Rmoni's legal documents
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Legal documents for Rmoni customers

Terms and Conditions / SaaS agreement

Rmoni and the Customer may hereinafter jointly be referred to as the ‘Parties’ and each individually as a ‘Party’.

Whereas:

(A) Rmoni has developed cloud-based digital quality management solutions for the registration, real-time remote monitoring and reporting of crucial control parameters (hereinafter: the ‘Platform’). The Platform can be used via desktop and mobile apps. The Platform can be connected to specific hardware (the ‘Hardware’), including sensors, routers, gateways and thermometers which are also supplied via Rmoni (or a reseller of Rmoni);

(B) This Customer is interested in obtaining access to and using the Platform to operate Customer’s business or institution as further detailed in this Agreement and its Annexes, and Rmoni is willing to provide the Platform and agreed ancillary services under the terms and conditions set forth herein.

The Parties agree as follows:

1. Definitions and Interpretation

Affiliate means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. In the event that Customer is a franchisor, the Customer’s franchisees shall be deemed ‘Affiliates for the purpose of this Agreement.

Annex means a written document attached to this Agreement upon execution or executed separately at a later date by Rmoni and Customer.

Customer Content means all data and materials provided by Customer to Rmoni for use in connection with the Platform, including, without limitation, customer applications, data files, and graphics. ‘Data provided to Rmoni’ in this regard means data submitted to and stored within the Platform by Customer and its users in connection with Customer’s use of the Platform (and includes any such data held in Rmoni’s backups if any).

Data Protection Agreement (DPA) means the agreement described in article 8 which, if necessary to conclude, will be added to this Agreement as Annex 3 to this Agreement.

Documentation means any manuals, instructions or other documents or materials that Rmoni provides or makes available to Customer on the support website found at https://support.rmoni.com and which describe the functionality, components, features or requirements of the Platform, including any aspect of their installation, configuration, integration, operation, use, or support.

Fees means the fees set out in the applicable Order.

Harmful Code means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner (i) the function of any computer, software, firmware, hardware, system or network or (ii) the security, integrity, confidentiality or use of any data, or (b) prevent Customer from accessing or using the Services as intended by this Agreement.

Intellectual Property Rights means any existing and future registered and unregistered rights granted, applied for or otherwise in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Order means the ordering document(s) under which Customer subscribes to the Platform and/or additional Services governed by this Agreement. The first Order form concluded between the Parties is drawn up and concluded via Hubspot included on the first pages of this Agreement. Additional ordering documents concluded after the effective date of this Agreement are added to this Agreement as Annex 1

Permitted Use means any use of the Services and Platform, by Customer in accordance with this Agreement and the Documentation, for the benefit of Customer solely in or for Customer’s internal business operations.

Platform means the cloud-based solution for digital quality management developed by Rmoni which is made available to Customer under the terms and conditions of this Agreement.

Services means any and all services rendered by Rmoni for the Customer, including the provision of the Platform and any additional services the Parties may agree on from time to time.

Service Level Agreement (SLA) means the service level agreement attached to this Agreement as Annex 2 as applicable to the Services.

Term means the entire duration of this Agreement, including (possible) renewals, as further specified in Article 9 of this Agreement.

1.1 The Order(s) and Annexes to this Agreement form an integral part of this Agreement. In the event of any inconsistency between the Annexes and the terms of this Agreement, the following order of precedence shall apply:

(1) the applicable Order(s)

(2) the body of this Agreement;

(3) Service Level Agreement (SLA) (Annex 2);

(4) If concluded: the Data Processing Agreement (Annex 3).

whereby the document ranked higher, shall prevail over any document ranked lower.

2. Platform and Services

2.1 The Customer herewith appoints Rmoni to provide the Services, which appointment is herewith accepted by Rmoni under the terms and conditions of this Agreement. As applicable in accordance with the Order, the Services shall consist of:

(a) Providing the Customer with access to the Platform;

(b) implementation, set-up, calibration, installation, configuration, training, validation services;

(c) the Support Services – indicated in the SLA;

2.2 Rmoni may make changes to the Services from time to time, provided that such changes do not materially degrade the performance of or functionality of the Services. In the event of a change which may reasonably be deemed material (to be determined by Rmoni in its sole discretion), Rmoni will notify the Customer in advance of such change, except in the event that prior notification (for instance in the event of security related changes) cannot be given. The Parties may have deviated from this Article in the SLA, in which case the SLA shall prevail in this respect.

2.3 If and to the extend Rmoni has agreed to such connection being made in writing, the Customer’s use of any third party hardware (including sensors), applications, services, or products, licensed to the Customer to use in connection with the Services, and any exchange or other transfer of any information between the Customer and any third-party provider, is solely between the Customer and the applicable third party provider. Rmoni assumes no liability for the Customer’s use of any third party hardware, applications, services or products.

