Terms and Conditions

  1. Article 1 – Definitions
    The terms indicated with a capital letter in these General Terms and Conditions have the following definitions:

    1. General Terms and Conditions: these General Terms and Conditions of Minddistrict B.V. as they read now or at any other time.
    2. Products and Services of Minddistrict B.V.: the Products and Services to be exploited by Minddistrict B.V. (hereinafter referred to as ‘Minddistrict’), including, inter alia, the Online therapy room, software, hardware and supporting Products and Services.
      the Customer: the natural person or legal entity with whom the agreement for the delivery of Products and Services of Minddistrict is concluded.
    3. Agreement: any mutual acceptance, confirmed in writing or by e-mail of a delivery of one or more Products or Services of Minddistrict.
    4. Online therapy room: the Online therapy room offered by Minddistrict.
    5. Content: treatment programs, self-care programs, education, tips, FAQs and other tools included in the Online therapy room.
    6. Catalogue: specific Content belonging to the Online therapy room.
    7. PatientData: personal data obtained through the use of the Online therapy room and Catalogue.
  1. Article 2 – Applicability
    1. These terms and conditions apply to all offers, quotes and agreements between Minddistrict and the Customerif and insofar as not expressly agreed otherwise by the parties.
    2. The applicability of any purchasing or other conditions of the Customeris expressly rejected.
    3. In the event that one or more provisions of these General Terms and Conditions or of an agreement entered into by the parties become(s) null and void, the other provisions remain fully in force.
    4. Any derogation from these General Terms and Conditions only applies if expressly agreed to in writing.
  1. Article 3 – Quotes and Agreement
    1. Quotes and offers from Minddistrict are non-binding and valid for 30 days unless otherwise indicated by Minddistrict.
    2. The prices stated in quotes and offers are excluding VAT and other government duties.
    3. Rights and obligations arising from agreements entered into between the parties are non-transferable.
  1. Article 4 – Price and payment conditions
    1. For the duration of the period of validity stated in the quote, the prices for the products and/or services offered shall not be increased, except in cases of changes in VAT rates and/or changes pursuant to the law.
    2. Services provided are invoiced monthly, unless otherwise agreed.
    3. Consultancy work will be charged in units of 4 hours unless otherwise agreed. Half of the journey time on behalf of the Client, as well as the travel costs (from Amsterdam) will be invoiced in accordance with the applicable list of Minddistrict prices.
    4. Payment must be made within 30 days from the date of the invoice in the manner stated by Minddistrict and in the currency stated on the invoice unless otherwise agreed in writing. Objections to the amount of an invoice do not suspend the payment obligation.
    5. The Customer is not permitted to offset payments unless it has received written consent from Minddistrict.
    6. After the due date of the invoice, the Customer shall be in default ipso jure. Minddistrict has the right to suspend its work and deliveries until the Customer has fulfilled its (payment) obligations including the statutory interest for commercial transactions and (extra)judicial costs.
    7. The prices for the services and/or goods already purchased by the Customer shall be indexed every year on 1 January using the CPI, by a maximum of 2%. For services and/or goods not yet purchased, the prices applicable at the time shall apply.
  1. Article 5 – Performance of the agreement
    1. Minddistrict shall fulfil the agreement to the best of its ability and in accordance with the rules of good workmanship.
    2. Notwithstanding the fact that Minddistrict fulfils to the best of its ability work including consultation, Content development on behalf of the Customer or similar work in accordance with the rules of good workmanship, Minddistrict cannot give any guarantees as to the results thereof. The work performed by Minddistrict has the nature of a commitment.
    3. The Customer shall ensure that all data, which Minddistrict could reasonably be expected to need for the proper performance of the agreement, is provided to Minddistrict in a timely manner. The Customer is responsible for the accuracy and soundness of this data.
    4. If a deadline has been agreed for the completion of certain tasks, such a deadline shall under no circumstances be deemed irrevocable. Upon exceeding an agreed deadline, the defaulting party must be sent a written notice of default.
    5. Parties acknowledge that the time schedule for the performance of the agreement is influenced if parties decide in the interim to change approach, working methods or the nature of the performance of the agreement. Changes can lead to extra work.
    6. If the agreement is to be fulfilled in stages, Minddistrict may suspend the fulfilment of those elements that belong to another stage until such time as the Customer has approved the results of the previous stage in writing;
    7. The Customer is responsible for having suitable devices available for the duration of the agreement with a recent (version of a) browser and a high-speed Internet connection. The necessary technical specifications are available on request from Minddistrict.
