Quan B.V. Terms of Service

Last modified: March 1, 2024

Please read these Terms of Service carefully.

Our Terms of Service is a contract that governs our customers’ use of the Quan services. It consists of the following documents:

A. Master Terms: These contain the core legal and commercial terms that apply to your subscription.
B. Service Level Agreement: This explains the availability, maintenance, and response and recovery times for the software as a service (SaaS) provided by Quan and the associated storage space.
C. Independent Controller Addendum: To the extent any data, content, materials, and other information exchanged between Quan and Customer is considered Personal Data, the Independent Controller Addendum to these Terms of Service shall apply.

The PDF copy of your signed quote is created following your purchase of one of our products or services through our online payment process, and is sent to the email you’ve used during the purchasing process. It contains all of the details about your purchase, including your subscription term, products purchased, and your fees. By purchasing and using the Quan services, you agree to the Terms of Service as set out here.

We may update these terms from time to time. If you have an active Quan subscription, we will let you know when we update the terms via an in-app notification or by email.

A. Master Terms

1. Definitions

“*Agreement*”	or “Terms of Service” means these Master Terms and all materials referred or linked to in here.
*“Confidential Information”*	means all confidential or proprietary information disclosed by one Party to the other in connection with this Agreement, unless it is or later becomes publicly available through no fault of the other Party or it was or later is rightfully developed or obtained by the other Party from independent sources free from any duty of confidentiality. Without limiting the generality of the foregoing, Confidential Information will include: (a) Customer data, content and non-public information, documentation, and materials, which may be disclosed or made available from any source or in any form relating to the Customer’s business, financial information, patients, employees, programs, documentation, techniques, trade secrets, and systems, and (b) Quan’s Proprietary Items. Confidential Information will include the terms and pricing in this Agreement, but not the fact that this Agreement has been signed, the identity of the Parties or the identity of the services or products;
"Effective Date"	means the date on which this Agreement will commence, being the date on which the Agreement is signed by both Parties;
“*Fees*”	means the fees payable to Quan by Customer for Services as set out in the price list, offer, quote or this Agreement;
*“Proprietary Items”*	means, collectively, the Services, Platform (means Quan’s proprietary application software, web-site, solution, hardware, and/or technology infrastructure supporting the Services and all related Quan content), and Documentation (means Quan’s standard user guides and manuals relating to the Services and Platform, including on-line help, as updated and amended from time to time), the visual expressions, screen formats, report formats and other design features of the Services and Platform, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Services, Platform, or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the Services, Platform, or Documentation, all derivative works based upon any of the foregoing, deliverables and work product arising from the Professional Services, and all copies of the foregoing;
*“Privacy Policy”*	means the privacy policy of Quan available at https://www.quanwellbeing.com/en/app-privacy-policy, updated from time to time;
*“Services”*	means the services that are ordered by Customer under a quote and/or order, including limited access and use rights to the applicable Platform in accordance with the Documentation and this Agreement;
“*Term*”	means the 12-month term of your subscription to the Quan services, as specified on the signed pdf copy of your quote, and each subsequent 12-month renewal term.

2. The Services

2.1 Subject to the terms and conditions set forth in this Agreement, Customer hereby engages Quan to measure individual and team (member) well-being using the Quan Platform to Customer as specified in this Agreement, and Quan hereby accepts such engagement.
2.2 The Customer may only use the Quan Platform within the Customer's organization.
2.3 In case of any problems or questions regarding the use of the Quan Platform, Quan shall provide timely assistance and make its best effort to solve any issues as soon as reasonably possible. In case of maintenance or other matters, Quan shall provide the Customer with prior notice in order to provide uninterrupted service.

3. Duration of the Agreement and termination

3.1 This Agreement commences on the Effective Date and shall continue for one year, or until earlier terminated by a Party in accordance with terms of this Agreement. Unless terminated with 30 days’ notice before the end of this Agreement, the Agreement shall automatically be renewed for another year.
3.2 Parties will always be entitled to terminate this Agreement with immediate effect if one of the following circumstances occurs:

- if one or multiple of the other Party’s businesses close down, is liquidated, is given moratorium on the payment of debts, or is declared insolvent;
- the other party fails to fulfil a material contractual obligation or fails to fulfil it in the manner stipulated in the Agreement and also fails, or is unable, to rectify such failure within 30 days despite receiving written warning. During this 30 day period the contract managers of both Parties will be in close contact and do their utmost to find a solution

3.3 Any provisions of this Agreement and/or its relevant Annexes, which by their nature extend beyond their termination, remain in effect.

