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Healthy Workers End-User License Agreement

Last modified: June 2024

Introduction

Welcome to Healthy Workers! 

The Healthy Workers Platform is an ESG and building performance platform which enables users to track and improve the performance of their buildings for health, comfort, sustainability and cost-saving purposes (the "Platform").

This End-User License Agreement (“EULA”) is an agreement between you, a natural person accessing and using the Platform (“you”) and a company with limited liability, incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, (address: Gapersteeg 2, 1012 NX, Amsterdam, email address: sales@healthyworkers.com and trade register number 67322174 ("Healthy Workers"). If you have any questions related to the service, you can email our general point of contact at: support@healthyworkers.com

This EULA governs your use of the Platform. By clicking ‘accept’ or by accessing or using the Platform offered by Healthy Workers with your username and password (the “Account”), you confirm and agree to be bound by the terms of this EULA. You may not use the Platform, if you do not agree to the terms of the EULA.

Please read this EULA carefully before using the Platform. This EULA defines restrictions for which you may use the Platform and contains warranty information as well as liability disclaimers.

This EULA can be updated from time to time in accordance with Clause 10 below. You are responsible for regularly reviewing the most current version of this EULA, which is published at: healthyworkers.com. When Healthy Workers amends this EULA, Healthy Workers will update the ‘’Last Modified’’ date above and will send a notification to the Account in advance.

This EULA shall apply only to the Platform supplied by Healthy Workers herewith regardless of whether other (third party) software is referred to or included herein. The terms of this EULA also apply to any Healthy Workers updates, supplements, internet-based services, and support services for the Platform, unless other terms accompany those items on delivery. If so, those terms apply.

