WeQ App Terms and Conditions

June 10, 2018

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Terms and Conditions - WeQ Application

Version 2.0, Updated at 2018-06-10

1. Introduction and definitions

1.1 By accepting these Terms and subscribing for the Services the User has received a non-exclusive, non-transferable license to use the free version and paid version of the WeQ Application from WeQ B.V. under the terms set forth below.

1.2 The following definitions in these Terms shall have the meaning as set forth in this provision:

"Application" – the web-based gamification system developed and provided by WeQ in which a Master Coach creates quizzes and challenges that participants respond to via their personal computers or mobile devices. The results are often shared in real time with the session, and data is used to customize and increase the value of the experience.

"Controller" - the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. This is most often the Master Coach. 

"Customer" - the person or company who purchases a License to use a Paid version of the Application.

“Deliverables” - the result of Quiz completed by a Team in various formats such as diagrams, charts and reports. "Data Protection Legislation" means Personal Data regulated by GDPR (Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data).

"EEA" means the European Economic Area, which constitutes the member states of the European Union, the United Kingdom, Norway, Iceland and Liechtenstein."Free Version" - the free version of the Application.“Facilitated Session” - the offline WeQ game session facilitated by Master Coach 

"GDPR" - Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data

"License" – the right for one Master Coach to use either a Paid Version of the Application, or a Free Version of the Application."License Period" – as defined in section 4.

"Master Coach" - the person(s) who create(s) the Team in the Application and guides them during the session. 

“Master Coach Initiation Day” - The moment that User’s WeQ account is promoted to the “Master Coach” designation. 

"Master Coach account" - the account, identifiable by unique email, belonging to one Master Coach.

"Master Coach version" - the Master Coach version of the Application.

"Paid Version" - Any other version of the Application that the Customer pays for.

“Personal Data” 

"Master Coach’s Personal Data" – any information about the Master Coach that can be related to an identified, or identifiable living natural person ('Data Subject'), or as otherwise defined by law, regulation or contractual agreement. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity. Master Coach Personal Data collected by WeQ is limited to Master Coach's email address, name, IP-address and billing address.

“User Personal Data" – any information about the User that can be related to an identified, or identifiable living natural person ('Data Subject'), or as otherwise defined by law, regulation or contractual agreement. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

"Processor" - shall mean an entity which processes Personal Data on behalf of the Controller.

"Quiz" - questions created by the Master Coach.

"Services" – all services furnished by WeQ to a User under these Terms, such as, but not limited to the Application, the card game, and the Website.

"Team" - a group of users is created who use and respond to the Quiz. "Team version" - the version of the Application serving the Team

"Terms" - these Terms and Conditions including any separate agreement that might have been entered into between WeQ and the User regarding the Services.

"Third Party Application" – the software for which the copyright obviously belongs to a third party or is listed by WeQ to be a Third Party Application.

"User" - A Customer, Master Coach, Team or other person having used the Website or the Application.

"User Data" – all data that a User provides when using the Website or Application including Quiz and answers to Quiz."WeQ" - WeQu BV (tradename WeQ), a Dutch Besloten Vennootschap met beperkte aansprakelijkheid (private limited company) registered at Arena Boulevard 71 1101 DL Amsterdam The Netherlands, with Dutch company registration number 66840724, VAT number NL856719869B01 and e-mail contact@WeQ.io

"Website" - all sites related to WeQ.io, sub-site or versions of them connected to help/support the User to use the Application.

2. Undertakings of the User

2.1 The User shall provide WeQ with all information that is necessary for WeQ to carry out its obligations under these Terms.

2.2 The User shall be responsible for its Internet connection and the network and passwords that are being used to gain access to, and make use of, the Application. The User shall also ensure that it has the equipment and software that are required for the performance of the Application.

2.3 The User is liable for faults, non-conformities and lacking performance in the User's software, hardware or Internet connection.

2.4 The User shall ensure that (i) the User Data and the User's software is free of viruses, trojans, worms or other harmful software codes, (ii) the User Data and User's software is in a format suitable for the Application and (iii) that the User's software or User Data cannot in any other way, harm or adversely affect WeQ's system, Website or the Application.

2.5 The User shall ensure that log-in information, security procedures, and other information, which is used to access/use the Application, is treated as confidential information in accordance with the provision regarding Confidentiality in these Terms. The User shall immediately inform WeQ if any unauthorized person has obtained knowledge of such information.

