. This Software is available through the Web-App.
    16. Web-App: the web-application through which Enabler-Customer and Employee-Customer can access the Software, including the Enabler-Dashboard and the Employee Dashboard and Questionnaires (available to Employee-Customer only).
  2. Use of the Enabler Dashboard

    1. Healthy Workers makes the Software, consisting of the Enabler Dashboard to Enabler-Customers and all thereto related functionalities, available to the Enabler-Customer for the duration of the Assignment.
    2. Healthy Workers creates one or multiple Accounts for the Enabler-Customer(s) to make use of the Enabler Dashboard. Each account will be available for one person only. Enabler-Customer receives an invite to activate their personal account.

    3. If Enabler-Customer activates an Account, Enabler-Customer will be asked to provide a password to access the Account. Enabler-Customer must choose a password that is at least 8 characters long and includes letters, symbols and numbers.

    4. Enabler-Customer is responsible to keep the log-in details of the Enabler Dashboard as secret as possible. Log in details are strictly confidential and may only be used by the relevant Account holders within the organization of the Customer. The Customer is not allowed to provide the login details to third parties. Healthy Workers may assume that all actions within the Enabler Dashboard have been taken by or under the supervision of the Enabler-Customer.

    5. Enabler-Customer cannot transfer the right to use the Enabler Dashboard to third parties.

    6. The Enabler Dashboard is 24 hours per day available for use by the Enabler-Customer. Healthy Workers will allow maintenance of the Dashboard outside office hours, unless this is not possible in the specific case.

    7. Enabler-Customer is not allowed to use the Dashboard in a way that is contrary to these Terms, to Dutch law or any other applicable law- or regulation. If Healthy Workers suspects that Enabler-Customer uses the Dashboard in such a way, Healthy Workers can (temporary) block the access of the Dashboard to Enabler-Customer.

    8. If Healthy Workers suffered damages as a result of the use of the Enabler Dashboard by Enabler-Customer, Healthy Workers will charge these damages to Enabler-Customer.

  3. Use of the Employee Dashboard

    1. To use the Software and get access to the Employee Dashboard, Employee-Customer has to register and create an Account. Enabler-Customer will provide Healthy Workers with the contact details of all its employees, such in accordance with art. 6 GDPR. Healthy Workers will send an invitation email to all the employees of Enabler-Customer. The employees can voluntarily sign up with their email address and can create their own personal password or decide not to make use of the Services and Software of Healthy Workers. Enabler will never know which employees participated and which not.

    2. Employee-Customer agrees to provide complete and accurate information for all use of the Software and Employee Dashboard. Employee-Customer agrees to promptly update its Account, including (e-mail address and/or telephone number), so that we can contact Employee-Customer if needed (e.g. when new questionnaires are available or new insights are published).

    3. If Employee-Customer activates an Account, Employee-Customer will be asked to provide a password to access the Account. Employee-Customer must choose a unique password that is at least 8 characters long and includes letters, symbols and numbers.

    4. Employee-Customer is responsible to keep the log-in details of the Employee Dashboard as secret as possible. Log-in details are strictly confidential and may only be used by Employee-Customer itself. The Employee-Customer is not allowed to provide the login details or transfer the use of the Employee Dashboard to third parties. Healthy Workers may and will assume that all actions within the Employee Dashboard have been executed by the relevant Employee- Customer.

    5. The Employee Dashboard is 24 hours per day available for use by the Employee-Customer. Healthy Workers will allow maintenance of the Employee-Customer Dashboard outside office hours, unless this is not possible in the specific case.

    6. Employee-Customer is not allowed to use the Employee Dashboard in a way that is contrary to these Terms, the Dutch law or any other applicable law- or regulation. If Healthy Workers suspects that Employee-Customer uses the Employee-Customer Dashboard in such a way, Healthy Workers can (temporary) block the access of the Employee- Customer Dashboard to Employee-Customer.

    7. If Healthy Workers suffered damages as a result of the use of the Employee-Customer Dashboard by Employee- Customer, Healthy Workers may charge these damages to Employee-Customer and/or Enabler-Customer.

  4. Offers and quotations to Enabler-Customers

    1. Enabler-Customer can request a quotation directly at Healthy Workers or via a partner of Healthy Workers.

    2. All offers and quotations of Healthy Workers are valid for 28 (twenty-eight) days, unless Parties have agreed otherwise in writing.