3. Rights to use and restrictions

3.1 Customer has the right, during the Term, to access and use the Services specified in the applicable Order for the purposes detailed in this Agreement. These rights are non-exclusive, non-transferable, and limited by and subject to the terms and conditions set forth in this Agreement. Customer shall only have the rights expressly granted to Customer in this Agreement.

3.2 The Customer guarantees that the use and/or processing of Customer Content does not, and will not, (i) infringe upon any third party’s rights or any legal obligations imposed on it; (ii) violate any applicable laws. The Customer indemnifies Rmoni against any claims by a third party instituted, for whatever reason, in connection with the Customer Content.

3.3 Customer shall be solely responsible for the acts and omissions of its users. Rmoni shall not be liable for any loss of data or functionality caused (in)directly by the (in)action(s) (of) the Customer’s users.

3.4 Customer may make the Services and Documentation available to users of its Affiliates, provided that:

(a) Customer is responsible for the Fees and all acts and omissions of its Affiliates (and their users);

(b) Customer is liable for ensuring that its Affiliates (and their users) comply with the terms of this Agreement;

(c) Customer shall ensure that any rights or remedies arising in connection with this Agreement will be actionable against Rmoni solely by the Customer, and not by an Affiliate except that Customer will be entitled to treat losses of Affiliates as if they are losses of Customer.

4. Restrictions

4.1 The Customer shall not use the Services in such a way that:

(a) is prohibited by law;

(b) in any way violates the rights of others;

(c) tries to gain unauthorized access to, or disrupt, the Services or any other service, device, data, account, or network;

(d) distributes Harmful Code or any form of spam;

(e) could harm the Services, Rmoni, or others, or otherwise impair the Service or anyone else’s use of it.

4.2 The Customer may not:

(a) resell or redistribute the Services;

(b) access the Services in order to build a competitive product or service;

(c) reverse engineer or otherwise attempt to derive the source code of the Software used to provide the Services (except to the extent permitted by law without possibility of contractual waiver);

(d) perform significant load or security testing;

(e) (permit anyone to) copy or republish the Service;

(f) make the Services available to any other person than users within the company of the Customer or its Affiliates (employees and freelancers);

(g) modify or create derivative works based upon the Services or Documentation;

(h) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Services or in the Documentation.

4.3 Without limiting any of Rmoni‘s other rights under this Agreement, an actual or suspected violation of the terms in Article 4.1 and/or 4.2 may result in suspension of the use of the Services. Rmoni will suspend the use of the Services only to the extent and for the time period reasonably necessary to address said violation. Unless Rmoni believes an immediate suspension is required, Rmoni will provide reasonable notice before suspending the use of the Services. Rmoni may seek all reasonable legal remedies available to it if a violation of Article 4.1 and/or 4.2 occurs. Rmoni shall not be liable to Customer or any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Services.

5. Fees, Billing, and Payments

5.1 The Platform is provided on a subscription basis for which payments are made in advance of each subscription term. Fees for the use of the Platform (subscription or license fees) are described in the Order. Fees for other Services (including but not limited to installation, implementation, support, training) are charged separately and where calculated in advance, described in the Order. Usage of SMS/Voicecalls are being invoiced at the end of each quarter together with the subscription fees.

5.2 At the start of each subscription term, Rmoni shall invoice and Customer shall pay Rmoni the subscription Fees as set out in the applicable Order in accordance with this Article 5. Fees shall be paid in euros except if indicated otherwise in the Order.

5.3 In the event that the Customer increases the number of sensors and/or locations during a running subscription term, Rmoni shall invoice the additional Fees pro rata for the remainder of the then current subscription term.

5.4 All Fees are exclusive of VAT (if applicable) or any other locally applicable equivalent sales taxes, which are payable by Customer at the rate and in the manner from time to time prescribed by law. Customer is responsible for paying all taxes associated with the use of the Services hereunder. If Rmoni has the legal obligation to pay or collect taxes for which Customer is responsible under this section, Rmoni will invoice Customer and Customer will pay that amount to Rmoni.

5.5 Customer will pay each undisputed invoice within thirty (30) days of receiving it. All orders, including all payment obligations thereunder, are non-cancellable and all payments made are non-refundable.

5.6 Customer will notify Rmoni within thirty (30) days after receipt of the invoice if it considers (part of) the invoice to be incorrect. The notification will include an explanation of the reasons why Customer disputes the applicable invoice. If Customer disputes an invoice in good faith, it may withhold payment for the disputed sum. If the dispute relates to part of an invoice, Customer will pay the undisputed sum in accordance with this Article 5. Parties agree to discuss any such dispute in good faith within 10 (ten) days of Rmoni’s receipt of such notification.

5.7 If Customer fails to pay an undisputed invoice by the relevant due date and this failure continues for 14 (fourteen) days following written notice by Rmoni of the overdue amount, then:

(i) Rmoni may suspend performance of the Services until all past due amounts have been paid, without incurring any liability to Rmoni for claims, or expenses arising out of such suspension of the Services resulting from non-payment;

(ii) Rmoni may charge the commercial trade interest on the overdue amount without a reminder or notice of default being required;

(iii) interest will accrue on a daily basis from the due date until actual payment in full.