2.6 The User shall not copy, decompile, decrypt or deconstruct the Application or try to derive or create source code from the Application.

2.7 The User shall not try to circumvent the security measures of the Application set out by WeQ.

2.8 The Customer shall pay the amount due for the License(s) based on conducted Facilitated Session.  

2.9 The User is required to follow the instructions provided from time to time by WeQ for use of the Application.

2.10 To the extent the Terms does not state differently the User is responsible for back-ups of User Data.

2.11 The User shall ensure that the User does not use the Application in an inappropriate manner; such as, but not limited to, posting pornographic, racist, harassing or otherwise unlawful or inappropriate material in the Surveys and or Application. WeQ reserves the right to, without warning, block Users who do this. Such blocking does neither entitle the User to refund for payment done nor compensation of any other kind.

2.12 WeQ is intended to be a business tool. If you are younger than 16 years old, you must be represented by your parents or guardians to agree to these Terms and to use the Application.

3. Undertakings of WeQ

3.1 As of the Master Coach Initiation Day WeQ shall provide the Paid version of the Application to the Customer.

3.2 WeQ provides the Team with the Free version when the Team has registered on the Website by providing necessary information and accepted these Terms.

3.3 WeQ shall make available necessary instructions for using the Application.

3.4 WeQ shall perform its duties according to these Terms in a professional manner.

4. Agreement, changes, and cancellation

4,1 You can apply for our trainings on our website. By applying, you expressly confirm that you agree to our training terms. An agreement exist only if and when we have confirmed your application in writing. Commitments from or agreements with our personnel or third parties engaged by us are only enforceable when we have confirmed such commitments and/or agreements in writing. You can always cancel a training in writing.

4.2 We will not charge you for a training if you cancel it up to 1 month before the first training day. We will charge you 50% of the training price if you cancel a training between 1 month and 2 weeks before the first training day. If you cancel a training within 2 weeks of the first training day, we will charge you the full training price.

4.3 We may interrupt, reschedule, and/or cancel a training in case of unforeseen circumstances, including without limitation a shortage or excess of applications for a specific training, or illness of the trainer. We will always notify you of this as soon as possible. After you have received such notification, you will have 2 weeks to cancel the training and receive a full refund.

5. Prices and Payment

5.1 You are required to pay for the training up front for which we shall invoice you. Unless agreed otherwise in writing, you shall pay correctly invoiced amounts within 14 days after receiving our invoice. If you fail to pay such amounts within the agreed payment term, we reserve the right to deny your participant(s) to the training (each a “participant”) access to the training.

5.2 You are not entitled to suspend or set-off due amounts. If you do not pay due amounts within the agreed payment term, we are also entitled to statutory interest over those amounts without a notice of default being required. If after a repeated request for payment you still fail to pay the due amounts, we may engage a third party to seize and levy our claim. If this happens, you are also liable for all accompanying cost, including without limitation all judicial and extrajudicial costs. The extrajudicial costs will be calculated as 15% of the total outstanding claim with a minimum of EUR 125.

5.3 The Price for the Licenses to use the Application is found here: https://www.weq.io/policy/certified-master-coach-terms-and-conditions. All prices are exclusive of VAT, other taxes and potential tolls or import/export fees.

5.4 When Master Coach completes a Quiz in a Facilitated Session, Master Coach purchases a Licence.

5.5 WeQ is entitled to change fees, payment terms and License Periods at its own discretion. Such changes will however not affect a License already paid for.

6. License

6.1 Master Coach accounts are personal, meaning one account can only be used by one Master Coach.

6.2 One License gives one Master Coach the right and ability to use the features stated in https://www.weq.io/policy/certified-master-coach-terms-and-conditions

6.3 The Master Coach or, when applicable, Customer is responsible for the provision of information about who(m) that shall be the Team(s), and thereby authorised to use the Application. The Customer is responsible to remove the Team(s) if the Team(s) is no longer authorised to have access to the Application. The Customer is responsible for its Master Coach use of the Application (if the Customer and Master Coach are different legal or physical persons).

6.4 WeQ may terminate these Terms and suspend the User from its License(s) immediately or limit the User's access to the Services if the User fails to comply with these Terms or if the provision of the Services might lead to more than a minor damage for WeQ or any third person.

