GENERAL TERMS

1. Background

1.1.       Qinematic is a limited liability company that develops and licenses health software and cloud-based services for the assessment, reporting and management of human movement. The services include recording and measurement of human movement, communication, and exercise and information resources for End-Users (also known as ‘Clients’ or ‘Health Seekers’) and health, fitness and wellness service providers (collectively called Health Service Provider organisations and Specialists working for them). The services operate through a digital platform, where people see their movement results and receive exercises to improve or maintain their movement by following generic or individualised instructions provided through the Service. The Service enables the End-User to interact with a Health Service Provider.

1.2.       Qinematic signs agreements with Health Service Provider organisations. Employees of Qinematic may also contact End-Users via the Service for administration and/or support.

2. General Terms and Conditions

2.1.       These General Terms and Conditions apply between Qinematic and each End-User of the Service and each Organisation using the Service. By joining or using the Service, the End-User and an Organisation agree to these General Terms and Conditions. By accepting these General Terms and Conditions, the End-User and an Organisation also confirm that they have read the information in these General Terms and Conditions.

3. Definitions:

3.1.       General Terms and Conditions
refers to these general terms and conditions.

3.2.       The End-User
refers to the natural person who registered as a user of the Service. They may also be referred to as the Client.

3.3.       Account
refers to the personal user-account that the End-User registers in order to use the Service.

3.4.       Qinematic
refers to Qinematic AB, corporate ID no. 556890-1903, based in Stockholm, Sweden.

3.5.       Health Service Provider
refers to a private or public organisation that is a health, fitness or wellness service provider or an individual health service provider acting on behalf of an organisation, often operating at facilities such as, but not limited to,  a health centre, fitness centre, sporting organisation, or occupational health service, which has entered into an agreement with Qinematic for the use of the Service and with whom the End-User communicates via the Service.

3.6.       Health Specialist
refers to a skilled natural person (‘Specialist’) who belongs to an Organisation that has subscribed to Qinematic’s software and with whom the End-User communicates via the Service. The Specialist is either employed by a Health Service Provider organisation, or is an individual sub-contractor acting on instructions from an organisation.

3.7.       Login Details
refers to the information that the End-User is assigned in connection with the registration of the Account and which is required to access the Service.

3.8.       Program
refers to an exercise regime designed by a Specialist for optimising human movement. The program is provided digitally via the Service. Some generalised suggestions may be suggested automatically by the Service based on answers to some questions posed by the Service.

3.9.       Service
refers to Qinematic’s digital software platform, through which the End-User can see their results and enter into a consultation with Health Service Providers and Specialists. The Service is provided by Qinematic via installed Software and Applications.

3.10. The Website
refers to the web pages owned and administered by Qinematic (including, but not limited to, www.qinematic.com and www.moovment.pro) and from which access to the Service is available.

3.11. The Software
refers to the installed health software used to record (‘Moovment Scan’) and display (‘Moovment Lab’) the performance of the End-User following a Moovment Scan.

3.12. The Application
refers to the native mobile application (‘Moovment.Pro’) for recording movement using a smartphone, and the web application ('Moovment Pro Portal’) from which the Service is available to the User.

3.13. Third-party Application
refers to software or services provided by a party other than Qinematic, including those where the rights belong to a party other than Qinematic or its group of companies and as such are described as a Third-Party Application under the General Terms and Conditions.

3.14. Third-Party Websites
refers to websites that belong to third parties and which are referred to on the Website or in the Application.

4. Service description

4.1.       The service consists of a digital software platform through which the End-User can get in touch with Health Service Providers or Specialists over the internet, to review the End-User’s results, receive a Program and to monitor progress. After the Program and/or the consultation period with a Specialist, the End-User has the option to continue to use the Service to keep a record of their results and to continue with self-management of their movement.

5. Program description

5.1.       Programs are designed by Health Service Providers and Specialists according to their own professional competence.  Qinematic offers instructions about use of the Service to Specialists. Moovment Academy International offers additional fee-for-service courses to Specialists and other movement enthusiasts. The content is based on scientific principles and insights from scan data. Programs can be modified through communication between the End-User and the Specialist.

