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Stan General Terms and Conditions

Version 1.2 – October 2019

Definitions

The conditions below apply to the use of the Stan application by organisations that have concluded a licence agreement with Stan. The organisation that uses the Stan application does so subject to these conditions.

The following terms, names and meanings are used in these general terms and conditions, unless otherwise indicated:

Stan: the brand name that is used for Stan alerting, upscaling and emergency assistance facilitated by the technical alerting application, platform and website of Stan.
Stan Alert: a technical interactive application which is linked in the dispatch room for quick, flexible and qualification-oriented alerting and deployment of competent citizen responders with the aim of increasing the chances of survival of (cardiac arrest) victims in their direct vicinity by already starting resuscitation and/or first aid while awaiting the emergency services.
Citizen responder: a person who is registered with his/her specific qualifications in the database of Stan Alert with the intention of making themselves available in case of emergencies for resuscitation, AED deployment or other assistance that are in line with his/her qualifications.
Emergency: an unintended, undesirable situation or event that has an impact on the wellbeing, safety and / or stability of persons, community or society, in short on the quality of life and wellbeing (for example cardiac arrest situation).
Emergency location: a location in the direct vicinity of an alerted citizen responder where an emergency is occurring or has just occurred (for example cardiac arrest).
Other Party: every legal entity or any natural person acting on behalf of the legal entity to which Stan has made an offer or that has concluded an agreement with Stan.
Parties: Stan and the Other Party.

Article 1: General objectives and activities of the organisation

Other Parties that conclude a licence agreement with Stan have the right to use the Stan web-based application and platform. Within the context of upscaling within the system by quickly starting with first aid as a supplement to the regular care, Citizen responders can be alerted in a qualification-oriented manner during their working hours or leisure time at the moment an emergency occurs in their direct vicinity. The aim is to offer assistance more quickly and to keep providing support while awaiting the emergency services.
With its qualification-oriented alerting, Stan contributes to the optimisation and effectiveness of the professional emergency services in anticipating emergency situations to keep the negative impact thereof as limited as possible.
Stan Alert sends a fully automatically generated push message to available Citizen responders requesting them to provide support in case of an emergency (such as resuscitation or deployment of an AED).
Stan Alert is connected in the dispatch center and performs lightning fast push messages that are fully automatically generated.
A Stan Alert push message can be sent both during the day and at night, depending on the availability indicated by the Citizen responder.
Stan delivers bi-directional communication during the alerting and deployment process, which informs the dispatch center about the number of Citizen responders that go to the emergency location in response to the alert.
The average arrival time of the emergency services differs from area to area and may increase depending on the landscape character and population density in a region. Being able to anticipate immediately or within several minutes by starting resuscitating or giving first aid can reduce the impact of a situation for a victim, but also for relatives or bystanders.

Article 2: Scope and Applicability

These general terms and conditions apply to all offers and written agreements concluded by Stan with the Other Party and its performance.
The applicability extends to further/additional agreements that arise therefrom.
Applicability of the Other Party’s general terms and conditions is expressly excluded, unless otherwise provided for in the agreement.
The Other Party that has already concluded agreements previously with Stan is considered to have agreed tacitly to the applicability of these general terms and conditions to later agreements with Stan.
In case of a conflict, the provisions of the licence or other agreement between Stan and the Other Party prevail over these general terms and conditions.

Article 3: Intellectual Property

Organisations with a Stan licence are allowed to profile themselves as ‘Stan organisation’ or ‘Stan municipality’, if such contributes to the promotion of citizen assistance and supports the importance of it for society. The intellectual property rights and the right of use concerning the Stan brand are and remain the property of STAN BV.

Article 4: Offers and special offers

All offers and special offers issued by Stan are subject to a reply period of 30 (thirty) days, whereby the term of validity mentioned in the offer prevails over these general terms and conditions. Any request for extension of the decision-making period must be submitted to Stan within this term.
The costs of the Other Party arising from the preparation, formulation or elaboration of an invitation to make an offer can never be charged.
In the case of errors and/or uncertainties in documents provided by Stan, the Other Party will be obliged to notify Stan immediately.
A licence for the Stan application can be purchased upon request, whereby the prices are as notified at the time of purchase.
Stan reserves the right to adjust the prices and rates if circumstances give reason for doing so. It will announce this at least two months in advance. Later price changes do not influence the value of licences already purchased.
Prices in euros are only valid if the Other Party is established in the European Economic Area.
All prices are exclusive of turnover tax.

