TERMS AND CONDITIONS

These are the general SaaS conditions (the “Terms and Conditions”) For the LiDRS model® of LiDRS Online BV, with its registered office in Haarlem, with offices at Siriusdreef 39 (2132 WT) in Hoofddorp, registered in the trade register of the Chamber of Commerce under number 77503228 (hereinafter referred to as“LiDRS Online").

These Conditions can be sent on request and can also be consulted and downloaded from the LiDRS Online website at www.lidrsonline.com/conditions.

  1. DEFINITIONS

1.1 In these Terms, the following capitalized terms in both singular and plural have the following meaning:

Content  digital content, including but not limited to: texts, images, images, illustrations, videos, podcasts and / or other materials that are or become available to the End User within the LiDRS platform or via electronic means (e.g. mail);
Content partner  a provider or supplier of Content within the LiDRS platform affiliated with LiDRS Online;
End User  an individual employee within the Client's organization who uses the LiDRS platform;
Intellectual property rights all intellectual property rights, registered and unregistered, anywhere in the world, including but not limited to: patent rights, copyrights (including rights to software, source and object code), (user) platform rights, database rights, trade name rights, trademark rights, as well as rights with regard to trade secrets, know-how or technical knowledge;
LiDRS platform  the software solution as developed by LiDRS Online and offered as a Software as a Service (SaaS) solution under the registered brand name LiDRS-model®, with which the End User can gain insight into how the End User sees himself via an online (mobile) application (self assessment) and how others see End User (360 degree feedback), all within the framework of the 6 Critical Leadership Characteristics (KLEs) or other views;
Client  the employers' organization that wants some of its employees to use the LiDRS platform;
Agreement  the approved quotation or assignment letter between LiDRS Online and the Client on the basis of which the Client, against payment of the Fee, is given the right by LiDRS Online to allow End Users to use the LiDRS platform;
Privacy policy  the LiDRS Online privacy statement as published and downloadable from the website www.lidrsonline.com/privacy statement;
Profile  the individual profile page of the End User where End User can view his or her dashboard with scores, feedback, developments and Content;
compensation  the annual fee to be paid by the Client to LiDRS Online as specified in the Agreement and (partly) depending on the number of End Users;
  1. APPLICABILITY OF TERMS

2.1. These Terms and Conditions apply to all legal relationships between a Client and LiDRS Online, including all offers, quotations, the Agreement and other agreements. By submitting an application for the LiDRS platform, or by approving a quotation, the Client agrees to the applicability and content of these Terms and Conditions and an Agreement is concluded between LiDRS Online and the Client.

2.2. If a provision in these Conditions is null and void or is nullified, this will not affect the applicability of the other provisions of the Conditions. LiDRS Online will determine a new provision in these circumstances, in which connection is as closely as possible with the purpose and / or purport of the invalid or annulled provision.

2.3. LiDRS Online can unilaterally amend or supplement these Terms and Conditions at any time, after which the Terms and Conditions will apply in modified form to offers or quotations issued afterwards, or Agreements or other legal relationships that arise afterwards. If the Client does not wish to accept the amended Terms and Conditions, the Client will immediately inform LiDRS Online thereof, whereby the Client can terminate the Agreement in writing against the renewal date of the Agreement. Until then, the previously applicable (unaltered) set of the Terms and Conditions will continue to apply to the (legal) relationship between the Client and LiDRS Online.

2.4. The applicability of any (general) terms and conditions of the Client is expressly excluded by LiDRS Online. Additions to or deviations from these Conditions are only valid if and insofar as they have been agreed in writing between LiDRS Online and the Client.

2.5. These Conditions have also been drawn up for the benefit of: a. The directors and shareholders of LiDRS Online; and B. all employees, (former) employees and third parties (as well as their heirs) who in any way work for, or are connected to or are employed by LiDRS Online. The Conditions apply as a third-party clause as referred to in Article 6: 253 of the Dutch Civil Code for the benefit of all (legal) persons referred to in this article. As a result, they are entitled to invoke the provisions in these Terms and Conditions where appropriate.

2.6. If these Conditions have been drawn up in several languages ​​and there is a difference of opinion about the content or interpretation of these versions, the Dutch version will prevail.