4. Fees, invoicing, and payment

4.1 The Fees will remain fixed during the initial term of your subscription unless you upgrade your subscription or you subscribe to additional features or products.

4.2 Upon renewal, we may increase your fees up to our then-current list price set on our website. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree with this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required as set out in paragraph 3.2 of the Master Terms.

4.3 Quan invoices at the Effective Date. The payment term is 30 days from issuance of the invoice.

5. Legal Relationship

Neither Party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other Party. The Parties agree that all Services performed by and/or behalf of Quan under this Agreement and its relevant Annexes shall be performed by Quan as an independent contractor and not as an agent, employee, and/or partner of or joint venture with Customer for any purpose.

6. Publicity

6.1 Use of Logos. Customer hereby grants Quan a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to use and reproduce Customer's name and logo on Quan's customer lists, advertising, and website in the capacity of the Customer’s status as a “Customer”. Use of Customer’s name and logo will cease when and if the customer requests this is writing. Quan has 15 days from receipt of the written request to comply with the removal request.

6.2 Use of testimonials. Customer hereby grants Quan the external use of any customer or user testimonials that are provided by the customer or its users. All testimonials will be subject to direct permission from the person named when this person provides a testimonial in the name of Customer.

6.3 Press Releases. After the Effective Date of this Agreement, Quan or Customer may also choose to issue a high-level press release announcing the Parties relationship under this Agreement. Both parties reserve the right to review the content of any press release. Both parties will make a reasonable effort to deliver revisions to the press release in a timely manner.

7. Limitation of liability

7.1 Quan’s liability is limited to the total fees paid by Customer under this Agreement.

7.2 Customer shall indemnify, defend and hold harmless Quan and its directors, employees, agents and representatives from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) in connection with any third party claims arising out of a breach of this Agreement.

7.3 In any event, neither Party shall be liable to the other Party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other Party, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Party causing such damages.

8. Intellectual Property

8.1 Quan retains all intellectual property rights to the source and other codes of the constituent software of Quan. Quan's intellectual property also includes the amended versions, design, and structure of Quan, as well as all results of work that it has performed in connection with Quan.

8.2 Quan is the owner of the default content that is processed or stored in Quan.

8.3 Quan is entitled at any time to modify, replace, or provide the constituent software of Quan in another way subject to the new software to be consistent with the requirements and service provision of the Agreement. As far as the use of Quan is not affected, Quan does not need to give any prior notice or obtain any prior consent for this purpose in case the purpose is necessary and solely to maintain or improve the quality or functionality of the Quan.

8.4 Under this Agreement and throughout its duration, the Customer receives a license to the Services rendered by Quan and through its software, and does not receive a license to the software itself. The Customer may not modify, copy, lend out, license or sub-license the software, programs, or parts of the software or programs of Quan. The Customer also may not grant third parties access or rights of use to Quan in any way, except to the user and end user, unless this is in accordance with the nature, purpose, or function of the product concerned or if Quan has given prior written consent for this purpose. All rights relating to domain names ending in “quanwellbeing.com” vest fully in Quan.

8.5 The Customer agrees that Quan is regarded as the sole designer for the purpose of copyright in relation to all created concepts, designs, applications, and other work, in any form, relating to all frameworks, content and other data on the Quan Platform supplied by Quan.

8.6 The Customer shall retain all rights to all data provided to Quan. It is the Customer’s responsibility to ensure that prior to the end of the contract, all data is transferred, as Quan has the legal responsibility to remove all data afterward.

9. Confidentiality

The Parties agree that any Confidential Information, as well as the terms of this Agreement, shall be held in strict confidence by both Parties and may not be disclosed unless required by law, or with the prior written consent of the other Party.

10. Privacy

To the extent any data, content, materials, and other information exchanged between Quan and Customer is considered Personal Data, the Independent Controller Addendum to these Terms of Service shall apply.

11. General

11.1 Amendments and additions to the Agreement only apply if they have been agreed between the Parties in writing.

11.2 This Agreement and everything related thereto is subject to Dutch law. Disputes with respect to the Agreement or with respect to everything related thereto or that follows therefrom will be submitted to the competent court in Amsterdam, the Netherlands.