7. Service Levels

7.1 There are two (2) different service levels of the Application; the Free version and the Paid version.

7.2 The Free version provides the Team with one (1) License to the Application. It entitles the Team to participate in Quiz and generate Quiz results.  Such information will only be used by WeQ and as inspiration for WeQ to further develop the Application. WeQ retains all ownership over the data.

7.3 The Paid version provides the Customer with one (1) License to the Application. It entitles the Master Coach to make an unlimited amount of Teams. Master Coach can register between 5 to 12 users in one Team. WeQ retains all ownership over the data. WeQ provides a Master Coach a right to use Deliverables based on data provided by the Team created by the Master Coach.

8. Faults in the Application

8.1 A fault in the Application shall mean a deviation from the description of the current version of the Application and major deviations from generally applicable norms for software equivalent to the Application.

8.2 If there is a fault in the Application, WeQ shall, to the extent possible, rectify the fault as promptly as the circumstances require. WeQ's liability does not include faults that are of no significance for the intended use of the Application and that do not cause the User any inconvenience.

8.3 Faults in the Application are rectified by means of a correction or by the provision of instructions on how to circumvent the fault. To be able to claim the existence of a fault for which WeQ is liable, the User shall report it to WeQ within a reasonable period after discovery of the fault. The User shall state, and if necessary show, how the fault manifests itself.

8.4 If there is a fault in a Third Party Application and WeQ is unable to rectify it itself, WeQ shall report this to the relevant Third Party Application supplier and install any solution received from said Third Party Application supplier if this can be done without having an adverse effect on the Application or without any other negative effects for WeQ. Over and above this, WeQ has no liability for faults in Third Party Application

8.5 If WeQ has not rectified a fault with the promptness that the circumstances require, the User may send WeQ a written notice of a deadline, within reasonable time, at which the fault must be rectified. If the fault has not been rectified within such deadline the Customer will be entitled to such reduction of the price of the License that corresponds to the fault. Users of the Free version will not have any right to economic compensation.

8.6 WeQ shall never be liable for faults caused by any of the reasons stated in the provisions Maintenance and Downtime, Limitation of Liability and Force Majeure, faults caused by changes to or interference with the Application made by the User, or other circumstances for which the User or a third party is liable or that are in some other way beyond WeQ's control.

8.7 WeQ's liability for faults is limited to what is stated under this provision - Faults in the Application - except if the fault is caused by gross negligence or malicious intent on behalf of WeQ. The User is not entitled to make any claims due to fault in the Application other than what is stated in this provision Faults in the Application.

9. Data Management, Personal Data

9.1 After 25 May 2018 Personal Data is regulated by GDPR (Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data). WeQ will maintain a level of security for the Services in accordance with the now mentioned rules.

9.2 When it comes to Master Coach Personal Data, WeQ is seen as the Processor and the Master Coach, or when applicable, the Customer, as the Controller.

9.3 When it comes to User Personal Data, the Master Coach, or when applicable, the Customer, is seen as Controller and solely responsible for the collection, storing and management of such potential personal data. WeQ, as a Processor, will only store such data and use certain data from Free versions of the Application to generate Deliverables to Master Coach.  

9.4 The User is responsible for ensuring that the processing of data within the Application takes place in accordance with applicable legislation and in accordance with these Terms. WeQ carries no responsibility for the type of questions or the data that the Users enter when using the Services.

9.5 In the event of any loss or damage to User Data, WeQ will use all reasonable commercial efforts to restore the lost or damaged User Data from the latest back-ups that are maintained by WeQ. Over and above this, WeQ has no responsibility for the loss of User Data. WeQ shall have no responsibility at all for any loss, destruction, unavailability, alteration or disclosure of User Data caused by any third party.

9.6 WeQ undertakes to only process personal data in accordance with the Terms and the written instructions of the Master Coach or the Customer. WeQ shall carry out the technical organizational measures that have been agreed upon. If WeQ makes use of sub-contractors who process personal data, WeQ must, on behalf of the Master Coach or the Customer, sign an agreement with the sub-contractor according to which the sub-contractor undertakes, as a personal data assistant/processor to the Master Coach, to comply with the requirements of this provision 8.

9.7 WeQ does never sell or grant anyone access to Master Coach Personal Data or User Data for other purposes than just fulfilling delivery of the Services under these Terms. Nevertheless, WeQ has the right to share Master Coaches email addresses with organisations connected to the Master Coaches. The reason for this is to give the Master Coaches an even better experience of, and more value from, using the Application. WeQ will never share email addresses with other third parties than the now mentioned.