    8. The Customer shall use the Online therapy room exclusively in the manner provided for by Minddistrict and shall not make improper use thereof or damage it any way.
    9. In the event of force majeure, including industrial action, the performance of this agreement shall be suspended. In the event of force majeure lasting for longer than 90 days, either party has the right to cancel the agreement without mutually incurring an obligation to pay compensation.
  1. Article 6 – Termination of the agreement
    1. At any time both parties are allowed to terminate the contract at the first of each month.
    2. Either party can end an agreement concluded for a specific term during the agreement’s term without owing compensation to the other party, only if:
      – the other party shows serious failings in complying with its obligations and fails to remedy such failings 60 days after a written notice of default;
      – the other party can no longer freely have access to its assets.
      In case of termination during the agreement’s term, any accounts receivable by Minddistrict shall be payable immediately.
    3. Termination of the agreement shall automatically lead to the termination of any sub-licences granted (pursuant to Article 7).
  1. Article 7 – Licences
    1. If the Agreement includes access to the Online therapy room, this Article also applies.
    2. Minddistrict grants to the Customer over the term of the agreement a non-exclusive and non-transferable licence, limited to the Netherlands, for access to the Online therapy room, the use of the Catalogue and any other services agreed to.
    3. Unless otherwise agreed to in writing, this licence is non-transferable and the Customer is not permitted to make the licence public, or to sell, rent, assign, transfer or pledge it as surety. The licence does not include the right to grant sublicences. Insofar as Minddistrict provides express permission to grant sublicences, the provisions of the agreement shall also apply to subCustomers.
    4. The Customer has the right to develop Content for the Catalogue itself, or to ask Minddistrict to develop specific Content on behalf of the Customer once the parties have entered into an additional CMS (Content Management System) licence agreement for that purpose. Minddistrict distributes this Content on the basis of the rates that apply at the time, unless otherwise agreed in writing. For the distribution of Content, a standard allocation formula is used of 60% for the Customer and 40% for Minddistrict of the Content invoiced to third parties unless otherwise agreed in writing.
    5. If the parties have agreed a budget for the development of Content, the following provisions apply:
      – The remuneration for the development of the Catalogue consists of a budget for hours spent writing it;
      – The agenda for the Content to be developed shall be established at least 30 days before the start of the new quarter.
      – Time estimates for the development of specific Content must be requested at least 2 months prior to the start of the new quarter;
      – A maximum of 25% of the hours that remain unused shall be rolled over to the balance for the following quarter;
      – Travel time is charged to the Customer at 50%.
    6. The Customer shall take sufficient measures to prevent unauthorised use of the Online therapy room and/or the Catalogue. Should unauthorised use nevertheless occur, the Customer shall immediately put a stop to the unauthorised use, if necessary with the assistance of Minddistrict.
  1. Article 8 – Intellectual property
    1. Any intellectual property rights pertaining to the Online therapy room, Catalogue and the Content are and remain at all times the property of Minddistrict with the exception of Content with intellectual property rights belonging to a third party.
    2. Customer data and any intellectual property rights pertaining thereto are the property of the Customer as well as any Content developed by the Customer unless otherwise agreed in writing.
    3. As soon as a party is made aware of a breach of the intellectual property rights of the other party pursuant to the foregoing paragraphs and articles and within the scope of the agreement, this party must notify the other party thereof immediately and lend all assistance necessary to enable the other party to exercise its rights thereon including participating in legal proceedings at the cost and expense of the other party. Any assistance shall proceed in good consultation and insofar as it can be required of the party concerned.
  1. Article 9 – Retention of title
    1. Any goods delivered by Minddistrict, including computer hardware, remain the property of Minddistrict until the Customer has complied with all its (payment) obligations. The Customer grants Minddistrict unconditional and irrevocable permission to enter the premises in which the property of Minddistrict is held in order to recuperate the same.
    2. The Customer is not permitted to sell, pledge or otherwise encumber goods covered by the retention of title. In the event that any third party seizes the goods subject to retention of title or (attempts to) establish or exercise rights thereto, the Customer must inform Minddistrict thereof immediately.
    3. The Customer is obliged to have sufficient insurance coverage and retain sufficient coverage for the goods delivered that are subject to retention of title.