  1. Registration and Account Obligations
    1. You are fully responsible that all information provided to Healthy Workers and the Platform shall be accurate, complete, and up-to-date.
    2. You shall take appropriate measures to ensure that any equipment that is used to access the Platform, such as equipment related to (energy) assets, PC’s, laptops, tablets, or smartphones, or other hardware is secure and free from viruses and other malicious software.
    3. You shall at all times exercise the utmost care to ensure that the requirements set for Healthy Workers’ performance are at all times correct and complete.
    4. You are responsible for the management, monitoring (including checks of the settings), (manner of) implementation, and use of your Account.
    5. Healthy Workers is not responsible for the hardware, infrastructure and auxiliary software and you ensure that the (auxiliary) software for your own hardware is installed, organized, parameterized, and tuned.
    6. You will not share the Account with others and will abide by Healthy Workers’ rules and the law.
  2. Use of the Platform
    1. You may solely use the Platform for your own organization, company and/or (if applicable) affiliates, and only insofar as required for the use intended by Healthy Workers.
    2. It is your responsibility to make appropriate use of the Platform. Healthy Workers deems the following use of the Platform as inappropriate:
      1. using the Platform in a manner that violates this EULA, applicable law, or applicable agreements;
      2. using the Platform for matters not related to the performance of parties that use the Platform;
      3. resell or redistribute the Platform and the content (including all information, data, and commercial information of companies) contained therein in any way;
      4. submitting unfair, unfeasible, misleading, or otherwise unreasonable offers, information or data on the Platform;
      5. use the Platform in connection with unsolicited commercial messages to other users; and
      6. scrape, data extract or data mine, or any related activity, from the Platform, or otherwise collect information about the Platform users without consent.
    3. Healthy Workers may implement all measures it reasonably considers necessary to prevent inappropriate use or abuse of the Platform.
    4. If Healthy Workers identifies a violation by you, Healthy Workers will notify you thereof in writing and as soon as practicable. Healthy Workers may implement all measures it considers necessary to end the violation and to prevent similar violations in the future, such as the (temporarily) block of the Account or associated e-mail address. You shall provide Healthy Workers, upon its first written request, with any information Healthy Workers deems necessary to end the violation and prevent similar violations.
    5. You indemnify Healthy Workers from all third-party claims that occur due to your acts or omissions on the Platform (e.g., due to careless use of the login details, of due to your inappropriate use of the Platform as described in this Clause).
    6. You are solely responsible for compliance with your employer’s policies and requirements. Furthermore, you are responsible for compliance with any regulatory or legal requirement you may be subject to as a result of your employment, residence, or role within an organization.
    7. Healthy Workers shall act attentively, objectively and fairly when implementing any measures described in this Clause. Healthy Workers shall take the rights and legitimate interests of you and any other parties involved into account when taking any such measures.
  3. Right to Use the Platform
    1. Healthy Workers grants you a personal, non-transferable, non-exclusive right to use the Platform on a SaaS basis in accordance with the terms of this EULA.
    2. You shall not sublicense, assign, transfer, disclose or otherwise distribute in whole or in part the Platform or derivative works based on the Platform to any third party, or to anyone not authorized to use the Platform pursuant to the terms of this EULA. You shall not use the Platform for any other commercial or competitive purpose or than the explicit purpose or circumstances for which the license is granted.
    3. You are not permitted to, and explicitly agree not to:
      1. edit, alter, modify, adapt, translate or otherwise change the whole or any part of (the underlying source and object code of) the Platform, nor permit the whole or any part of the Platform to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Platform;
      2. reproduce, copy, distribute, resell or otherwise use the Platform, information and data that the Platform contains for any commercial purpose; and
      3. allow any third party to use your Account on behalf of or for the benefit of any third party.
  4. Intellectual Property
    1. Healthy Workers, or its licensor(s), is – and shall remain at all times - the exclusive owner of all intellectual property rights vesting in and relating to the Platform, such as – but not limited to – patents, patent applications, trademarks, trademark applications, database rights, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, property rights and processes (“Intellectual Property Rights”). Nothing in this EULA shall be construed to assign or confer to you any Intellectual Property Rights pertaining to the Platform.
    2. You guarantee that no rights of third parties preclude making data, software, material intended for use as part of the Platform, data files and/or other materials, designs and/or other works available to Healthy Workers for the purpose of use, maintenance, processing, installation or integration; this guarantee also pertains to you or the company you represent having the relevant licenses. You indemnify Healthy Workers against any claim of a third party based on the allegation that making any of this available and/or the use, maintenance, processing, installation or integration infringes a right of that third party.
    3. To the extent possible, you grant to Healthy Workers a perpetual, worldwide, right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any content or material you contribute to the Platform.
  5. Duration and Termination
    1. This EULA is effective from the date you create an Account and use the Platform and shall continue until the Account is terminated.
    2. Healthy Workers shall at all times be entitled to terminate this EULA with immediate effect if, in Healthy Workers’ judgment, you fail to comply with any terms of this EULA. Upon such termination, the licenses granted by this EULA will immediately end. Upon termination, you furthermore agree to stop accessing and using the Platform. The provisions that by their nature continue and survive will survive any termination of this EULA, this applies in any event to clauses on Intellectual Property Rights, Privacy, limitation of liability, warranties, and governing law.
    3. Upon termination of the EULA, you must cease immediately any further use of the Platform.
  6. Availability and Maintenance; Disclaimer Warranties
    1. Healthy Workers does not accept any responsibility whatsoever for unavailability of the Platform or any other circumstance which may result in the Platform being unavailable. the Platform is provided "as is" and "as available" without warranty of any kind, meaning that Healthy Workers does not guarantee that the Platform is free of errors and functions without any interruptions. In addition, Healthy Workers rejects all implied warranties that the Platform and the use thereof comply with your expectations thereof.
    2. Healthy Workers does not guarantee that the Platform is timely adapted to any amendments in the relevant laws and regulations.
    3. You will promptly inform Healthy Workers about any circumstances that may affect the availability of the Platform.
  7. Privacy
    1. When you use the Platform, Healthy Workers will collect certain personal data of you – whereby Healthy Workers acts as Data Controller within the meaning of the General Data Protection Regulation (Algemene Verordening Gegevensbescherming) (the “GDPR”). Through the Privacy Notice Healthy Workers informs you which personal data is collected and for what purposes. The Privacy Notice can be found here: heathyworkers.com/privacy.
    2. You will not disclose any (sensitive) personal data of other individuals (such as room designations relating to individuals) while using the Platform. 
  8. Warranties and Limitation of Liability
    1. You represent and warrant that you have the full right to enter into this EULA and the obligations thereunder.
    2. Healthy Workers is not liable for damages resulting from your use of the Platform.
    3. If Healthy Workers is liable, for any reason, the total aggregate liability of Healthy Workers to you shall not exceed the lower of (i) total amount of fees paid by the company you represent to Healthy Workers in the relevant month in which the liability causing event(s) occurred, or (ii) EUR 500.
    4. Liability for indirect damage, including consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of third parties, corruption or loss of data, assets, asset units, items, or software of third parties, is explicitly excluded. 
    5. Nothing in these EULA 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 willful intent or gross negligence by Healthy Workers.
    6. The right to compensation of damages exclusively arises if you report the damage to Healthy Workers in writing as soon as possible after the damage has occurred. Any claim for compensation of damages filed against Healthy Workers lapses (vervalt) by the mere expiry of a period of twenty-four months following the inception of the claim unless you have instituted a legal action for damages prior to the expiry of this term.
  9. Miscellaneous
    1. Failure by Healthy Workers to exercise any of its rights under, or to enforce any provision of, this EULA will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision.
    2. If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this EULA will remain in full force and effect. 
    3. Healthy Workers reserves the right to change this EULA. Healthy Workers will announce any material changes and additions to this EULA at least thirty days ahead to you. If you do not agree with the changes or additions, you have the right to terminate the EULA until the date such change or additions enters into effect. Continued use after the effective date of the amended EULA applies as acceptance of the amended EULA.
    4. Healthy Workers has the right to transfer its rights and obligations under the EULA to a third party that takes over the Platform or the relevant business activity from it.
    5. Healthy Workers is entitled to sell, transfer or pledge (verpanden) any claims it has to payment of any sums due to a third Party.
    6. You are not entitled to sell, transfer or pledge (verpanden) its rights and obligations under an agreement to a third Party.
  10. Governing law and jurisdiction
    1. This EULA, and any (non-)contractual claims in connection with the EULA, shall be governed by and construed in accordance with the laws of the Netherlands.
    2. All disputes, contractual or otherwise, resulting from or arising in connection with this EULA shall be exclusively submitted to the Amsterdam District Court, the Netherlands.