9.8 A full Data Processing Agreement, legally a part of the Terms, can be found here: WeQ.io/privacy. Over and above that which is stated in the Data Processing Agreement, WeQ shall, to the extent permitted by law, have no liability towards the User or any third party for the processing of personal data within the scope of the Services. Sensitive or special categories of personal data will not be processed by WeQ.

10. Communication with Users

10.1 WeQ has the right to communicate with its Users. Such communication can be newsletters, product updates, offers or other information related to the Application. Users may opt out of receiving emails from WeQ at any time.

10.2 Please note that although a User may opt out of receiving certain emails, WeQ reserves the right to communicate with all Users via email regarding specific products and services the User have ordered, requested, or inquired about.

11. Intellectual Property Rights etc

11.1 WeQ or – when applicable – its licensors retain all rights to the Services including, without limitation, all intellectual property rights to the Application, all copyright, trademarks and Know-how relating in any way to the Services. Except as expressly set forth in these Terms, the User does not acquire any right whatsoever to WeQ's Services, the Application, copyright, patents, trademarks, trade secrets or other intellectual property rights or any goodwill belonging to WeQ.

11.2 WeQ will never deliberately copy any third party's intellectual property rights and, to the knowledge of WeQ, the Application does not infringe any intellectual property rights belonging to a third party.

11.3 If a third party or a Customer or Master Coach, in writing, notifies WeQ of the occurrence or potential occurrence of an intellectual property rights infringement related to the Application WeQ will, to the extent possible, take measures to ensure that the Application is altered in such way that it does not infringe the intellectual property rights in question. If this would entail unreasonably high costs, WeQ has the right to, instead of taking these measures, limit or temporarily cancel the use of the Service, or terminate these Terms (and thereby the right to use the Services) with immediate effect. WeQ's obligations under this section 10.3 shall not apply to the extent that the infringement (a) is related to any Third Party Application; or (b) arises out of any modification of the Application not made or authorised by WeQ.

11.4 WeQ assumes no liability for the content and other information provided by a User. The Master Coach is liable for the Survey and any other material, including answers from the Audience, supplied to the Application. The User shall indemnify and hold WeQ harmless against any claim by a third party relating to the Survey, or to any other material supplied by the User to the Application.

11.5 The User shall notify WeQ immediately if the User receives any notification of accusation of infringement from third party due to their Quiz(s) or answers created with the Application.

11.6 WeQ respects intellectual property rights and will remove any content that infringes copyright, trademark, patent or other intellectual property rights of third party upon notification from the User or third party.

11.7 WeQ is entitled, in connection with general marketing activities, to state that WeQ cooperates with Customer. This includes a right for WeQ to include logotypes and similar on its website, in general presentations and in brochures when presenting the cooperation with the Customer as long as Customer does not expressly and in writing oppose to this. If WeQ desires to use Customer as a reference or present the cooperation in anything other than general presentations, this must in each such case and in advance be approved by Customer.

12. Confidentiality

12.1 The parties undertake to retain in confidence and not to disclose to any third party any confidential information and data received from the other party. Confidential information shall mean any information – technical, commercial or of other kind – regardless of it being documented or not. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against litigation, (ii) to file and prosecute patent applications, or (iii) to comply with governmental regulations. Such obligation of confidentiality shall be waived as to information and samples which (i) is in the public domain; (ii) comes into the public domain through no fault of the receiving party; (iii) was known prior to its disclosure by the receiving party, as evidenced by written records; (iv) disclosure is allowed under these Terms, or (v) is disclosed to the receiving party by a third party having a lawful right to make such disclosure. Such obligations of confidentiality shall continue during the term of the Terms and for two (2) years from the termination of these Terms.

13. Service Availability, Maintenance and Downtime

13.1 WeQ strives to keep the Application available to such a large extent as possible.

13.2 Since WeQ wants to provide an updated and maintained Application, WeQ shall always have the right to disconnect the Application for service and upgrading without giving prior notice to the User.

13.3 WeQ shall implement new updates and versions of the Application, to the extent deemed suitable by WeQ. WeQ intends to give notice on beforehand to the User before updates or maintenance of the Application that will lead to more than minor disruptions in the Services.