This article 5.6 does not limit the other rights and remedies attributed to Rmoni in this Agreement or under the applicable laws.

5.8 All (undisputed) amounts payable to Rmoni under this Agreement will be paid by Customer to Rmoni in full and without any setoff, deduction or withholding.

5.9 Rmoni is entitled to make changes to the Fees from time to time. Per 1 January of each calendar year, Rmoni shall have the right to increase its Fees in accordance with the ‘Services Price Index’ (in Dutch: DPI) as published by the CBS in the Netherlands) + a maximum of 2%. . In the event that Rmoni wishes to increase its Fees higher than 2% above the indexation rate, Rmoni shall notify the Customer thereof at least three (3) months in advance. During this notice period, the Customer shall have the right to decide whether it wishes to continue the Agreement under the new Fees. If Customer does not want to accept the new Fees, the Customer may terminate this Agreement effective per the date on which the new Fees become applicable. In the event that the Parties have expressly agreed to fixed Fees in writing for a period longer than one calendar year, this Article shall not apply until the first renewal of the Agreement (if any), in which case the Fees may be adjusted as per the first day of the renewal.

5.10 Customer is responsible for providing complete and accurate billing and contact information to Rmoni and notifying Rmoni of any changes to such information.

6. Intellectual Property

6.1 Each Party will retain ownership of all its Intellectual Property Rights.

6.2 The Agreement does not result in any transfer of Intellectual Property Rights between Parties. Rmoni reserves all right, title, and interest in and to the Services and Documentation, including all Intellectual Property Rights therein. Customer has no right, license, or authorization with respect to any of the Services or Documentation (including updates or modifications thereto), except as expressly set forth in this Agreement.

6.2.1 All Intellectual Property Rights and other ownership rights in the Customer Content shall be retained by the Customer (or its licensors). Regardless, Customer agrees that (at no additional costs):

(a) Rmoni is entitled to use Customer’s trade name and trademarks for marketing purposes only;

(b) Rmoni is entitled to use Customer Content processed through the Services anonymously for data analytics purposes, for instance in order to improve the performance and the constituent modules of the (SaaS-) Services.

7. Confidentiality and Security

7.1 Each Party (or one of its Affiliates) (the ‘Disclosing Party’) may disclose or make available Confidential Information to the other Party (or one of its Affiliates) (the ‘Receiving Party’). ‘Confidential Information’ means information in any form or medium (whether oral, written, electronic or other) disclosed, or made available, by a Party, or on behalf of a Party, to the other Party that is identified as confidential at time of disclosure or is disclosed, or made available, under circumstances that would reasonably indicate confidential treatment, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, (a) all Customer Content is and will remain the Confidential Information of Customer, (b) the Services and Documentation are and will remain the Confidential Information of Rmoni and (c) the terms and existence of this Agreement are Confidential Information of each Party with respect to the other.

7.2 Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records that:

(a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;

(b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives non-compliance with this Agreement;

(c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality;

(d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.3 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Article 7.4, not disclose or permit access to Confidential Information other than to those of its employees who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Article 7; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Article 7;

(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care: (i) with respect to trade secrets, for so long as such trade secrets qualify as trade secrets under the applicable laws, (ii) with respect to the Services, Documentation and Customer Content, in perpetuity, and (iii) with respect to all other Confidential Information, for five (5) years from the date of receipt of such information; and

(d) ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Article 7.

7.4 The Receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the Receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure, and provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

7.5 Each Party, with respect to Confidential Information of the other Party, shall use (at least) the same degree of care it uses to prevent the disclosure of its own Confidential Information. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party's Confidential Information and which are provided to the party hereunder. Each Party may disclose Confidential Information of the other Party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party.

8. Data Protection and Security

8.1 Customer acknowledges and agrees that personal data (as defined in the General Data Protection Regulation 2016/679 (“GDPR")) is processed in accordance with the applicable laws, including the GDPR, by or on behalf of Customer.

8.2 If required given the nature of the Services to be provided, the Parties will enter into a separate Data Processing Agreement in accordance with article 28 GDPR, to the extent Rmoni processes personal data on behalf of Customer. In such case the Data Processing Agreement will become Annex 3 to this Agreement.

9. Term, Termination and Suspension

9.1 This Agreement enters into force on the date specified in the Order for a definite period of 12 (twelve) months after which this Agreement shall automatically renew with subsequent 12 (twelve) month periods until terminated in accordance with this Article 9.

9.2 Each Party may terminate this Agreement for convenience taking into account 3 (three) months written notice prior to the end of the then current term.

9.3 A Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach: (a) is incapable of remedying; or (b) being capable of remedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach. The notice must describe the breach in a sufficiently specified manner.

9.4 If a Force Majeure Event as defined in Article 15 of this Agreement has a material adverse effect on the performance of either Party’s obligations under this Agreement for more than ninety (90) days, both Parties may terminate the Agreement.