  1. THE LiDRS PLATFORM

3.1. In order to use the LiDRS platform, the End User must be at least eighteen (18) years old.

3.2. The LiDRS platform and the Content are offered 'as is' en 'as available'. The Client and End User accept that the LiDRS platform only contains the functionalities and features as available at the time that the LiDRS platform is used by the Client or End User. LiDRS Online makes no warranty of any kind whatsoever with regard to the quality, completeness or correctness of the LiDRS platform and the Content or other information offered on it.

3.3. The Client and End User acknowledge and accept that LiDRS Online has not checked the Content that - whether or not within the LiDRS platform - is presented or published. To the extent permitted by law, LiDRS Online is never liable for the completeness, correctness or suitability of such Content. The Content Partner providing the Content is responsible for the accuracy, completeness and suitability of the Content. If the Client or an End User receives or comes across Content that, according to the Client or the End User, does not comply with these Conditions, this can be reported to LiDRS Online via the complaints procedure in Article 10 of these Conditions.

3.4. LiDRS Online reserves the right to make changes (including, but not limited to, adding or removing functionalities) to the LiDRS platform or the LiDRS platform at its option, at any time and without prior notice. discontinue or terminate parts thereof, without being liable to the Client and / or End User for damage or loss as a result of such change, discontinuation or termination.

3.5. LiDRS Online does not guarantee that the LiDRS platform will function and be accessible at all times and without interruptions or disruptions. Reasons for the failure of the LiDRS platform can include interruptions in the internet or telephone connection or as a result of viruses, errors or defects. LiDRS Online is never liable to the Client and / or End User for any damage arising from or as a result of the temporary or permanent unavailability or malfunctioning of the LiDRS platform (or parts thereof).

3.6. The Client and / or End User will follow any instructions and guidelines of LiDRS Online with regard to access to or use of the LiDRS platform at all times. Failure to follow such instructions and guidelines gives LiDRS Online the right to temporarily or permanently exclude the Client and / or End User from the LiDRS platform and the use thereof.

3.7. LiDRS Online is never liable for damage or costs of the Client and / or End User or third parties, for whatever reason, as a result of the use by the Client and / or End User of the LiDRS platform, including damage as a result of:

3.7.1. inaccuracy or incompleteness of Content;

3.7.2. inaccuracy or incompleteness of information within a Profile as completed or provided by the End User;

3.7.3. malfunctions, errors, delays or other defects within the LiDRS platform, including, for example, inability to send, receive, store or modify information within the LiDRS platform;

3.7.4. viruses, spyware or other malicious software;

3.7.5. (temporarily) blocking or deactivating the LiDRS platform for maintenance, adjustments or improvements;

3.7.6. modifying, expanding or removing the LiDRS platform (or parts thereof).

3.8. The Client refrains from (directly or indirectly):

3.8.1. publish, upload or distribute information, material or other content via the LiDRS platform that is defamatory, insulting, racist, discriminatory or hateful;

3.8.2. using the LiDRS platform for any illegal, fraudulent or unauthorized purpose;

3.8.3. sub-license, lease, sell, rent, transfer, distribute, copy, modify, decompile, or reverse engineer the LiDRS platform or any part thereof;

3.8.4. infringe on the rights of third parties, including in any case but not limited to Intellectual Property rights or privacy rights;

3.8.5. using the LiDRS platform in violation of applicable laws and / or regulations;

3.8.6. publish, upload or distribute viruses, spyware or other malicious software via the LiDRS platform;

3.8.7. disrupt or circumvent the security measures of the LiDRS platform.

3.9. The Client also guarantees that End Users within the Client's organization will also refrain from the actions referred to in Article 3.8 of these Conditions.

3.10. LiDRS Online is at all times authorized to (temporarily) deny the Client or End User access to the LiDRS platform and / or to (temporarily) suspend and / or remove the Profile of the Client or End User, with immediate effect, if, according to LiDRS Online, there are reasonable grounds to suspect or assume that the relevant Client or End User is in breach of any obligation under these Terms and Conditions, without being liable to pay compensation to the relevant End User or Client.

3.11. The LiDRS Platform may contain links to third party websites (including Content Partners) and online services that are not owned or operated by LiDRS Online. LiDRS Online has no control over and accepts no responsibility for websites and online services of such third parties.

  1. PROFILE

4.1. The Client, as well as every End User designated by the Client, will receive a Profile on the Platform.

4.2. The Client or End User guarantees to LiDRS Online that all information provided for the Profile is correct, complete and accurate. The Client or End User is independently responsible for the correctness and completeness of the information provided and all consequences of inaccurate, incomplete or incorrect information in the Profile.