B. Service Level Agreement (SLA)

1. Definitions.

The following capitalized terms will have the definitions set forth below for this SLA:

1.1 “Business Days” Mondays through Fridays, excepting generally observed holidays in the Netherlands.

1.2 “Business Hours” at means from 9 a.m. – 5 p.m. CET/CEST on Business Days.

1.3 “SLA Force Majeure” means any act, event, or occurrence beyond Quan’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Quan’s suppliers, outages or issues with upstream providers or network carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

1.4 “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by Quan. Quan will provide Customer with reasonable prior notice of such Scheduled Downtime.

1.5 “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime.

1.6 “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Services, other than Scheduled Downtime. Unscheduled Downtime shall not include any period during which the Services are unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Service; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Services after Quan has advised Customer to modify its use of the Services, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or Quans, or anyone gaining access to the Services by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the Internet or any Third Party Hardware; (vii) any systemic Internet failures; (viii) network unavailability or Customer’s bandwidth limitations; (ix) Scheduled Downtime; or (x) SLA Force Majeure events.

1.7 “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:

System Availability = Total Monthly Time - Unscheduled Downtime / Total Monthly Time

2. System Performance

2.1 System Availability: Quan will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99% during each calendar month. The measuring point for System Availability is the availability of the Service at Quan's hosting provider's data center’s internet connection points.

2.2 System Monitoring and Measurement: The measuring point for System Availability is the availability of the Service at Quan's hosting provider's data center’s internet connection points. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of Quan. Quan’s records regarding System Availability will be final and each party agrees not to dispute such records.

3. Customer Requirements

Customer is responsible for: (a) the maintenance and management of its computer network(s), servers, and software, third party hardware and any equipment or services related to maintenance and management of the foregoing, (b) the configuration its systems in accordance with any instructions provided by Quan, as may be necessary for provision of access to the features and functions of the Service, including maintaining its network connections and telecommunications links for its systems to Quan’s data centers, and (c) the back up of all relevant existing data, software and programs. Customer can name up to five employees who can contact the Quan Support Helpdesk (“Designated Employees”). Customer must inform Quan immediately of any changes to the Designated Employees.

4. Response Times

Quan shall use commercially reasonable efforts to respond to (but not fix) incidents depending on the gravity, set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by Quan in its sole discretion:

Level of Gravity	Description	Target Response Time
1-Critical	Commercially critical situation which affects all Named Users including the accessibility of the system without any alternative solution to the problem.	Within 12 working hours
2-Urgent	Customer critical situation which affects a significant number Named Users (at minimum 100 Named Users), without any alternative solution to the problem.	Within 12 working hours
3-High	Serious situation in which important functions do not operate satisfactorily or problems in the performance which seriously affects the use of the Service. No alternative solution is available	Within 24 working hours
4-Other	Elementary technical and functional issues where an alternative solution is available.	Within 72 working hours

The stated response times are valid for emails sent to help@quanwellbeing.com during Business Hours. Due to the variable nature of incidents, Quan cannot provide definitive target times to resolve incidents.

5. Quan Support Helpdesk.

The Quan support helpdesk (“Helpdesk”) provides technical support and help on all Quan products and services. The Helpdesk is available, in English, for the Designated Employees and all AuthorisedAuthorized Users on Business Days. The Quan Support Helpdesk cannot be contacted by Customer employees other Designated Employees and AuthorisedAuthorized Users. The Helpdesk can be reached via Quan’s online ticketing service by e-mailing: help@quanwellbeing.com.

Quan shall use commercially reasonable efforts to make the Helpdesk available during the hours below and for the following subjects:

Helpdesk Hours	Response type
Business Days, from 9 AM to 9 PM.	Incidents, Problems, Changes and Service Requests.

The following topics are supported by the Helpdesk:
● System service interruption/outage;
● System service updates/maintenance;
● System service behaviourbehavior that is not in line with what the AuthorisedAuthorized Users expect;
● Support regarding functionality.

The following topics are NOT supported by the Helpdesk:
● Requests from third-party provider(s) of Customer;
● Networks, devices, servers and workstations managed by Customer;
● Requests regarding configuration and customization of Quan Services.