9.5 Each Party may, in addition to the legal provisions for dissolution, dissolve this Agreement at any time and without further notice of default or judicial intervention and without liability for damages to the other Party, if the other Party (i) is declared bankrupt or (ii) otherwise subject of any proceedings relating to its liquidation, winding-up, or insolvency.

9.6 Upon termination of this Agreement, Rmoni shall provide termination assistance services, regardless of the reason for termination of the Agreement, within a reasonable period (not exceeding 3 (three) months) immediately following the termination of the Agreement. If the Agreement is terminated due to Customer’s failure to pay undisputed or otherwise due amounts, Rmoni may require payment in advance for the termination assistance services. Rmoni will charge its then current regular fees for providing the termination assistance services.

10. Effects of the Termination

10.1 Upon termination of this Agreement:

(a) all rights, licenses, and authorizations granted by either Party to the other hereunder will be immediately terminated;

(b) Customer shall immediately cease using the Services provided by Rmoni, however, Rmoni shall grant the Customer restricted access to the Services for the sole purpose of the Customer retrieving its Customer Content for a period of thirty (30) days following the effective date of termination;

(c) At Rmoni’s request, Customer shall promptly return, delete or dispose of all Rmoni’s Confidential Information and confirm in writing that it has done so. The Customer may, however, keep copies of Confidential Information as part of archival records stored on backup systems, provided that these will remain subject to article 7 (confidentiality and security).

10.2 If Customer terminates this Agreement in accordance with its terms, Customer will be relieved of any obligation to pay any applicable Fees attributable to the period after the effective date of such termination.

10.3 In the case that Rmoni terminates this Agreement based on the non-performance or default on the Customer’s side, all fees and payments that have been invoiced or would have become payable had this Agreement remained in effect will become immediately due and payable, and Customer shall pay such fees and payments, together with previously accrued but not yet paid fees and payments, on receipt of Rmoni’s invoice therefore.

10.4 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.

11. Hardware (sensors)

11.1 This article shall apply to any and all purchases of hardware (sensors) that the Customer may make with Rmoni.

11.2 Unless the Parties have agreed otherwise, the hardware sold by Rmoni are delivered to Customer ex warehouse. If agreed in writing, Rmoni delivers the hardware sold to Customer to Customer at a location designated by Customer. The purchase price for hardware does not include costs for transportation, insurance, storage et cetera. If applicable, the Customer will be charged for these costs.

11.3 If agreed in writing, Rmoni shall install, configure and connect the hardware purchased by Customer to the Platform.

11.4 Rmoni is always entitled to perform the agreement concerning the purchase of hardware in partial deliveries.

11.5 Customer ensures that the environment in which the hardware will be placed meets the requirements specified by Rmoni for the hardware, among other things in terms of temperature, humidity and technical requirements.

11.6 Rmoni shall make every effort to repair defects in the material and manufacturing defects in the hardware, as well as defects in parts delivered by Rmoni within the scope of the guarantee, within a reasonable period of time and free of charge if these defects are reported to Rmoni in detail within a period of twelve (12) months following delivery, under the condition that the Customer shall notify Rmoni of each defect within thirty (30) days after discovery of the defect. If, in Rmoni’s reasonable opinion, the defects cannot be repaired or repair would take too long or would entail disproportionately high costs, Rmoni is entitled to replace the hardware with other, similar, though not necessarily identical, hardware. The guarantee obligation no longer applies if defects in the hardware are entirely or partially caused by incorrect, careless or incompetent use or by external circumstances such as fire or water damage, or if the Customer modifies the hardware or parts delivered by Rmoni under the guarantee, or has these modified, without Rmoni’s permission. Rmoni shall not unreasonably withhold such permission.

11.7 The Customer cannot file any claims or further claims concerning non-conformity of hardware sold by Rmoni other than those laid down in article 11.6. A valid claim under this article shall thus not affect the Agreement in respect of (for instance but not limited to) the subscription to the Platform and other services set forth in this Agreement. The Customer shall be charged for any costs incurred by services and repairs performed outside the scope of this guarantee at Rmoni’s then applicable rates. Rmoni does not have any obligation whatsoever under the purchase of hardware with respect to defects and/or other faults reported after the guarantee period referred to in article 11.6 has lapsed.

12. Warranties and Compliance

12.1 Rmoni warrants that it will provide the Services in a professional manner consistent with general industry standards, and that the Services will perform substantially in accordance with the Documentation.

12.2 Rmoni does not warrant or guarantee that the Services will be uninterrupted, virus-free or error-free, nor that Rmoni shall correct all errors. Rmoni shall not be liable for unauthorized alternation, theft, or destruction of Customer’s or any user’s data, files, or programs. Rmoni does not warrant the interoperability with any (third party) software, hardware or infrastructure which Customer may have in place.

12.3 Both Parties must comply with all laws applicable to them:

(a) Rmoni will comply with all laws applicable to its obligations hereunder in providing the Services. However, Rmoni is not responsible for compliance with any laws or regulations applicable to Customer or Customer’s industry that are not generally applicable to information technology service providers.