    3. All offers and quotations of Healthy Workers are non-binding, unless Parties have agreed otherwise in writing.

    4. An offer or quotation is based on a specific request of the Customer and only applies to the specific underlying Assignment. No rights can be derived from an offer or quotation and/or offers from other parties for a future Assignment or Agreement.

    5. Healthy Workers may assume that the information provided by the Enabler-Customer is correct when setting up the quotation.

  5. Conclusion and enforcement of the Agreement

    1. Agreements between Healthy Workers and Enabler-Customer enter into force when Enabler-Customer submits a request for an Assignment and Healthy Workers sends a confirmation of the Assignment (“Assignment Confirmation”)

    2. Agreements between Healthy Workers and Employee-Customer enter into force when Employee-Customer creates an Account and starts using Healthy Workers’ Services.

    3. Healthy Workers has the right to refuse Assignments without stating reasons.

    4. Enabler-Customer must always submit requests for Assignments and follow-up instructions in writing to Healthy Workers.

    5. If Enabler-Customer has not expressed objections with regard to the Assignment Confirmation within 14 (fourteen) days, the Assignment as described in the Assignment Confirmation is deemed to be accepted by Enabler-Customer.

    6. If Healthy Workers sends an Assignment Confirmation, the Assignment Confirmation is decisive for the content and explanation of the corresponding Agreement, subject to mistakes and errors. Healthy Workers cannot be held to its offer if Enabler-Customer should reasonably understand that the offer, or a part of the offer, includes a mistake or an error.

    7. Possible notes and reactions of the Enabler-Customer on the quotation of Healthy Workers do not form a part of the Agreement, unless Healthy Workers accepts these notes and/or reactions in writing.

    8. After acceptance of the Assignment Confirmation it is not possible for the Customer to cancel the Assignment or Agreement other than as agreed in the Agreement or based on these Terms.

  6. Duration and termination of the Agreement

    1. Healthy Workers and Customer enter into the Agreement for an indefinite period of time, unless Parties agree otherwise in the Service Agreement.

    2. If the Agreement is limited to content or time, the Agreement will be tacitly extended on a subscription basis, unless the Agreement has been terminated by one of the Parties in writing. The notice period for termination is 2 months.

    3. Customer will be billed in advance on a yearly recurring, periodic basis, unless Parties agree otherwise in the Service Agreement.

    4. Healthy Workers may change its fees for Services at any time.

    5. Enabler-Customer cannot prematurely terminate or cancel the Assignment in case it is limited to content or time, unless the Agreement includes this possibility explicitly. In that case, cancellation is only possible within the agreed cancellation period. Upon timely cancellation Healthy Workers shall refund to the Enabler-Customer the fees already paid.

    6. Employee-Customer can always terminate or cancel the Agreement with Healthy Workers, without any restriction whatsoever.

    7. Healthy Workers is allowed to suspend the Agreement with Customers if it is temporarily unable to fulfil her obligations due to circumstances (which are outside her control or of which she was and could not be aware).

    8. Healthy Workers can directly terminate the Agreement with both Employee-Customers as well as Enabler-Customers, without being obliged to pay any compensation or indemnification, in the following circumstances:

      1. Enabler-Customer has gone bankrupt or is in suspension of payment;

      2. Enabler-Customer will be dissolved or liquidated;

      3. Enabler-Customer will be placed under guardianship or deceases.

      4. Enabler-Customer can no longer freely dispose of his assets due to other circumstances.

    9. Healthy Workers can directly terminate or dissolve the Agreement with Customer, without any notice of default being required, if Customer does not, not fully or not timely perform his obligations under the Agreement. In that case, the Customer must indemnify Healthy Workers or pay compensation. Employee-Customer understands and acknowledges that in case the relevant Enabler-Customer fails to perform its obligations under the Agreement, Healthy Workers can directly terminate or dissolve the Agreement with Employee-Customer.

  7. Fees

    1. Employee-Customer will not be charged any fees or compensation for use of the Services of Healthy Workers. Employee-Customer understands and acknowledges that Enabler-Customer will be charged for the use of the Services by its employees – without ever knowing which employee participated and which not.

    2. Assignments will be performed for the fees included in the Agreement.

    3. Healthy Workers may increase the fees intermediately in case of unforeseen increasing costs circumstances which take place after the Agreement entered into force.