13.4 WeQ can not be held liable for downtime or other technical complications.

14. Liability and Limitation of Liability

14.1 WeQ's liability arising out of or related to these Terms is, under all circumstances, limited to an amount corresponding to the amount paid for the Application by the User during the 12 months immediately preceding the event causing the loss. User shall, to not lose its right to compensation, submit a claim for damages to WeQ within two (2) months from the date when the incident giving rise to the claim occurred.

14.2 WeQ shall not be liable for any indirect, incidental, or consequential damages, including without limitation, any loss of profits, data or income, arising out of or in connection with these Terms or the Users use of the Services.

14.3 WeQ shall not be liable for any corruption or destruction of data, or for any damage caused by viruses related to the User's computer system(s), hardware, software or other equipment.

14.4 The limitations of liability set forth in section 13.1 – 13.3 does not limit or exclude WeQ's liability for damages caused by fraud, deception, intent or gross negligence from WeQ or someone that WeQ is responsible for.

14.5 Except for expressed warranties made by WeQ in these Terms the Services are provided "as is" and as available, and WeQ does not make any additional warranties, either express or implied, including without limitation to merchantability, or fitness for a particular purpose. Without limiting the generality of the foregoing, (i) WeQ has no obligation to indemnify or defend User against claims related to infringement of intellectual property rights other than as stated in section 10; and (ii) WeQ does not warrant that the Services will perform without errors or without interruptions.

14.6 WeQ assumes no liability whatsoever for damages caused by the content and other information provided by the User when using the Application. The Master Coach is liable for the Survey and any other material supplied to the Application and Users are responsible for material supplied by the User.

14.7 If this section 14 is restricted by mandatory law, WeQ's liability shall be limited as far as possible.

15. Force Majeure

15.1 The parties shall be relieved from liability for a failure to perform any obligation under these Terms during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the control of the parties, such as war, warlike hostilities, mobilisation, civil war, fire, flood, changes in laws and regulations or in the interpretation thereof, acts of authorities, labour disputes, blockades, major accidents or other circumstances of similar importance.

15.2 The party desiring to invoke an event of force majeure shall give immediate notice to the other party of the commencement and the cessation of such event of force majeure, failing which the party shall not be discharged from liability for any non-performance caused by such event of force majeure.

16. Notices

16.1 Notice of termination or other communication shall be sent by e-mail, registered letter or by courier to the other party. Any notice sent by e-mail is deemed to have been received no later than two (2) days after the e-mail is sent. Any notice sent by prepaid first-class post is deemed to have been received five (5) days after dispatch. Any notice sent by courier is deemed to have been received on the day of delivery.

17. Entire agreement

16.1 These Terms (including the Data Processing Agreement) constitutes the entire agreement between the parties and supersedes all prior written or oral agreement between the parties.

18. Miscellaneous

18.1 Assignment. The User may not assign these Terms or the right to use the Services without WeQ's prior written consent, which consent shall not be unreasonably withheld. WeQ is always entitled to assign or pledge the Terms and/or, in whole or in part, its rights and responsibilities under the Terms.

18.2 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. If a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect

19. Term and termination

19.1 These Terms enters into force automatically when the User first uses the Application or Websites connected to the Application.

19.2 A User who entered into these Terms can, at any time, terminate them by sending an email to contact@WeQ.io. To terminate the Terms the User needs to agree to be removed from all systems and have all their data deleted. When that is confirmed by the User the Terms will be considered terminated. Already paid fees will not be repaid. After the termination the User is no longer enabled to use the Services.

19.3 WeQ can terminate these Terms in accordance with what is stated in the Terms and in all other cases by giving one (1) month notice. Termination can always be made by using the email address registered with WeQ.

19.3 Any clauses that are said to survive also after termination of the Terms or which otherwise are of the nature that they shall continue in force will be applicable also after termination of the Terms.

20. Changes of Terms

20.1 WeQ may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the WeQ website. If an amendment is material, as determined in WeQ's sole discretion, WeQ will notify Users by email. Notice of amendments may also be posted to WeQ's blog or upon the User's login to its account. Changes will be effective no sooner than the day they are posted on WeQ's website. In order for certain changes to become effective, applicable law may require WeQ to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

21. Disputes and Governing Law

21.1 These Terms shall be governed by and construed in accordance with the laws of Dutch without taking into consideration its principles of choice of law.

21.2 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by courts The Netherlands.