5.2.       The Health Service Provider must accept a request from the End-User to engage in service delivery. The End-User is giving consent by making the request. The Specialist’s task is to guide and coach the End-User while the End-User is going through the Program.

6. Registration

6.1.       The Service is available to the End-User through a web application known as the Moovment Pro Portal (the ‘Portal’). Access to the Portal requires that the User has registered an Account on the Website or the Application and that the registration has been confirmed by Qinematic. Registration requires that the End-User accept these General Terms and Conditions. In connection with the End-User receiving confirmation from Qinematic by e-mail sent to the e-mail address specified by the End-User, the End-User enters into an agreement with Qinematic for the use of the Service. Qinematic uses two-step identification, or other identification options acceptable to Qinematic to ensure the End-User’s identity. In connection with the registration, therefore, the End-User must provide their name and contact details.

6.2.       Only legally competent natural persons from 16 years of age are allowed to independently register an Account. For children under the age of 16 years, consent is necessary for registration and needs to be provided by the holder of parental responsibility for the child. An account, or sub-account in the case of children, is personal and may only be used by the adult End-User personally. Multiple registrations under different Accounts are not allowed.

6.3.       Upon registration, the End-User guarantees that the End-User has the capacity to enter into binding agreements and that the End-User only provides correct, current and complete information that the registration requires. This data must be accurate and current in all respects. The End-User has a duty to keep the relevant information in their account updated and correct. If the information changes, the End-User must correct the information immediately. Qinematic has the right to unilaterally, at any time, refuse registration and change the criteria that apply to registering an Account.

6.4.       The End-User is assigned Login Details when they register. The Login Details, such as email address or password must be changed by the End-Users themselves, independent of Qinematic. The End-User is responsible for ensuring that the Account is used solely by the End-User, and the End-User therefore has a duty to keep the Login Details protected and not disclose them to unauthorised persons. End-Users must immediately notify Qinematic if any unauthorised party becomes aware of such information that the End-User is required to protect under this provision.

6.5.       The End-User has the option to delete their account at any time by logging in to the Portal and actioning the Delete feature. The data is deleted permanently. The End-User is responsible for ensuring that any reports from the Service are exported or shared with Third Parties that require such documentation, prior to deletion of an account.

6.6.       The agreement and these General Terms and Conditions apply as long as the End-User has an active Account. The Account is active until the day when (i) the End-User deletes their account, (ii) Qinematic blocks the End-User from the Service, or (iii) when the Service is closed by Qinematic for any other reason.

7. End-User responsibilities, usage and content

7.1.       By registering as an End-User, the End-User receives a non-exclusive, non-transferable and fully revocable right to access and use the Service in accordance with these General Terms and Conditions. The End-User is always obliged to follow the instructions provided by Qinematic for the use of the Service.

7.2.       The End-User guarantees that the Service will not be used in a manner or for purposes that are in violation of applicable law or these General Terms and Conditions. The End-User is responsible for all activities that take place within the scope of their Account. Qinematic assumes no responsibility for unauthorised access to the Account resulting from the End-User’s negligence.

7.3.       In accordance with applicable legislation, the End-User is personally liable for all materials and content generated by the End-User and which is made available by the End-User to other entities or third parties. The End-User is also responsible for ensuring that all material, except such material as provided by Qinematic, which is made available by the End-User through the Service, does not infringe upon any third party’s rights or breach applicable laws or is otherwise likely to damage any third party. The End-User shall indemnify Qinematic in the event that the End-User’s use of the Service entails liability for damages by Qinematic in relation to third parties or other End-Users.

7.4.       The End-User shall comply with the security regulations specified by Qinematic regarding the Service at any given time. Qinematic is entitled to amend the applicable security regulations at any time. The amendments will come into force immediately after they have been published in the Service. The End-User has a duty to continuously keep up-to-date regarding the current security regulations.