Article 5: Terms of delivery and general performance

The Other Party is obliged to provide in writing within the agreed term all relevant information that is important to Stan in connection with the performance of the agreement. If the Other Party fails to comply with the provisions above in this paragraph, the agreements concerning implementation cannot be executed or, as the case may be, the Other Party cannot use Stan’s services.
Stan has the right at all times to appoint one or more third parties charged with conducting the management of the activities to be performed within the context of the agreement.
The agreement is performed in mutual consultation between Stan and the Other Party.
The Other Party is obliged to keep and use with due care and only for the purpose of Stan’s activities and insure adequately all property belonging to Stan, which is not limited to the materials made available by Stan within the context of the performance of the agreement. This property continues to belong to Stan.
Stan has the right to reclaim its property at any time. The Other Party is obliged to arrange for full transfer at the first request without charging costs to Stan in that regard.
The Other Party indemnifies Stan against all possible claims from the Tax and Customs Administration and/or the executive organisation, which includes any interest and administrative fines that are owed regarding the obligations mentioned in this article.

Article 6: Extension and Termination of the agreement

An agreement, which includes additions/amendments to an existing agreement with Stan, is not concluded until it is accepted expressly and in writing by Stan.
An agreement that has been concluded for an indefinite period can only be terminated with due observance of a period of three months, unless otherwise provided for in the agreement.
If the (current) contract periode as agreed with the Other Party expires, it will be extended for the same period.
The starting point concerning the essay described in paragraphs 1 and 2 will always be that both parties want to continue the cooperation because of the importance of promoting citizen assistance in emergencies for societyd.
(The confirmation of) the termination must be made in writing and confirmed by Stan.
In the event of, but not limited to, a suspension of payment, bankruptcy, placement under guardianship, cessation or liquidation of the Other Party, the Other Party or a manager becoming involved in a scandal, and in the event the Other Party fails to comply with the agreement or fails to comply with it on time or Stan has good reasons to fear that the Other Party will not comply with its commitment; the Other Party fails to comply with the general terms and conditions; the Other Party offers a (private) composition to its creditors and/or an attachment is levied against the assets or capital of the Other Party, the Other Party will be deemed to be in default by operation of law and Stan will have the right at its discretion without any obligation to pay compensation and without prejudice to its other rights, and without requiring notice of default or judicial intervention, to terminate the agreement in whole or in part or to suspend further performance of the Agreement. In such cases, Stan has the right to claim immediate payment of what is owed to it.

Article 7: Payment conditions

All agreed prices are stated in euros, fixed and binding and exclusive of the turnover taxed payable in respect, but including levies, unless otherwise agreed in writing.
All payments are made by the Other Party to Stan, unless expressly agreed otherwise between the Parties, 30 (thirty) days after the invoice date.
If payment is not made on time, Stan will give the Other Party notice of default and the Other Party will be afforded a reasonable term to comply as yet and a new payment date is determined in consultation with the other party.
Stan will send the Other Party a sound invoice specified in accordance with its instructions, which complies with the Turnover Tax Act 1964, which states the Other Party’s possible reference.
Stan will charge collection costs and/or interest in case the Other Party does not pay on time.

Article 8: Conditions of use

The Other Party has the right to use the Stan application and related functionalities as it sees fit and have users carry out their roles via their accounts within the limitations set by Stan. However, all use must focus on alerting, deployment, upscaling and supporting emergency assistance/first aid provided by professional care providers and voluntary Stan service providers.
A person who wishes to participate in Stan as Citizen responder must be registered as such. Persons can register themselves using their own account via the website of Stan. The Other Party is allowed to register persons, but it is responsible for correct registration.
The Other Party is not allowed to perform activities that disrupt or interrupt the Stan application or the underlying hardware and software.
Unless otherwise provided for in the (licence) agreement, Stan has the right to limit the use of the Stan application if this use leads to unannounced and extremely large-scale use or a disproportionate burden on the Stan application or the underlying hardware and software.
If the situation described in the previous paragraph occurs, Stan will request the Other Party to implement appropriate measures. If this does not take place within a reasonable term or the Other Party does not respond to the request, Stan will have the right to implement measures itself such as removing stored data, throttling their data traffic or limiting or blocking access to the Stan application. Any related costs with respect to this Stan application are for the Other Party’s account.
A license for the Stan application is exclusively linked to the other party and cannot be transferred, converted or adapted.
Stan reserves the right to block or close down user accounts if it suspects unauthorised use or use contrary to these conditions and the (licence) agreement. Stan will notify its intention to do so in advance and afford the Other Party the opportunity to resolve the problem unless Stan cannot be expected within reason to await this.
Stan reserves the right to implement measures such as removing content or rendering it inaccessible if Stan considers that this content is manifestly contrary to Dutch law.
If Stan is obliged to do so in such situations pursuant to Dutch law, it will be authorised to make the personal data of the Other Party or users involved available to government authorities or injured third parties. Stan will consult in advance concerning the matters set out above with the Other Party unless this cannot be expected of Stan in view of the urgency of the case.