(b) Customer must comply with all laws applicable to its use of the Services. Customer is responsible for maintaining privacy protections and security measures for components that Customer provides or controls, and for using the Services in a manner consistent with Customer’s legal and regulatory obligations. Customer is responsible for responding to any request from a third party regarding Customer’s use of the Services.

12.4 Rmoni represents, warrants and covenants to Customer, during the term of the Agreement that Rmoni will perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

12.5 Except for the express warranties set forth in this agreement, all Services and Documentation are provided ‘as is, where is’ and Rmoni hereby disclaims all warranties, whether express, implied, statutory or other, and Rmoni specifically disclaims all implied warranties of fitness for a particular purpose and all warranties arising from course of dealing, usage or trade practice. Without limiting the foregoing, Rmoni makes no warranty of any kind that the Services or Documentation, or any products or results of the use thereof are compatible or work with any software, system or other services except if and to the extent expressly set forth in the Documentation.

13. Customer’s responsibility

13.1 The Customer acknowledges and agrees that it is solely responsible for the configuration and customization of the Customer’s account on the Platform, regardless of whether Rmoni has provided or is providing support in this respect. The Customer’s responsibility in this respect includes, but is not limited to, uploading checklists, the content and nature of checklists, the planning and use of checklists, activating notifications, warnings, alarms or other alerts and the parameters and settings thereof.

13.2 The Customer acknowledges and agrees that it is solely responsible for the follow-up of any notifications, warnings, alarms or other alerts which may be provided to Customer through the Platform based on measurements of the sensors or the outcome of checklists filled in by Customer. Rmoni is not liable for any consequences arising from the Customer’s failure to act on such alerts. Customer is also solely responsible for the information/data it submits into the checklists.

13.3 The Customer acknowledges and agrees that Rmoni shall not be held liable for any decisions, actions or inactions of the Customer based on the information (including alerts) provided through the Platform. The Customer assumes full responsibility for the use of such information and for any outcomes resulting from their decisions or actions.

14. Indemnification

14.1 Rmoni shall indemnify and hold the Customer harmless from all losses incurred as a result of or in connection with any alleged or actual infringement of any third party’s intellectual property rights or other rights arising out of the use of the Services and Documentation provided by or on behalf of Rmoni (excluding Customer Content).

14.2 The foregoing obligation does not apply to any claims or losses arising out of or relating to any:

(a) access to or use of the Service or Documentation in combination with any hardware, system, software, network or other materials or service not provided or authorized in the Documentation or otherwise in writing by Rmoni;

(b) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement;

(c) modification of the Services or Documentation other than: (i) by or on behalf of Rmoni; or (ii) with Rmoni’s written approval in accordance with Rmoni’s written specification; or

(d) failure to timely implement any modifications, upgrades, replacements, or enhancements that require Customer action to implement, and are made available to Customer by or on behalf of Rmoni.

14.3 Customer shall indemnify, defend and hold harmless Rmoni and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an ‘Rmoni Indemnitee’) from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees) in connection with any claim of a third party (other than an Affiliate of an Rmoni Indemnitee) that arises out of or relates to: (a) Customer Content infringing the Intellectual Property Rights of such third party; or (b) Customer’s use of the Services in violation of this Agreement or the Documentation.

14.4 With reference to Customer’s responsibilities set forth in Article 12, Customer shall indemnify, defend and hold harmless the Rmoni Indemnitees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees), arising out of or in any way connected with the Customer’s failure to act on alerts or the Customer’s actions, inactions or decisions based on the information provided through the Platform.

14.5 Each Party shall promptly notify the other Party in writing of any third party claim for which such Party believes it is entitled to be indemnified pursuant to this Article 13. The Party seeking indemnification (the ‘Indemnitee’) shall cooperate with the other Party (the ‘Indemnitor’) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defence and investigation of such third party claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Article 13 will not relieve the Indemnitor of its obligations under this Article 13 except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

14.6 At its option and sole cost and expense, Rmoni is entitled to mitigate the risk or losses of any actual or threatened infringement of any third party’s Intellectual Property Right by:

(a) obtaining the right for Customer to continue to use the Services and Documentation materially as contemplated by this Agreement;

(b) modifying or replacing the Services and Documentation, in whole or in part, to make the Services and Documentation (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Documentation, as applicable, under this Agreement; or

(c) if options (a) or (b) are not commercially reasonable from Rmoni’s perspective, by written notice to Customer, terminating this Agreement with respect to all or part of the Services requiring Customer immediately to cease any use of the Services or any specified part or feature thereof, adjusting fees pro rate going forward, and issuing Customer a pro rate of any prepaid amount. In the event that Rmoni only partly terminates the Agreement, requiring Customer to cease any use of a specified part or features of the Services and Documentation and this results in the situation where Customer is left with a service that is no longer reasonably useful to it, Customer may terminate the Agreement without becoming liable for damages as a result of such termination.