C. Independent Controller Addendum

Both Quan and Customer (each a “Party” or together, the “Parties") will act as independent Controllers of the Personal Data which is: (i) provided by Quan to Customer or obtained by Customer on behalf of Quan; or (ii) provided by Customer to Quan or obtained by Quan on behalf of Customer, and this Addendum sets out the terms applicable to the Parties Processing of such Personal Data.

1. Definitions and Interpretation

1.1. In this Addendum:

(a) “Customer Personal Data” means Personal Data provided by Customer to Quan or obtained by Quan on behalf of Customer.

(b) “Customer Systems” means the infrastructure managed by Customer for the Processing of Personal Data under this Addendum.

(c) "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process/Processing", and "Processor" and/or other similar terms and concepts shall have the meanings as defined in applicable Data Protection Laws.

(d) "Data Protection Laws" means the international, federal, state, and local laws relating to data protection or privacy of Data Subjects as applicable to this Agreement, including, including, but not limited to, (a) the EU General Data Protection Regulation 2016/679 (“GDPR”) including the applicable implementing legislation of each Member State (“EU GDPR”), (b) the UK Data Protection Act 2018 and the UK General Data Protection Regulation as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR” and together with the EU GDPR, the “GDPR”), (c) the Swiss Federal Act on Data Protection of 19 June 1992, (d) any other applicable law with respect to any Personal Data in respect of which either Party is subject to, and (e) any other data protection law and any guidance or statutory codes of practice issued by any relevant Privacy Authority, in each case, as amended from time to time and any successor legislation to the same.

(e) “Data Subject” means an identified or identifiable natural person.

(f) “EEA” means the European Economic Area.

(g) “Privacy Authority” means any competent supervisory authority, attorney general, or other regulator with responsibility for privacy or data protection matters in the relevant jurisdiction.

(h) “Quan Personal Data” means Personal Data provided by Quan to Customer or obtained by Customer on behalf of Quan.

(i) “Quan Systems” means the infrastructure managed by Quan for the Processing of Personal Data under this Addendum;

(j) “Standard Contractual Clauses” means (a) with respect to restricted transfers (as such term is defined under Data Protection Laws) which are subject to the EU GDPR and other Data Protection Laws pursuant to which the same have been adopted, the Controller-to-Controller Standard Contractual Causes, as set out in the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (currently available at: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en), as may be amended or replaced by the European Commission from time to time (the “EU SCCs”), and (b) with respect to restricted transfers subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses of 21 March 2022 (currently available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf), as may be amended or replaced by the UK Information Commissioner’s Office from time to time (the “UK SCCs”).

2. Compliance with laws and other matters

2.1 Both Parties will comply with the Data Protection Laws in connection with the Processing of CompanyCustomer Personal Data and Quan Personal Data pursuant to this Addendum.

2.2 The Parties acknowledge and agree that they will both act as independent Controllers for their respective Processing activities pursuant to this Addendum.

2.3 The Parties acknowledge and agree that, in connection with CompanyCustomer Personal Data or Quan Personal Data, neither Party will act as a Processor on behalf of the other Party, and that each Party is responsible for meeting their respective compliance obligations under the Data Protection Laws.

2.4 Where required, each Party will assist the other Party in complying with its obligations under Data Protection Laws, including, but not limited to, assisting each other with verifying the authenticity of Data Subjects and responding to Data Subject requests.

2.5 Each Party will promptly, and in any event within 24 hours of becoming aware of the same, inform the other of any reportable Personal Data Breaches impacting CompanyCustomer Personal Data or Quan Personal Data. The Parties will use commercially reasonable efforts to inform the other Party of reportable Personal Data Breaches under this Section 2.5 before informing the relevant supervisory authority and/or the Data Subject.

2.6 Both Parties have the right to choose their own Processors, for which each remains solely responsible.

3. Obligation of the parties

3.1 Quan Personal Data

(a) Customer agrees to Process Quan Personal Data in accordance with Data Protection Laws and only for the purposes as set out in the Agreement

(b). Without limiting its obligations under Section 3.1.a above, CompanyCustomer agrees to:

(i) respond promptly to all enquiries from Quan or from Data Subjects relating to the Quan Personal Data, and in particular shall action all requests from Data Subjects to exercise their rights under Data Protection Laws on request from either the relevant Data Subject or from Quan; and

(ii) not transfer Quan Personal Data outside the European Economic Area or other jurisdictions with similar adequacy requirements (“Restricted Transfers”), unless such transfer is authorised by Data Protection Laws, for instance if appropriate safeguards are put in place. Customer represents and warrants that it has Model Clauses in place that cover all Restricted Transfers.

