Terms of Service
These Terms of Service (hereinafter: TOS) line out the conditions under which the customer may use the Services of Your Research.
1.1 “Services”: all Services offered to Your Research to the customer through the Your Research app, web app, portal, support system and website.
1.2 “Error”: a substantial error whereby the Services do not meet the functional or technical specifications and which makes it reasonably impossible to use the Services. Errors must always be reproducible.
1.3 “User”: the natural person who has access to the Services by means of a username and password.
1.4 “Agreement”: the quotation signed by the customer, including the latest version of this TOS.
1.5 “Update”: technical improvements and the fixing of Errors within the modules that the customer has purchased.
2. Use of the Services
2.1 Your Research grants its customer a non-transferable right to use the Services offered by Your Research to conduct or participate in medical research. The right of use is limited to the number of modules and licenses agreed in the quotation signed by the customer.
2.2 The customer is responsible for the correct use of the Services by the Users. It is not permitted to use the Services for actions that are in violation of applicable Dutch laws and regulations. Furthermore, it is not permitted to use the Services in such a way that other Users experience nuisance or damage the systems and the network of Your Research in any way.
2.3 If at any time Your Research determines that the customer or its Users are violating the TOS, a warning will follow. If the violation is not subsequently terminated or if there is an urgent situation, Your Research has the right to intervene and terminate the violation. Your Research can recover the damage as a result of violations of these TOS from the customer.
2.4 Your Research has provided all Services with logging functionality that analyzes the use of the Services and compliance with the TOS.
3. Availability & Updates
3.1 Your Research will make every effort to ensure that the Services are available as much as possible and without Errors, but cannot guarantee interrupted availability or Error-freeness. Any Errors will be traced and repaired as much as possible, but Your Research cannot guarantee that all Errors will be corrected.
3.2 Regular maintenance and Updates to the Services will take place continuously. If this is expected to lead to a limitation of availability, Your Research will do this outside office hours as much as possible. If possible, the customer will be informed about this in advance. In urgent situations, maintenance can also be carried out during office hours and without prior notification.
3.3 Your Research periodically makes backups for the purpose of securing the data. The backup frequency for transaction logs is every 5-10 minutes, for differential backups every 12-24 hours and for full backups every week. These backups are kept for six months and are available upon request. Older data is only available if the customer and Your Research have made explicit and written agreements about this.
4. Intellectual Property
4.1 All intellectual property rights with regard to the Services and information made available by Your Research within the Services are vested in Your Research and may not be used in any way other than within the framework of this TOS without written permission from Your Research.
4.2 All data that is stored and used by the customer and its Users via the Services of Your Research remains the property of the customer or the Users. Your Research does have a right of use to use this data to improve its Services.
4.3 Your Research has the right to mention the name and logo of the customer on its website and in other marketing materials.
4.4 Subject to limitation of liability, Your Research indemnifies the customer against claims from third parties that the use of the Services would infringe the intellectual property rights of that third party. This indemnification only applies if the customer immediately notifies Your Research of the claim; leaves the handling of the claim entirely to Your Research and fully cooperates with Your Research to defend itself against the claim. This indemnification does not apply if the claim results from using the Services in a manner inconsistent with the TOS or when the customer or a third party has made changes to the Services. In the event of a claim, Your Research has the right, in its sole discretion, to ensure that the customer can continue to use the Services, whether or not in an amended form, or use a replacement service.
5. Prices and payment
5.1 The fee for the use of the Services depends on the number of modules and the license model. The license model and the prices that apply at the conclusion of the Agreement are included in the quotation signed by the customer. The way of invoicing is recorded in the quotation signed by the customer.
5.2 The payment term for invoices is 14 days after the invoice date. Objections to invoices must be known to Your Research within 10 days after the invoice date. After that, an invoice is considered accepted.
5.3 The payment term is a strict deadline: upon expiry of the payment term, the customer is in default without further notice of default and the customer owes the statutory commercial interest. The customer will then also owe collection costs. These collection costs amount to 15% of the outstanding invoice amount, with a minimum of € 250.00. If a customer fails to pay the user fee for 14 days, Your Research has the right to suspend the availability of the Services upon prior notice without breach of this Agreement until the customer fulfills all of its payment obligations. has satisfied.