7.5.        In the event of misuse of the Service, the End-User will be obliged to compensate Qinematic for the damage incurred in connection with the abuse. The End-User shall also compensate Qinematic for the damage that arises as a result of the End-User using the Service in violation of applicable legislation or these General Terms and Conditions.

8. Service provision rights

8.1.       Qinematic does not guarantee any continuous, uninterrupted or secure access to the Service. The service may at any time be disrupted or affected by factors beyond Qinematic’ control. Qinematic offers no guarantees about the functioning or availability of the Service.

8.2.       Qinematic has the right to implement updates and new versions of the Service at any time to the extent that Qinematic finds appropriate. Qinematic also has the right, without prior notice, to make changes of any nature to the Service or to the manner in which the Service is provided.

8.3.       Qinematic has the right to take measures that affect access to the Service, if this is necessary, with regard to reasons such as technical, maintenance or security issues. In the event that the use of the Service seriously damages or risks causing serious damage to Qinematic, another End-User, the Health Service Provider, Specialist or a third party, Qinematic is entitled to immediately block access to the Service.

8.4.       Qinematic is entitled, at any time, to block the End-User from the Service if the End-User, according to Qinematic’s own judgement, is suspected of breaching the rules that apply for use of the Service or these General Terms and Conditions, or in any other way causes damage to Qinematic, the Health Service Provider, Specialist, another End-User or other person.

8.5.       In addition to what is stated above, Qinematic is entitled at any time to cancel, terminate or remove all or parts of the Service, including, but not limited to, specific functions or content of the Service and material made available in the Service by the End-User. Qinematic is not responsible for any direct or indirect damage that occurs as a result of the Service being changed, modified, terminated or restricted or that content or material in the Service is removed in any respect.

9. Third Party Applications

9.1.       In order to use parts of the Service, the End-User may be required to have access to such Third-Party Applications as Qinematic instructs. End-Users are independently responsible for performing installation and updates of such Third Party Applications as are required for the use of the Service, as well as guaranteeing that the use of Third Party Applications with which the Service is associated, occurs in accordance with the terms and conditions for using the third party application.

9.2.       Qinematic is not responsible for errors and does not guarantee the functionality of Third-Party Applications. Faults in Third-Party Applications shall be reported directly to the Third-Party Provider.

10. Intellectual Property Rights

10.1. Qinematic owns all rights, including intellectual property rights to the Service, including, but not limited to software and design, as well as all material and content generated in the Service. The End-User acquires no intellectual property rights to the Service or any of the material generated in the Service. All such material belongs to Qinematic, including material made available by the End-User. This means, among other things, that Qinematic remains the owner of all its intellectual property rights and distinguishing features, such as copyright, design protection, trademarks and other registered and non-registered rights. Nothing in the agreement shall be construed so that any of these rights is wholly or partly transferred to the End-User.

10.2. The End-User is not entitled to copy, reproduce, sell, license, distribute, modify, reverse engineer or otherwise make changes to the Service, nor make the Service, or parts of the Service, available to anyone.

11. Third-Party Websites

11.1. The Website or the Application may link to Third-Party Websites. Third-Party Websites are outside the control and responsibility of Qinematic. Qinematic is not responsible for the content of Third-Party Websites and is also not responsible for any damage that occurs in connection with the use of services found on Third-Party Sites.

11.2. Qinematic urges the End-User who visits Third-Party Websites to review the terms and privacy policy of those sites. Any use of materials, services or anything that is found on Third-Party Websites occurs at the End-User’s own risk.

12. Handling of Personal Data and Cookies

12.1. Refer to Qinematic’s personal data policy for Moovment Pro at http://www.moovment.pro for information on how the End-User’s personal data is handled and how cookies are collected in connection with the use of the Service.

13. Compensation and Payment

13.1. The End-User pays compensation to Qinematic for use of the Service. In some cases, the payment is made indirectly by a third-party payer, such as an employer, club, insurer or healthcare agency. In this case, this should be specified in connection with the End-User’s registration of the Account. The End-User is always obliged to pay compensation to Qinematic, and in the event that a third party no longer pays full compensation, the End-User must pay.