(c) For the avoidance of doubt, Quan shall obtain, where required, consents from the Data Subjects for Customer to Process Quan Personal Data as directed by Quan to Quan’s subsidiaries, affiliates, or other companies under Quan’s control or to other third parties with which the Quan has a direct relationship (“Quan Affiliates”). Any processing activities by Quan Affiliates shall be the responsibility of Quan.

3.2 Customer Personal Data

(a) Quan agrees to Process Customer Personal Data in accordance with Data Protection Laws and only for the purposes as set out in the Agreement and/or for the execution of the Services.

(b) Without limiting its obligations under Section 3.2.a above, Quan agrees to:

(i) respond promptly to all enquiries from Customer or from Data Subjects relating to the Customer Personal Data, and in particular shall action all requests from Data Subjects to exercise their rights under Data Protection Laws on request from either the relevant Data Subject or from Customer; and

(ii) not transfer Customer Personal Data outside the European Economic Area or other jurisdictions with similar adequacy requirements (“Restricted Transfers”), unless such transfer is authorised by Data Protection Laws, for instance if appropriate safeguards are put in place. Quan represents and warrants that it has Model Clauses in place that cover all Restricted Transfers.

(c) For the avoidance of doubt, Customer shall obtain, where required, consents from the Data Subjects for Quan to Process Customer Personal Data as directed by Customer to Customer’s subsidiaries, affiliates, or other companies under Customer’s control or to other third parties with which the Customer has a direct relationship (“Customer Affiliates”). Any processing activities by Customer Affiliates shall be the responsibility of Customer.

4. Personnel Controls

Parties shall implement and maintain a reasonable procedure for conducting appropriate background checks for its personnel with access to Personal Data Processed under this Addendum. Parties shall only grant access to Personal Data Processed under this Addendum to its personnel who are bound to confidentiality and will require such personnel to attend security and privacy awareness training with regular intervals.

5. Technical Security Measures.

5.1 The Parties shall implement and maintain reasonable technical and administrative measures to protect Personal Data Processed under this Addendum, including, without limitation

(a) Malware control;

(b) Network-based intrusion detection; and

(c) Vulnerability management, including by means of infrastructure scans, application scans, external application vulnerability assessments, penetration testing, and containment and remediation procedures.

5.2 The Parties shall maintain incident management policies and procedures. In the event either Party becomes aware of a Personal Data Breach affecting Personal Data Processed under this Addendum, such Party will notify the appropriate legal and supervisory authorities and the affected Data Subjects in compliance with Data Protection Laws.

5.3 If either Party is contacted by a supervisory authority under the Data Protection Laws with respect to the Personal Data Processed under this Addendum and the obligations under this Addendum (each a “Request”), such Party will notify the other Party promptly and in any event within 48 hours of receipt of the same. Unless otherwise requested by the other Party within 5 days or receipt of notice, the first Party shall respond to, and answer, any such Request in a timely manner. Both Parties shall use commercially reasonable efforts to cooperate, in a timely manner, with the other Party in answering any such Request.

6. Miscellaneous

6.1 If any portion of this Addendum is found to be unenforceable, the remaining portion will remain in full force and effect.

6.2 Failure by either Party to enforce any portion of this Addendum will not be considered a waiver. Any amendment to, or waiver of, the terms set forth in this Addendum must be made in writing and signed by each of the Parties.

6.3 This Addendum may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one agreement.

7. Transfers out of the EEA

If either Party transfers Personal Data out of the EEA to the other Party in a country not deemed by the European Commission to have adequate data protection, such transfer will be governed by the EU SCCs Controller-to-Controller module, the terms of which are hereby incorporated by reference.

8. Transfers out of the UK

If either Party transfers Personal Data out of the UK to the other Party in a country not deemed by the UK Government to have adequate data protection, such transfer will be governed by the UK SCCs, the terms of which are hereby incorporated by reference. In furtherance of the foregoing, the parties agree that Tables 1 through 4 of the UK SCCs shall be satisfied.

Terms of Service