    4. Fees do not include any expenses of Healthy Workers and are in Euros, and exclude VAT and other government levies, unless Parties have agreed otherwise in writing.

    5. All costs related to the conclusion of the Agreement shall be borne by the Enabler-Customer.

  8. Amendment of the Assignment

    1. Healthy Workers has the right to carry out more activities then included in the Agreement and to charge these activities to Enabler-Customer, if this necessary for a proper performance of the Assignment. Healthy Workers will timely inform Enabler-Customer on this matter.

    2. If during the performance of the Assignment it appears that for a proper performance of the Assignment it is necessary to amend or supplement the content of the Assignment to a large extent, then Healthy Workers and the Enabler- Customer will do so in mutual consultation.

    3. In case of amendment of the Assignment Healthy Workers can increase or lower the agreed price. If possible, Healthy Workers will quote a price for this.

    4. Customer accepts the possibility of change of the Assignment and price.

  9. Privacy and health data

    1. We at Healthy Workers respect your privacy. We comply with the General Data Protection Regulation (Algemene Verordening Gegevensbescherming) (the “GDPR”), which has replaced the different national privacy laws of EU member states as per 25 May 2018. When you make use of our Software or other Services, we will collect certain personal data from you to allow proper use of the Software. In our Privacy Policy you can read which personal data we collect and for which specific purposes. Healthy Workers acts as a Data Controller within the meaning of the GDPR. You can find our privacy policy in the document Privacy Statement Healthy Workers.

    2. Employee-Customers provide their personal data via the Employee questionnaires on the Web-App. Enabler- Customer does not have access to the personal data of Employee-Customers. The Enabler Dashboard only shows anonymized summaries of combined data collected from multiple Employee-Customers, in order to safeguard the privacy of the Employee-Customers.

    3. Healthy Workers will only analyze the situation of the Employee-Customers based on their answers to the Employee questionnaires. These answers may contain information about the health of the Employee-Customer. Healthy Workers does not diagnose the Employee-Customer and does not encourage the Employee-Customer to take certain measures/actions as a result of the analysis.

  10. Intellectual Property

    1. Healthy Workers is the exclusive owner of all intellectual property rights on the Software, such as – but not limited to – designs, design applications, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know how, property rights and processes (“Intellectual Property Rights”). Healthy Workers is also the holder of all Intellectual Property Rights on the other services and information offered including, but not limited to: the Website, the Dashboard, the Web-App, Employee questionnaires, files and materials.

    2. Healthy Workers gives Customer a personal and non-exclusive license to use the Software for the purposes agreed upon. Customers are not allowed to sell, sub-license, distribute or access the content of the Software in any other way.

    3. In event of a breach of this article, Customer will be liable to Healthy Workers for an immediately payable amount of EUR 75.000, – (seventy five thousand) per breach and EUR 10.000, – (ten thousand) for each day on which the breach continues, without prejudice to Healthy Workers right to opt for damages instead of this amount.

    4. As long the Customer fulfils all his obligations, Healthy Workers grants a non-transferable, exclusive, non- sublicensable, royalty free license to Customer for the use of the Complementary Services, which Healthy Workers offers as part of the performance of the Agreement.

    5. If Customer does not (longer) fulfils its obligations under the Agreement and these Terms, Healthy Workers can withdraw all licenses to use the Software and Complementary Services without a notice of default in advance being necessary. In case of non-compliance by Enabler-Customers, the licenses of Employee-Customers working for Customer will be withdrawn as well – also see clause 6.7.

    6. Customer is not permitted to use the Software or the Complimentary Services for any other purpose than Parties agreed on in the Agreement or Parties agreed on otherwise in writing. The Customer is explicitly not permitted to make public, to modify, to download, to copy or to reproduce otherwise any information provided by Healthy Workers.

  11. Force majeure

    1. Healthy Workers does not have to fulfil its obligations under the Agreement in the event of force majeure. Force Majeure occurs if Healthy Workers cannot fulfil its obligations due to one or more circumstances that cannot be attributed to Healthy Workers.

    2. If Healthy Workers has already performed a part of the obligations resulting from the Agreement before the force majeure occurred, and this part has an independent value, Healthy Workers is allowed to send an invoice for this performed part of the Agreement.

    3. During the period of force majeure, the Customer can suspend its obligations under the Agreement. If this period lasts longer than 6 months both Customer and Healthy Workers may terminate the Agreement, without the obligation to pay compensation.