5.4 Your Research has the right to increase prices annually by a percentage equal to the inflation percentage as determined by the Central Bureau of Statistics (CBS). Customers will be informed about this when the increase takes effect.
6.1 The total liability of Your Research for damage is limited to the invoice amount that the customer has paid to Your Research six months prior to the damage-causing event.
6.2 Your Research is only liable for direct damage. Indirect damage and damage resulting from a violation of the TOS by the Users or force majeure are excluded. The Client indemnifies Your Research against claims from third parties that are the result of a violation of TOS.
6.3 Your Research Services are not intended to replace medical advice and only to support the customer and the Users. The responsibility for the correctness of the information offered to Users, the organization of processes and the research results therefore never rests with Your Research.
6.4 The right to compensation lapses if damage is not reported to Your Research within two months after discovery. Contrary to the statutory limitation period, the limitation period of all claims and defenses against Your Research is one year.
7. Confidentiality & privacy
7.1 During the term of the TOS, both parties will observe secrecy with regard to all information received from each other and of which it can reasonably be assumed to be confidential. In addition, the Confidential Information may only be used to perform this Agreement. This obligation does not cover confidential information that is already public or must be provided to a third party under a legal obligation.
7.2 Insofar as Your Research can be regarded as a processor within the meaning of the GDPR by making the Services available, the following provisions apply:
- a. Your Research will only process personal data for the implementation of this TOS and with due observance of the applicable privacy legislation;
- b. Your Research will only involve sub-processors if this is necessary for the implementation of this TOS and will not transfer personal data to countries outside the scope of the GDPR;
- c. Your Research has taken appropriate technical and organizational security measures to protect the personal data, including certification in accordance with ISO 27001 and NEN 7510. Your Research makes every effort to remain certified during the term of the Agreement;
- d. Where possible, Your Research will cooperate in facilitating requests from data subjects in connection with their rights under the GDPR, but may charge reasonable costs for this to the customer.
- e. The customer will indemnify Your Research against all third-party claims brought against Your Research with regard to a violation of applicable privacy legislation attributable to the customer.
8. Term & cancellation
8.1 Unless otherwise agreed in writing in the quotation signed by the customer, the Agreement takes effect after signature of the customer and has a term of one year. The Agreement will then be tacitly renewed for the same period unless the customer has canceled the Agreement in writing, subject to a notice period of two months.
8.2 When a customer purchases additional licenses during the term of the Agreement, the term of these additional licenses will be aligned with the term of the original licenses so that there is always one term for the entire Agreement.
8.3 Both parties can terminate the Agreement with immediate effect if:
- a. The other party still fails to fulfill obligations under the Agreement after a written notice of default with a reasonable period of performance;
- b. The other party is declared bankrupt or applies for a suspension of payments;
- c. If there is a force majeure situation that lasts longer than three months and this justifies termination.
8.4 After canceling the Agreement, the customer has the option of exporting all data for another month. After that, access to the Services will be closed and all data will be deleted and destroyed.
8.5 In the event of termination of the Agreement and/or expiry, for whatever reason, all work in progress and outstanding invoices will become immediately payable and due by Customer, and any and all fees paid by Customer under this Agreement will by no means be refunded or otherwise be undone.
9.1 Changes to the Agreement or attachments are possible, provided this is done in writing. A new Agreement or attachment always prevails over an older version. In the event of a conflict between the quotation signed by the customer and the TOS, the signed quotation will prevail.
9.2 Any invalidity of provisions from this Agreement will not affect the validity of the rest of the Agreement. The parties will then enter into consultation and determine the new provisions that do as much justice as possible to the intention of the original provisions.
9.3 Both parties have the right to transfer the Agreement to a third party in the context of a transfer of the company, provided the other party is informed of this.
9.4 A force majeure situation will not result in a breach of this Agreement if the party invoking it has taken all reasonable measures to still fulfill its obligations and the force majeure situation is not the result of the party taking reasonable precautions to prevent the force majeure situation has not taken. The party invoking force majeure will inform the other party about this as soon as possible.
10. Governing Law
10.1 This Agreement is governed by Dutch law.
10.2 When a dispute arises, the parties will first seek a possible solution together. If that does not work, the dispute will be submitted to the competent court of the Central Netherlands District Court.