  1. Article 10 – Liability
    1. Any complaints as to the performance of the agreement must be submitted within 7 days of identification thereof, and in any case within 4 weeks of delivery of goods or services, in writing and clearly and fully described to Minddistrict, after which Minddistrict shall attempt to reach a solution with the Customer as quickly as possible.
    2. Minddistrict is not liable for damage incurred resulting from Minddistrict receiving inaccurate or incomplete information from the Customer.
    3. The Customer indemnifies Minddistrict against any claims and/or damage of third parties, including of patients of the Customer who suffer damage in relation to the performance of the Agreement which is attributable to the Customer.
    4. The parties mutually declare that they comply with the obligations arising from the Data Protection Act.
    5. The Parties are only mutually liable for damage which is directly resulting from shortcomings in compliance with the agreement by the party in question, if and insofar as the damage could have been avoided with normal professional knowledge and experience and taking into account normal precautions and a normal manner of conducting business.
    6. Insofar as one of the parties is liable for direct damage vis-à-vis the other party, this is limited to the amount that the insurer of the party causing the damage pays out in such a case. Direct damage shall exclusively be understood to mean:
      – reasonable costs to establish the cause and nature of the damage;
      – reasonable costs incurred in having the party to the agreement liable for the damage answer for the poor performance;
      – reasonable costs incurred for preventing and/or mitigating the damage.
    7. No party shall be liable for indirect damage to the other party, including consequential damage, loss of profits, loss of savings and damage resulting from an interruption of business.
  1. Article 11 – Confidential information and non-disclosure
    1. All information exchanged by the parties in any form whatsoever shall be considered confidential information. Confidential information shall, inter alia, include knowhow, business information, scientific information, technical information and Customer Data.
    2. Confidential information does not include information which the receiving party can demonstrate was already known by the receiving party, has been independently developed by its staff or by third parties with no access to the confidential information, or has been lawfully provided to the receiving party by a third party.
    3. Confidential information shall remain so for an indefinite period. Parties shall mutually refrain from disclosing or disseminating it without written consent from the party providing the information. Confidential information shall be exclusively provided to those who need to know it for proper the performance of the agreement and these persons shall also be informed of the confidential nature of the information.
    4. Providing confidential information is only permitted if the law or a competent court so requires.
  1. Article 12 – Applicable law and disputes
    1. Dutch law shall apply to any legal proceedings between parties.
    2. Any disputes shall be exclusively brought before the competent court in Amsterdam.

Service Level Agreement

  1. Access rights
    1. 1.1. Minddistrict or any sister company on behalf of Minddistrict (in this SLA consistently
      referred to as “Minddistrict”) houses and hosts the Online therapy room and the Catalogue at an
      ISO/IEC 27000 certified data centre.
    2. 1.2. Minddistrict will deliver the Online therapy room and the Catalogue as an online service (SaaS).
    3. 1.3. The online therapy room is available on the last and latest versions of the following browsers; internet explorer, firefox, google chrome and safari.
    4. 1.4. Minddistrict will provide Customer access to the Online therapy room and the Catalogue and to the data generated by means of the use of the Online therapy room and the Catalogue.
    5. 1.5. The availability rate of the Online therapy room, Catalogue and data referred to above in Article 1.3 amounts to 99,8 %.
    6. 1.6. When providing access to the Online therapy room and the Catalogue, Minddistrict will observe all
      requirements laid down in the Dutch Data Protection Act (Wet Bescherming
      Persoonsgegevens) and ISO/IEC 27000.
  2. Storage of data
    1. 2.1. Minddistrict will keep full, clear and accurate records regarding the Patients of Customer
      using the Online therapy room and the Catalogue and it will store the Patient Data during fifteen (15) years after their date of creation.
    2. 2.2. Twelve (12) months after the termination of the treatment of a Patient, Minddistrict can
      store the Patient Data off-line. Upon request of such Patient, to be communicated to
      Minddistrict via Customer, Minddistrict can keep the Patient Data online for longer than during twelve months after termination of a particular treatment.
    3. 2.3. When storing any Patient Data, Minddistrict will observe all requirements laid down in the
      Dutch Data Protection Act (Wet Bescherming Persoonsgegevens) and ISO/IEC
      27000.
  3. Back-up and recovery services
    1. 3.1. Minddistrict will perform the following back-up procedures:
      – Back-up of Customer databases within the data centre every hour;
      – Back-up of Customer databases to another geographical location every night;
      – Back-up of Customer databases on an encrypted disk in a safe every month.