4.3. The Client or End User with a Profile is independently responsible for keeping the password and username for that Profile secret. The Client or End User is independently responsible and liable for the use made of the Profile using its username and password. LiDRS Online may assume that the Client or End User is actually the person who logs in with the username and password with which the Client or End User is connected.

4.4. If the Client or End User knows or suspects that his user name or password of the Profile has been stolen or has become known to a third party, the Client or End User will immediately notify LiDRS Online, without prejudice to the obligation of the Client or End User respectively. to take effective measures against unauthorized use of the Profile, including changing the password.

4.5. LiDRS Online can the Client or End User respectively suspend access to his Profile in whole or in part, or delete the Profile entirely, if:

4.5.1. the Client or End User concerned materially or repeatedly violates these Terms and Conditions, which in any case includes non-payment or repeated late payment of the Fee, or non-compliance with the obligations arising from Article 3.8 of these Terms and Conditions; or

4.5.2. LiDRS Online is obliged to do so by law or a court decision.

  1. INTELLECTUAL PROPERTY RIGHTS

5.1. All Intellectual Property Rights in respect of the LiDRS platform rest exclusively with LiDRS Online or its licensors.

5.2. The Client and the End User are not permitted, without the prior written consent of LiDRS Online, to reproduce, publish and / or otherwise exploit these Intellectual Property Rights in respect of the LiDRS platform (directly or indirectly), all this in the broadest sense of the word.

5.3. The Client only obtains a limited, temporary, non-exclusive and non-transferable right to use the LiDRS platform, all this under the conditions of the Agreement and these Conditions, including timely payment of the Fee.

5.4. LiDRS Online is entitled to make and maintain technical provisions to protect the Intellectual Property Rights on the LiDRS platform or parts thereof. The Client - or an End User - is never permitted to remove or circumvent or circumvent such a technical provision or any indication regarding the confidential nature or the Intellectual Property Rights.

  1. COMPENSATION AND PAYMENT

6.1. In order to be able to use the LiDRS platform, the Client must pay LiDRS Online the agreed Fee. In addition, the Client must pay a one-off set-up / installation fee as specified in the Agreement.

6.2. Unless explicitly stated otherwise, all Fees and rates owed to LiDRS Online are stated in euros, exclusive of VAT and any other levies.

6.3. The applicable Fee is charged annually to the Client. Any additional costs in the context of support support will be charged monthly in arrears by LiDRS Online to the Client, all this on the basis of the hourly rates stated in the Agreement.

6.4. The payment term is fourteen (14) days from the date of the invoice. In the absence of timely payment, LiDRS Online is entitled to charge the statutory commercial interest under Article 6: 119a of the Dutch Civil Code without further notice of default.

6.5. All judicial and extrajudicial (collection) costs that LiDRS Online incurs as a result of the Client's non-compliance with its payment obligations will be borne by the Client. In the case of a trade agreement pursuant to Article 6: 119a of the Dutch Civil Code, the aforementioned costs amount to at least fifteen (15%) of the invoice amount (with a minimum of EUR 250) and EUR 30 in administration costs.

6.6. Without prejudice to any other rights of LiDRS Online on the basis of these Terms and Conditions, LiDRS Online has the right to suspend all or part of the access of the Client, including End Users, to the LiDRS platform in the event of the Client's non-compliance with its payment obligations. .

  1. DURATION AND TERMINATION

7.1. The license including the right to use the LiDRS platform is granted for the duration as specified in the Agreement.

7.2. Unless LiDRS Online receives a timely cancellation by the Client, the Agreement will each time be automatically and tacitly renewed for periods of the same duration each time. By way of illustration, a Basic license for 3 years is - without notice - renewed after the expiry of that duration for new periods of 3 years each.

7.3. Cancellation by the Client must be made in writing and with due observance of a notice period of at least two (2) months before the expiry of the then applicable term.

7.4. The Client can submit a request for a 'license upgrade' at any time during the term of an Agreement by notifying LiDRS Online thereof. An upgrade can result in more functions, options and / or more End users. In the case of a license upgrade, the applicable term does not change, only the amount of the Fee payable by the Client.