  12. Confidentiality

    1. Healthy Workers and Customer will keep all information that they exchange as part of the Agreement and negotiations confidential against third parties. Information is considered confidential if this results from the nature of the information or if the information is explicitly designated as confidential by Healthy Workers and/or Customer.

    2. Healthy Workers and Customer shall not use any information for any purpose other than is necessary for the performance of the Agreement.

    3. Healthy Workers and Customer are not obliged to a compensation payment or indemnification, if they are legally obliged to disclose the confidential information.

  13. Availability of the software, disclaimer of warranties

    1. This Software is available to devices running e.g. Apple iOS and Android OS Operating Systems. Healthy Workers will use reasonable efforts to make the Software available at all times. However, Customer acknowledges that the Software is provided over the internet and mobile networks and thus the quality and availability of the Software may be affected by factors outside Healthy Workers’ reasonable control.

    2. Healthy Workers does not accept any responsibility whatsoever for unavailability of the Software, or any difficulty or inability to access content or any other communication system failure which may result in the Software being unavailable.

    3. The Software is provided “as is” and “as available” without warranty of any kind.

  14. System requirements

    1. In order to use the Software, the user is required to have a compatible device, internet access, and the necessary minimum specifications.

    2. The version of the Software may be upgraded from time to time to add support for new functions and services.

  15. Liability towards Customer

    1. Healthy Workers is only liable for damages of the Customer, if such damage is exclusively the result of a failure/shortcoming of Healthy Workers.

    2. Healthy Workers is not liable for damage of Customer that occurs due to the fact Healthy Workers assumed incorrect or incomplete information of that Customer by the execution of the Agreement.

    3. If Healthy Workers is liable regarding Customer, for any reason, the liability will be limited to an amount of 50% of the invoice price of the relevant Agreement with Enabler-Customer.

    4. The liability of Healthy Workers regarding Customer is in any case limited to the amount the insurance company of Healthy Workers will disburse in that specific case.

    5. Nothing in these Terms will exclude or limit the liability of Healthy Workers, if this cannot be excluded or limited under the applicable law, such as in the case of intent or gross fault by Healthy Workers.

    6. Healthy Workers is not in any event liable for:

      1. the actions or inactions of other Software users (being a Customer);

      2. the situation where the device of the Customer is stolen, and any third party subsequently makes use of the account of Customer;

      3. failure to meet any of Healthy Workers’ obligations under these Terms where such failure is due to events beyond Healthy Workers’ control (for example a network failure);

      4. any damage or alteration to the equipment of Customer including, but not limited to, computer equipment and devices as a result of the use of the Software.

  16. Miscellaneous

    1. Customer cannot transfer his rights and obligations under these Terms and/or the Agreement between Healthy Workers and Customer to third parties.

    2. Healthy Workers can assign and/or transfer all rights and obligations in these Terms and the Agreement in the event of a merger, acquisition or sell of assets, by law or otherwise.

    3. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.

    4. Healthy Workers reserves the right to change these Terms. When we change these Terms in a significant way, we will post a notification on our Website along with the updated Terms. We will also notify you via our Web-app, and request you to accept the updated Terms before you can continue to use our Web-app. By continuing to use the Web-app, Website and/or our services, you acknowledge the most recent version of these Terms. If Healthy Workers changes these Terms, Employee-Customer has the right to terminate its agreement with Healthy Workers.

    5. If Healthy Workers does not enforce (parts of) these Terms, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Customer.

  17. Applicable law and jurisdiction

    1. These Terms and all Agreements between Healthy Workers and Customer shall be governed by and construed in accordance with the laws of the Netherlands exclusively.

    2. All disputes resulting from or arising in connection with these Terms and Agreements shall be exclusively submitted to the competent court of Amsterdam, the Netherlands, unless the dispute can be settled in an amicable manner or in case of contradiction with mandatory law.

  18. Complaints, comments and suggestions

    1. Healthy Workers strives to provide you optimal service. Please let us know if you have a complaint, comment or suggestion. You can contact us via the contact details below. We usually reply to messages within 2 of working days.

Our contact details

Healthy Workers B.V.
Johan Huizingalaan 763a
1066 VH Amsterdam
The Netherlands
E-mail: info@healthyworkers.com
Chamber of Commerce (Kamer van Koophandel) number: 67322174
VAT number: NL 8569 30 994 B 01