    2. 3.2. After a server breakdown Minddistrict will recover all applications running on said server
      within 4 hours with a maximum data loss of 1 day.
  4. Online therapy room control
    1. 4.1. Minddistrict monitors the Online therapy room and the Catalogue from different locations on a continuous basis. Minddistrict executes a 24×7 engineer availability service so that
      always at least one engineer is available to respond to any problems.
    2. 4.2. Furthermore, every month, Minddistrict will check for the availability of new patches to be
      applied to the Online therapy room and/or the Catalogue. In case any such new patches are
      available, Minddistrict will test and install these in a structured way, so that the use of the
      Online therapy room and Catalogue by Customer shall not be disproportionally disturbed.
    3. 4.3. If any of the activities referred to above in Article 4.1 and/or 4.2 is likely to cause any
      interruption of the Online therapy room and/or the Catalogue, Minddistrict will notify Customer in due time, but no later than one working day in advance.
  5. New releases
    1. 5.1. Minddistrict decides on the scope of New Releases in its (bi)weekly Change Advisory
      Board, which is an internal meeting of business owners focusing on Catalogue
      development. Customer can submit requests for change at Minddistrict via the e-mail
      address mentioned below in Article 6.3.
    2. 5.2. Minddistrict will strive for the development and implementation of twelve (12) New Releases of the Online therapy room and the Catalogue per year.
    3. 5.3. Minddistrict will inform Customer on New Releases via release notes within two (2) weeks after launch of such New Releases.
    4. 5.4. If the implementation of New Released is likely to cause any interruption of the functionality of the Online therapy room and/or the Catalogue, Minddistrict will notify Customer in due time, but no later than one working day in advance.
  6. Service desk
    1. 6.1. Minddistrict shall operate a service desk for the administration and processing of
      questions, incidents and requests for change received from Customer.
    2. 6.2. In case the service desk is not able to process questions, incidents and requests for
      change referred to in Article 6.1, Minddistrict will offer a second line and third line
      helpdesk.
    3. 6.3. The service desk referred to above in Article 6.1 will be available on working days
      between 9 am and 5 pm. This service desk can be contacted via phone (020-8202305), e-mail (service@minddistrict.nl) or web form (www.minddistrict.nl).
    4. 6.4. Only authorised persons at the Customer organisation can report to the service desk.
    5. 6.5. When reporting incidents to the service desk, Minddistrict will make a distinction
      between incidents. Minddistrict makes it best endeavours to process these incidents as
      follows:
      – Blocker: more than 50% of the users in the Customer organisation cannot use
      the Online therapy room and Catalogue; reaction time is less than four (4) hours after
      reporting; reaction time is the time to propose a solution to the problem;
      – Critical: more than 50% of the users is inconvenienced using the Online therapy room and
      Catalogue; reaction time is less than eight (8) hours after reporting;
      – Major: use of the Online therapy room and Catalogue is disrupted for at least one user;
      reaction time is less than sixteen (16) hours after reporting;
      – Minor: all other incidents; reaction time is less than five (5) working days after
      reporting.
    6. 6.6. The Minddistrict service desk provides a report of service desk calls made by Customer upon request and at no cost.
  7. Specific Online therapy room functionality
    1. 7.1. Minddistrict can develop specific Online therapy room and Catalogue functionality upon request by Customer. Minddistrict will only develop such functionality, if it fits the generic Online therapy room and Catalogue architecture laid down by Minddistrict.
    2. 7.2. Minddistrict will provide a proposal containing specifications and costs. Customer will approve the proposal before Minddistrict will initiate any development activities.
  8. Escrow Agreement
    1. 8.1. Upon request of Customer, Minddistrict shall deposit the source code of any software
      vital to the operation of the Online therapy room and the Catalogue and the Customer user data
      with an escrow agent, based on an escrow agreement.
    2. 8.2. The costs of an escrow agreement referred to above in Article 8.1 are euro 550,- per
      month (VAT excluded) and will be for the expense of Customer.
  9. Management services
    1. 9.1. Upon request of Customer, Minddistrict can deliver such services as consultancy, project
      management, project support, intervention development, research, intervisions and
      trainings.
    2. 9.2. Minddistrict will provide a proposal containing specifications and costs. Customer will
      approve the proposal before the activities start.
    3. 9.3. Patient accounts that are stored off-line can be put online again. The costs are pound
      £14,- per account.