14.7 This Article 13 sets forth Customer’s sole remedies and Rmoni’s sole liability and obligation for any actual, threatened or alleged claims that this Agreement or any subject matter hereof (including the Services and Documentation) infringes, misappropriates or otherwise violates any third-party intellectual property right.

15. Limitations of Liability

15.1 A Party is liable for all claims, demands or actions in relation to the Agreement, whether for breach of contract, warranty, misrepresentation or in tort (including negligence) irrespective of the gravity of the fault, for damage caused by proven defaults attributable to it within the bounds of this Article 14. Rmoni shall not be liable for any breach of its obligations under the Agreement if such breach results from:

(a) the Customer's failure to comply with the provisions of the Agreement; and/or

(b) any suspension of the Services by Rmoni in accordance with the terms of the Agreement; and/or

(c) any Force Majeure Event, as described in Article 15 of this Agreement.

15.2 Each Party’s liability will be limited to foreseeable, direct, and personal damages suffered. In no event shall a Party be liable for any consequential, indirect, incidental, special, punitive, loss of profits, business, business opportunities, reputation, data, turnover or revenue, loss of anticipated savings or wasted expenditure (including management time), loss, or liability under or in relation to any other contract, or loss of goodwill, in each case, however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if such party has been advised as to the possibility of such damages, to the extent permitted by applicable laws.

15.3 Except as otherwise provided in Article 14.4, in no event will the aggregate liability of either Party under or in connection with this Agreement or its subject matter, including any orders, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the value of all amounts paid by Customer under this Agreement during the twelve (12) months preceding the act or omission or series of acts or omissions giving rise to such liability.

15.4 The exclusions and limitations in this Article 14 do not apply to: (a) fraud or fraudulent misrepresentation, (b) the liability of either Party for the indemnities set out in Article 13 (Indemnification), (c) negligence of either Party causing death or personal injury, or (d) liability for wilful misconduct.

16. Force Majeure

16.1 In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing this Agreement, except for any payment obligation, when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a ‘Force Majeure Event’), including, flood, fire, earthquake, explosion, other catastrophes, such as epidemics, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

16.2 In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

17. Miscellaneous

17.1 Nothing in this Agreement is intended to, or shall be deemed to, create any partnership or joint venture, or any relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of, nor to create a liability for the other save as otherwise expressly specified in this Agreement.

17.2 If any provision of the Agreement or any part of any provision therein is determined to be partially void or unenforceable by any court, arbitral tribunal or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it will be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision will not be affected. If any article is rendered void or unenforceable, whether in whole or in part, Rmoni and Customer will endeavour, without delay and in good faith discussions, to attain the economic and/or other intended result in another legally permissible manner.

17.3 No delay, neglect, or forbearance on the part of either Party in enforcing against the other Party any term or condition of the Agreement will be or will be deemed to be a waiver or in any way prejudice any right of that Party under the Agreement. Any waiver by either Party of any of its rights under the Agreement must be in writing and only applies to the transaction or series of transactions expressly referred to in such waiver.

18. Applicable law and jurisdiction

18.1 This Agreement is governed by and construed in accordance with the laws of the Netherlands.

18.2 Any disputes arising out of or in relation to this Agreement will – if not amicably resolved – in first instance exclusively be submitted to the Court of Overijssel, the Netherlands, location Almelo.

Last updated: 22 October 2024

Acceptable Use Policy

Rmoni B.V. (hereinafter ‘Rmoni’) is a company based in the Netherlands, with its statutory seat in Almelo and its office address at the Twentepoort West 10 in (7609 RD). Rmoni has developed a cloud-based digital quality management solutions for the registration, real-time remote monitoring and reporting of crucial control parameters (hereinafter: the ‘Platform’). The Platform can be used via desktop and mobile apps.

You work for an organization, entity and/or institution (hereinafter: the/your ‘Organization’) that has obtained a license to use the Platform and your Organization has provided you with user credentials for the Platform.

You agree to adhere to the following rules when using the Platform.

1. You shall not use the Platform in such a way that:

(a) is prohibited by law;

(b) in any way violates the rights of others;

(c) tries to gain unauthorized access to, or disrupt, the Platform or any other service, device, data, account, or network;

(d) distributes harmful code, malware or any form of spam;

(e) could harm the Platform, Rmoni, or others, or otherwise impair the Platform or anyone else’s use of it.

2. You shall not:

(a) allow anyone else to use your user credentials;

(b) use the user credentials of anyone else;

(c) perform any unauthorized changes to the Platform and/or the configuration of the Platform for your Organization;

(d) connect any non-authorized hardware or software to the Platform;

(e) resell or redistribute the Platform or any parts thereof;

(f) access the Platform in order to build a competitive product or service;

(g) reverse engineer or otherwise attempt to derive the source code of the software of the Platform (except to the extent permitted by law without possibility of contractual waiver);

(h) perform significant load or security testing;

(i) (permit anyone to) copy or republish the Platform;

(j) make the Platform available to any other person than users within your Organization;

(k) modify or create derivative works based upon the Platform;

(l) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Platform.