13.2. The remuneration to be paid by the End-User consists of the prices stated for the Service from time to time. Payment is made either by direct payment via the End-User’s account or credit card, or against an invoice or direct debit. If payment is made against an invoice, payment must be received by Qinematic no later than ten (10) days after the invoice date. If payment is delayed, interest on overdue payments will be incurred as specified in the Swedish Interest Rates Act (1975:635). Qinematic is also entitled to charge the End-User a reminder fee and collection costs.

13.3. When registering a direct debit, Qinematic’s compensation is deducted monthly, no later than the last working day of each month from the account specified by the End-User. The End-User is responsible for ensuring that, at the time of payment, there is cover on the account specified by the End-User. If there is no cover, Qinematic will instead issue an invoice for the unpaid amount in accordance with the conditions above.

13.4. In case of repeated delays or in the event of a significant delay in payment, Qinematic has the right to block the End-User from the Service.

14. Responsibility

14.1. The End-User understands that it is the Health Service Provider or Specialist that has contact with the End-User via the Service that is responsible for the actions and comprehension of the End-User, and never Qinematic. Qinematic provides no guarantees that any existing or potential ailments or risk for injury for the End-User’s will be adequately detected, communicated or managed by using the Service alone. The service is not intended to replace any other health assessment, recommendation or intervention that could be taking place, or should take place by a physical or remote consultation with a health professional. The End-User is independently responsible for seeking medical care or otherwise contacting alternative health services in case of illness or injury. The Service is also not intended for the treatment of acute injuries or diseases. Qinematic urges the End-User, in case of acute illness or injury, to contact the nearest hospital or other Health Service Providers directly. The End-User is independently responsible for all information provided to the Health Service Provider, Specialist and Qinematic.

14.2. Unless otherwise dictated by the circumstances, Qinematic is not obliged to pay compensation for, among other things but not exclusively, loss of income, loss of data or other direct or indirect damages and costs of whatever kind, that are directly or indirectly due to the End-User’s use of the Service, the material found in the Service or other End-Users’ use of the Service. The limitation of liability also applies to the End-User’s possible liability for costs incurred by third-parties.

14.3. Qinematic’ total liability for damages shall, except in connection with intent or gross negligence, be limited to three (3) times the ‘price base amount’ (Swedish ‘prisbasbeloppet’ as reported by the Swedish tax authority) that applies at the time when the damage occurs. In order to be valid, the End-User’s request for compensation must be made within two (2) months of when the damage was discovered or should have been discovered.

15. Force Majeure

15.1. With the exception of cases where a party has acted with gross negligence, a party is always exempt from liability for breaches of the agreement caused by events outside the party’s control, such as lightning strikes, fire, power outages, strikes, war, mobilization or extensive military call-up, requisition, seizure, state provision, measure adopted by a public authority, newly introduced or amended legislation, labour-market conflict and comparable circumstances.

16. Communication

16.1. The End-User accepts that all communications from Qinematic, including but not limited to messages and other information for the purpose of the Service, may take place electronically.

16.2. End-Users have the option to contact Qinematic, using the following information:

Visting address: Qinematic AB, Lahällsvägen 48, 183 30 Täby, Stockholm, Sweden

Email: info@qinematic.com and Telephone: +46 8 - 440 8790

17. Notifications

17.1. Qinematic has the right to send messages to the End-User through the Service. Such messages shall be deemed to have been received by the End-User in connection with Qinematic making the message available to the End-User in the Service. Notifications sent via the service usually trigger an email notification to the registered email. The End-User is obliged to ensure that the email address is correct and up to date.

18. Change of Terms

18.1. Qinematic reserves the right to amend or supplement these General Terms and Conditions at any time. Any changes will come into force no later than seven (7) days after the change has been published on the Website or the Application, or the End-User has been made aware of the change in some other way. The End-User is deemed to have accepted the new terms if use of the Service takes place after these seven (7) days have expired.

19. Governing Law and Disputes

19.1. These General Terms and Conditions shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.

19.2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.