7.5. LiDRS Online has the right to terminate the Agreement with the Client with immediate effect, and without being liable for this, by means of a notification to the Client, if:

7.5.1. Client has been declared bankrupt or has filed for bankruptcy;

7.5.2. Client is granted a (provisional) suspension of payments or requests suspension of payments itself;

7.5.3. Client is or is not deemed to be able to pay its fees or other debts when these are due and payable;

7.5.4. Client or End User violates any obligation under these Conditions;

7.5.5. Client or LiDRS Online terminates all (or almost all) business activities.

7.6. In the event of termination of the Agreement, regardless of the reason, the Client's right to use the LiDRS platform will immediately lapse and the Profiles of the Client and its End Users will no longer be accessible. Unless otherwise expressly provided in the Agreement or these Terms, Client is not entitled to any refund of Fees, pro rata or otherwise, and all outstanding Fees will become immediately due and payable on the termination date.

  1. LIABILITY AND INDEMNITY

8.1. The total liability of LiDRS Online as a result of a shortcoming or wrongful act attributable to LiDRS Online arising from or related to the LiDRS platform, or for any other reason, is limited to compensation for direct damage up to a maximum of the total Fees (excl. VAT) as received by LiDRS Online in the six (6) months prior to the occurrence of the damage. LiDRS Online's liability is furthermore limited in all circumstances to the amount that is actually paid out by the liability insurance as a result of the relevant claim.

8.2. LiDRS Online's liability for indirect damage or loss, including but not limited to consequential damage, lost profit, lost revenue, lost savings, reduced goodwill, damage due to business interruption or interruption, damage as a result of claims of End Users or third parties, damage related with materials or software from third parties is excluded. Also excluded from liability is damage due to mutilation, destruction or loss of data, or the (temporary) inaccessibility of the LiDRS platform as a result of maintenance.

8.3. The exclusions and limitations as described in articles 8.1 and 8.2 do not apply if and insofar as the damage or loss is the result of intent or deliberate recklessness on the part of the management of LiDRS Online.

8.4. LiDRS Online is not obliged to fulfill any obligation under the Agreement or these Terms and Conditions, if LiDRS Online is prevented from doing so as a result of a circumstance beyond its control (“force of the majority”). LiDRS Online is never liable for damage to the Client, an End User or a third party, which is the result of force majeure. Cases of 'force majeure' will in any case include: (i) war, fire, floods, riots and natural disasters, (ii) government measures, Brexit or boycotts, (iii) power failures, (iv) Internet failure or failures affecting computer networks or telecommunication facilities, (v) strikes, (vi) force majeure on the part of third parties engaged by LiDRS Online, and (vii) pandemics (eg COVID-19 or similar).

8.5. Unless fulfillment by LiDRS Online is permanently impossible, any liability of LiDRS Online due to an attributable shortcoming in the fulfillment of any obligation only arises if LiDRS Online is immediately declared in default in writing, with a reasonable term of at least fourteen (14) days. has been made to remedy the shortcoming. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that LiDRS Online is given the opportunity to respond adequately.

8.6. A condition for the creation of any right to compensation is always that the Client or the End User reports the damage in writing to LiDRS Online as soon as possible after it has arisen. Any claim for compensation against LiDRS Online lapses by the mere lapse of twelve (12) months after the occurrence of the damage.

8.7. Client will indemnify LiDRS Online from and against all claims, claims, damage, losses and costs (including legal (attorney) costs) of third parties arising from or in any way related to:

8.7.1. a violation by an End User within the organization of the Client of these Conditions;

8.7.2. improper use by an End User within the Client's organization of the LiDRS platform;

8.7.3. a violation by an End User within the organization of the Client of any law, regulations and / or rights of third parties.

  1. SUPPORT AND MAINTENANCE

9.1. LiDRS Online will use commercially reasonable efforts to have the LiDRS platform available 24 hours a day, 7 days a week, but makes no warranty of any kind.

9.2. Despite the fact that the LiDRS platform has been put together with great care, LiDRS Online does not guarantee that the LiDRS platform will work flawlessly and without defects. The LiDRS platform is offered 'AS IS' and 'AS AVAILABLE'. LiDRS Online may (temporarily) suspend or limit the use or availability of the LiDRS platform or a part thereof at any time, insofar as this is necessary for the performance of maintenance or the implementation of updates, upgrades or new releases of the LiDRS platform or functionalities. LiDRS Online makes every effort to inform the Client and End User in advance where possible. A (temporary) suspension or restriction of the LiDRS platform or part thereof never gives the Client any claim or any right to compensation or refund of Fee (s) against LiDRS Online.