Without limiting any of Rmoni‘s other rights, an actual or suspected violation of this Acceptable Use Policy may result in suspension of your use of the Platform.

3. Reporting

If you discover that your user credentials may have been disclosed (in any manner whatsoever) to any third party, you shall report this immediately to your Organization.

Last updated: 22 October 2024

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Legal documents for customers of Rmoni's resellers

End User License Agreement

Rmoni B.V. (hereinafter ‘Rmoni’) is a company based in the Netherlands, with its statutory seat in Almelo and its office address at the Twentepoort West 10 in (7609 RD). Rmoni has developed cloud-based digital quality management solutions for the registration, real-time remote monitoring and reporting of crucial control parameters (hereinafter: the ‘Platform’). The Platform can be used via desktop and mobile apps. The Platform can be connected to specific hardware (the ‘Hardware’), including sensors, routers, gateways and thermometers which are also supplied via Rmoni and resellers of Rmoni.

You represent the ‘Customer’, which is an organization, entity and/or institution that enters into this End User License Agreement (referred to as ‘EULA’ or ‘Agreement’ hereinafter) for the purpose of obtaining a subscription to use the Platform through the reseller activities of a Rmoni Reseller (as defined below).

Rmoni and the Customer may hereinafter jointly be referred to as the ‘Parties’ and each individually as a ‘Party’.

The Parties agree as follows:

1. Definitions and Interpretation

Affiliate means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For the benefit of the Customer, franchisees of the Customer may also be considered Affiliates if Customer so agrees with the relevant Rmoni reseller.

Customer Content means all data and materials provided by Customer to Rmoni for use in connection with the Platform, including, without limitation, customer applications, data files, and graphics. ‘Data provided to Rmoni’ in this regard means data submitted to and stored within the Platform by Customer and its users in connection with Customer’s use of the Platform (and includes any such data held in Rmoni’s backups if any).

Data Protection Agreement (DPA) means the agreement described in article 8 which, if necessary to conclude, will be entered into separately.

Documentation means any manuals, instructions or other documents or materials that Rmoni provides or makes available to Customer on the support website https://support.rmoni.com and which describe the functionality, components, features or requirements of the Platform, including any aspect of their installation, configuration, integration, operation, use, or support.

Harmful Code means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner (i) the function of any computer, software, firmware, hardware, system or network or (ii) the security, integrity, confidentiality or use of any data, or (b) prevent Customer from accessing or using the Services as intended by this Agreement.

Intellectual Property Rights means any existing and future registered and unregistered rights granted, applied for or otherwise in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Permitted Use means any use of the Services and Platform, by Customer in accordance with this Agreement and the Documentation, for the benefit of Customer solely in or for Customer’s internal business operations.

Platform means the cloud-based solution for digital quality management developed by Rmoni which is made available to Customer under the terms and conditions of this Agreement.

Reseller means the reseller authorized by Rmoni by written agreement which has provided Customer with this EULA in order to obtain a subscription to the Platform.

Services means any and all services rendered by Rmoni for the Customer, including the provision of the Platform and any additional services the Parties may agree on from time to time.

2. Platform and Services

2.1 The Customer herewith appoints Rmoni to provide the Services, which appointment is herewith accepted by Rmoni under the terms and conditions of this Agreement.

2.2 Rmoni may make changes to the Services from time to time, provided that such changes do not materially degrade the performance of or functionality of the Services. In the event of a change which may reasonably be deemed material (to be determined by Rmoni in its sole discretion), Rmoni will notify the Customer in advance of such change through the Reseller, except in the event that prior notification (for instance in the event of security related changes) cannot be given. The Parties may have deviated from this Article in an SLA (Service Level Agreement), in which case the SLA shall prevail in this respect.

2.3 If and to the extend Rmoni has agreed to such connection being made in writing, the Customer’s use of any third party hardware (including sensors), applications, services, or products, licensed to the Customer to use in connection with the Services, and any exchange or other transfer of any information between the Customer and any third-party provider, is solely between the Customer and the applicable third party provider. Rmoni assumes no liability for the Customer’s use of any third party hardware, applications, services or products.

3. Rights to use and restrictions

3.1 Customer has the right, during the Term, to access and use the Services specified in the applicable Order for the purposes detailed in this Agreement. These rights are non-exclusive, non-transferable, and limited by and subject to the terms and conditions set forth in this Agreement. Customer shall only have the rights expressly granted to Customer in this Agreement.

3.2 The Customer guarantees that the use and/or processing of Customer Content does not, and will not, (i) infringe upon any third party’s rights or any legal obligations imposed on it; (ii) violate any applicable laws. The Customer indemnifies Rmoni against any claims by a third party instituted, for whatever reason, in connection with the Customer Content.

3.3 Customer shall be solely responsible for the acts and omissions of its users. Rmoni shall not be liable for any loss of data or functionality caused (in)directly by the (in)action(s) (of) the Customer’s users.