Article 9: Liability, indemnification, insurance and force majeure

Stan can only be held liable for a Stan application that technically does not function or that does not function properly.
However, this liability is limited to the direct loss resulting from the use of this application and to an amount that is equal to the total amount paid for licences for the application by the Other Party during the six months preceding the moment the loss occurred.
The Other Party is responsible for receiving and deploying alerted Stan citizen providers who arrive.
Regarding the deployment of Citizen responders, the Other Party must take out liability insurance for the consequences for volunteers.
The Other Party provides the equipment (for example AED) to the Citizen responders who have been alerted, if applicable and available.
Stan does not accept liability for the consequences of the actions of Citizen responders using the equipment when providing resuscitation or other first aid.
Stan will maintain its insurance for the consequences of its actions by taking out general business liability insurance.

Article 10: Availability and continuity of the Stan application

Stan will endeavour to guarantee the uninterrupted availability and a quick response time of the Stan application.
Stan can be reached by telephone and by e-mail, as stated under contact details on the website of Stan.
Stan has been designed with 100% fall-back at a separate location with an up-time of 2 hours in order to guarantee the continuity of the system in case of any complications.
Stan innovates and improves both the Stan application and its services on a continuous basis. This means that the shape and nature of the services may change, which is inherent in the product. Stan will notify substantial adjustments in a timely manner and take into account any feedback from the Other Party. The decision to implement an adjustment or not remains entirely Stan’s, however.

Article 11: Aftercare

If aftercare has been expressly included in the agreement with the Other Party, an aftercare process will be initiated for Citizen responders as agreed contractually with the Other Party.
Immediate aftercare is also initiated within 24 hours after the first time the Citizen responder contacted Stan by telephone.

Article 12: Confidentiality and privacy

The Other Party commits that it will observe strict confidentiality towards third parties concerning all forms of business information and knowhow that were provided to the Other Party regarding the (performance of the) agreement.
The Other Party furthermore commits that it will observe confidentiality concerning any other information that came to its attention during the performance of this agreement and which information is not generally known, such as the content of the agreement between Stan and the Other Party. The Other Party will return the information received at Stan’s first request free of charge.
Stan will only use or share the information sent or stored via the Stan application to implement the agreement concluded with the Other Party or if taking note thereof is unavoidable or necessary to improve the operation of Stan or if it is obliged to do so pursuant to an order issued by a competent authority. In such cases, Stan will endeavour to limit the inspection to a minimum and it will observe confidentiality with respect to the information it has taken note of. The aforementioned information will not be provided to third parties for marketing purposes.
The personal data of Citizen responders are processed via the Stan application. The Other Party guarantees by entering personal data that it has been authorised or has a legal basis for the processing via the Stan application and indemnifies Stan against claims from parties involved in that regard.
Stan only processes information that is needed to be able to provide, develop and improve its services, whereby it complies with the European General Data Protection Regulation (GDPR).
The nature of the personal data processed by Stan, the manner in which this is done and the manner in which this information is protected against its acquisition by third parties has been laid down carefully by Stan as included in the Stan privacy statement.
Stan acts as processor within the meaning of the GDPR and will only process the personal data of Citizen responders for the performance (including improvement) of its services to the Other Party or to contribute to the public interest and the promotion of citizen assistance in case of emergencies. This includes countering abuse and other cases in which processing is necessary for the performance of the (licence) agreements with the Other Party by Stan. In all other cases, Stan will request the consent of the Other Party before it processes personal data.
Stan implements adequate and appropriate technical and organisational security measures in accordance with the state of the art in order to provide sufficient guarantees for the security and maintenance of the confidentiality, integrity and availability of data. This also applies to the information to be added thereto, to be withdrawn and/or to be derived therefrom. Both input and output will be secured by Stan in accordance with the above against loss, theft or any unlawful and/or unauthorised form of processing. Stan will provide the Other Party with further information in this regard upon request.
In the unlikely event a data leak does occur, such will be resolved with the highest priority. In case of a data leak, Stan will notify the Other Party thereof as quickly as possible. This clause will be revised if future legislation concerning data leaks leads to a different or more far-reaching obligation for Stan and/or the Other Party.

Article 13: Applicable law, disputes, termination

All agreements concluded with Stan and to which these general terms and conditions apply are governed by Dutch law. The courts in Almere are competent with respect to all disputes that arise in connection with such agreements.
The parties have agreed that in case of disputes they will first consult with each other for the purpose of amicable consultation whereby they will use mediation if necessary, unless one of the parties indicates expressly that it does not wish to do so.
The Other Party will have the right to terminate the agreement extrajudicially in case of bankruptcy or a suspension of payment on the part of Stan.

Article 14: Amendments and Filing

The Other Party is not allowed to amend the agreement (as referred to in the offer or the special offer) unless expressly agreed otherwise in writing between Stan and the Other Party.
Stan has the right to amend these general terms and conditions unilaterally effective as from a date of amendment to be determined by Stan.
In case of amendment(s), the Other Party is notified by Stan on time of the new conditions and hereby declares in advance that it has agreed thereto, unless it notifies Stan of the contrary in writing within 30 (thirty) days after the date of the notification.
The amended general terms and conditions will be filed with the Chamber of Commerce and the Other Party will be notified thereof.