9.3. LiDRS Online offers technical support for (End Users of) the Client at standard hourly rates. Unless otherwise agreed in writing, support support is only provided on working days (Mon-Fri), during office hours (09.00-17.00 CET). LiDRS Online can impose conditions on the qualifications and the number of End Users that qualify for support.

9.4. LiDRS Online will process properly substantiated support requests within a reasonable period of time. LiDRS Online does not guarantee the correctness, completeness or timeliness of responses or support offered. Unless otherwise agreed in writing, no response or recovery periods apply in the context of the support support provided.

9.5. LiDRS Online is not liable for loss or recovery of data caused by the Client or an End User as a result of unlawful and / or incorrect use of (functionalities within) the LiDRS platform. LiDRS Online can, at the request of the Client or at its own discretion, proceed to restore backups, whereby any data loss is limited to a maximum of 48 hours. LiDRS Online is never liable for data loss outside the backup time of 48 hours. Unless otherwise agreed in writing, LiDRS Online is not obliged to perform data conversion.

9.6. LiDRS Online strives to ensure that the maintenance of the LiDRS platform is error-free, but the compatibility of the LiDRS platform after an update or new release with applications, including hardware, software or systems of the Client or End User, dated before the relevant update or release.

9.7. The Client is aware that changes in the systems and / or infrastructure of the Client or third parties can lead to a reduced or missing availability of (functionalities within) the LiDRS platform.

  1. COMPLAINTS

10.1. Any complaints regarding the LiDRS platform can be submitted in writing or by email to LiDRS Online.

10.2. LiDRS Online will ensure proper handling of the complaint. LiDRS Online has the right to investigate any complaint in order to assess this complaint. LiDRS Online can consult the Client, the End User and / or any other parties involved for this purpose.

10.3. LiDRS Online will communicate the decision on the complaint as soon as possible. If, in the opinion of LiDRS Online, the complaint appears to be well-founded, LiDRS Online will try to find a solution together with the person submitting the complaint.

  1. PRIVACY

11.1. LiDRS Online processes the personal data made available to it of the Client and the End Users designated within its organization in accordance with the General Data Protection Regulation (AVG) and its Privacy Statement.

11.2. In the context of providing, maintaining, improving and optimizing the LiDRS platform in the broad sense of the word, LiDRS Online has access to personal data - within the meaning of the General Data Protection Regulation (“AVG“) - of the Client and End Users within the organization of the Client. If LiDRS Online processes such personal data on behalf of and under the instruction of the Client, LiDRS Online will qualify as the 'processor' and the Client as the 'controller', whereby a processor agreement, as provided by LiDRS Online, will be concluded between LiDRS Online and the Client.

11.3. In cases where LiDRS Online processes the personal data for itself and for its own purposes, LiDRS Online will qualify as an independent 'controller' and the LiDRS Online Privacy Statement applies to that data processing.

11.4. Client acknowledges and accepts that LiDRS Online collects and processes pseudonymised, aggregated data based on industry information, job information, Content preferences, feedback and experiences as a result of using the LiDRS platform.

  1. OTHER PROVISIONS

12.1. The Client is not authorized to transfer his / her rights and obligations under the Agreement and / or these Terms and Conditions to a third party, or to assign any rights arising therefrom, without the express and prior written consent of LiDRS Online. LiDRS Online is authorized to transfer (its rights and obligations under) the Agreement and these Terms and Conditions to a third party by notifying the Client thereof.

12.2. The Agreement together with these Terms and Conditions constitute the entire legal relationship between the Client and LiDRS Online with regard to the use of and access to the LiDRS platform and replace all previous oral or written agreements between the Client and LiDRS Online in that regard.

12.3. As a result of the Agreement or these Terms and Conditions, no collaboration, partnership, employment contract or agency relationship exists between LiDRS Online and the Client.

  1. APPLICABLE LAW AND CHOICE OF FORUM

13.1. These Terms and Conditions and all legal relationships between the Client (including End Users) and LiDRS Online are exclusively governed by Dutch law.

13.2. All disputes arising from and / or related to these Conditions and / or the Agreement will only be submitted to the competent court within the district of Noord-Holland, unless another court has (also) jurisdiction by virtue of mandatory legal provisions.