3.4 Customer may make the Services and Documentation available to users of its Affiliates, provided that:

(a) Customer is responsible for the subscription fees of such Affiliates (payable to the Reseller) and all acts and omissions of its Affiliates (and their users);

(b) Customer is liable for ensuring that its Affiliates (and their users) comply with the terms of this Agreement;

(c) Customer shall ensure that any rights or remedies arising in connection with this Agreement will be actionable against Rmoni solely by the Customer, and not by an Affiliate except that Customer will be entitled to treat losses of Affiliates as if they are losses of Customer.

4. Restrictions

4.1 The Customer shall not use the Services in such a way that:

(a) is prohibited by law;

(b) in any way violates the rights of others;

(c) tries to gain unauthorized access to, or disrupt, the Services or any other service, device, data, account, or network;

(d) distributes Harmful Code or any form of spam;

(e) could harm the Services, Rmoni, or others, or otherwise impair the Service or anyone else’s use of it.

4.2 The Customer may not:

(a) resell or redistribute the Services;

(b) access the Services in order to build a competitive product or service;

(c) reverse engineer or otherwise attempt to derive the source code of the Software used to provide the Services (except to the extent permitted by law without possibility of contractual waiver);

(d) perform significant load or security testing;

(e) (permit anyone to) copy or republish the Service;

(f) make the Services available to any other person than users within the company of the Customer or its Affiliates (employees and ZZP-ers);

(g) modify or create derivative works based upon the Services or Documentation;

(h) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Services or in the Documentation.

4.3 Without limiting any of Rmoni‘s other rights under this Agreement, an actual or suspected violation of the terms in Article 4.1 and/or 4.2 may result in suspension of the use of the Services. Rmoni will suspend the use of the Services only to the extent and for the time period reasonably necessary to address said violation. Unless Rmoni believes an immediate suspension is required, Rmoni will provide reasonable notice before suspending the use of the Services. Rmoni may seek all reasonable legal remedies available to it if a violation of Article 4.1 and/or 4.2 occurs. Rmoni shall not be liable to Customer or any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Services.

5. Subscription fees

5.1 The Platform is provided on a subscription basis for which payments are made in advance of each subscription term. Fees for the use of the Platform (subscription or license fees) are agreed upon between Customer and Reseller. Fees for other Services (including but not limited to installation, implementation, support, training) may be charged separately.

5.2 Customer will pay each undisputed invoice in accordance with the payment terms agreed between Customer and Reseller. If Reseller notifies Rmoni of non-payment by the Customer, Rmoni shall have the right to suspend performance of the Services until all past due amounts have been paid, without incurring any liability to Rmoni for claims, or expenses arising out of such suspension of the Services resulting from non-payment.

5.3 In the event that the Reseller ceases to be an authorized Reseller of Rmoni, Rmoni may (i) charge Customer directly for the subscription to the Platform and Services, in which case Rmoni and the Customer shall enter into Rmoni’s then current (standard) SaaS-agreement to be provided by Rmoni to Customer or (ii) designate Customer to another authorized reseller of Rmoni in which case the Customer will enter into an agreement which such other authorized reseller. If Customer does not wish to enter into an agreement with either Rmoni or another authorized reseller, the Customer’s sole option shall be to terminate its subscription.

6 Intellectual Property

6.1 Each Party will retain ownership of all its Intellectual Property Rights.

6.2 The Agreement does not result in any transfer of Intellectual Property Rights between Parties. Rmoni reserves all right, title, and interest in and to the Services and Documentation, including all Intellectual Property Rights therein. Customer has no right, license, or authorization with respect to any of the Services or Documentation (including updates or modifications thereto), except as expressly set forth in this Agreement.

6.2.1 All Intellectual Property Rights and other ownership rights in the Customer Content shall be retained by the Customer (or its licensors). Regardless, Customer agrees that (at no additional costs):

(a) Rmoni is entitled to use Customer’s trade name and trademarks for marketing purposes only;

(b) Rmoni is entitled to use Customer Content processed through the Services anonymously for data analytics purposes, for instance in order to improve the performance and the constituent modules of the (SaaS-) Services.

7. Confidentiality and Security

7.1 Each Party (or one of its Affiliates) (the ‘Disclosing Party’) may disclose or make available Confidential Information to the other Party (or one of its Affiliates) (the ‘Receiving Party’). ‘Confidential Information’ means information in any form or medium (whether oral, written, electronic or other) disclosed, or made available, by a Party, or on behalf of a Party, to the other Party that is identified as confidential at time of disclosure or is disclosed, or made available, under circumstances that would reasonably indicate confidential treatment, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, (a) all Customer Content is and will remain the Confidential Information of Customer, (b) the Services and Documentation are and will remain the Confidential Information of Rmoni and (c) the terms and existence of this Agreement are Confidential Information of each Party with respect to the other, this with the exception that the Reseller is aware of the existence and content of this Agreement.