These are the Terms and Conditions of RNA Ventures B.V. established in Spanbroek, The Netherlands and registered with the Dutch Chamber of Commerce under number 95657312 (hereinafter: “RocketSim”).
- Hierarchy, and definitions
- These Terms apply to all Agreements concluded between RocketSim and the Customer.
- Definitions
-
The definitions of the terms written with a capital letter can
be found in this article and apply to all provisions of the
Terms.
- Account: the right to access to a user interface that Customer can use to manage and configure certain aspects of the Services, get insights in statistics, as well as the information stored by Customer.
- Agreement: an agreement concluded between the Customer and RocketSim on the basis of an approved Quotation of which these Terms form an integral part. This agreement may cover both the provision of the Services to Customers or to the (end) User.
- Customer: the legal person with whom RocketSim has concluded an Agreement for the provision of the Services.
- Customer Data: any data stored by Customer or individual Users of Customer by way of the Services or otherwise made available to RocketSim by Customer in the context of the Agreement.
- Documentation: all accompanying materials (whether in hard copy or in electronic format) supplied in connection with the Services, including any and all manuals, instruction guides, online documentation, any written materials accompanying the Services or other materials provided to Customer by RocketSim which describe the functionality and/or specifications of the Services.
- GDPR: General Data Protection Regulation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- Intellectual Property Rights: intellectual property rights of RocketSim or its licensors and which are part of or used for the execution of the Agreement, such as but not limited to intellectual property rights and related rights, such as copyrights, database rights, trade name rights, trademark rights, design rights, related rights, patent rights, as well as rights to know-how.
- License Scope: the volumes (e.g. number of Users), and/or other limitations that apply to the use of the Services, as specified in the Agreement
- Party or Parties: RocketSim and Customer together or separately
- Price List: the price list for the provision of the Services as listed on the website of RocketSim (rocketsim.app).
- Quotation: any offer or quotation from RocketSim, as listed on the website of RocketSim (rocketsim.app), in the context of the provision of the Services in the context of the Agreement.
- Services: the services and activities that RocketSim will provide to the Customer, as specified in the Agreement/Quotation, which shall in any event include the provision of the RocketSim App.
- RocketSim App: a developer tool designed to enhance app development experiences provided by RocketSim to Customer and individual Users of Customer, as described in the Quotation, that RocketSim makes available to Customers and Users.
- Supervisory Authority: the Dutch authorities that supervise the way in which the Parties comply with their legal obligations under the law, such as, but not limited to the Autoriteit Persoonsgegevens.
- Terms: these terms and conditions.
- User: the natural person who uses the Services on behalf of the Customer.
-
The definitions of the terms written with a capital letter can
be found in this article and apply to all provisions of the
Terms.
- Hierarchy, and definitions
- Any terms or conditions introduced by the Customer, which diverge from or are not included in these Terms, will be considered binding upon RocketSim solely if and to the extent that RocketSim has explicitly accepted those terms or conditions in writing.
-
In the event of conflicting provisions within the Agreement,
these Terms, or any Appendices hereto, the following hierarchy
shall be observed:
- Agreement / Quotation;
- Price List;
- these Terms
- Data processing agreement
- other Appendices.
- These Terms have been translated from Dutch into English. In the event of any discrepancies or conflicts arising from the translation into English, the Dutch version of the Terms shall prevail for interpretation and enforcement.
- Conclusion of the agreement
- RocketSim’s offers and Quotations are non-binding and without obligation to contract, even when a validity period is specified.
- The Agreement is formalized when the prospective Customer accepts RocketSim’s offer or Quotation, provided that RocketSim subsequently confirms the conclusion of the Agreement.
- Contrary to the provisions of article 6:225, paragraph 2, of the Dutch Civil Code, RocketSim shall not be bound by an acceptance from a prospective Customer if the acceptance diverges from the content of the original offer or Quotation of RocketSim. RocketSim will only be obliged to adhere to any such deviating terms if expressly agreed thereto.
-
RocketSim is not obliged to accept a request for a Quotation or
the acceptance of the prospective Customer due to grounds such
as, but not limited to:
- the absence of necessary information or documents, including, unless otherwise specified, at least a copy of a valid, lawful means of identification, in the case of representation, sufficient proof of the power of representation, such as an extract from the Chamber of Commerce or legally signed authorization;
- any errors in the offer or Quotation issued by RocketSim;
- legal incapacity of the Customer.
- If a request or acceptance is rejected by RocketSim, RocketSim will notify the prospective Customer in writing or electronically within fourteen (14) days of receipt of the request or acceptance. Refusal or no response by RocketSim never leads to liability for damage, directly or indirectly caused by it.
- Any general (purchase) conditions stipulated by the Customer shall not be part of any Agreement between the Parties.
- Execution of the Agreement
- After the Agreement is concluded, RocketSim will execute it to the best of its abilities, applying due care and craftsmanship.
- The Customer is obligated to take all reasonable and necessary actions to facilitate the timely and accurate execution of the Agreement. This includes, but is not limited to, ensuring that all data that RocketSim deems necessary or that the Customer should reasonably understand as necessary for performance of the Agreement is provided to RocketSim promptly.
- Delivery terms specified or communicated by RocketSim always have an indicative scope, unless it is expressly indicated that it concerns a deadline. RocketSim is, even with an agreed deadline, only in default after receiving a written notice of default from the Customer.
- The provision of the Services are considered to be in compliance with the Agreement if RocketSim does not receive any comments or complaints, specifically in the form of a written report on reproducible defects, from the Customer within seven (7) calendar days following the delivery of the Services. In the case of defects related to the Services, RocketSim will diligently work to rectify them within a reasonable timeframe.
- Duration and termination
- The Agreement is entered into for the duration an as indicated in the Quotation. Unless otherwise agreed, the Agreement commences on the day the Agreement is concluded.
- If the term of the Agreement is not specified in the Quotation, it shall be deemed to have been entered into for a period of twelve (12) months.
- Unless otherwise agreed, in the absence of a termination notice that the other Party has reached at least thirty (30) days before the end of the then applicable term, the Agreement shall be tacitly renewed by terms equal to the initial term until terminated. The Customer is not permitted to terminate the Agreement in the interim.
-
RocketSim is entitled to terminate (opzeggen), dissolve
(ontbinden) or suspend (opschorten) the Agreement in its
entirety or in part, with immediate effect, and without prior
notice of default. Such actions will be carried out in writing,
without the need for judicial intervention, and without any
obligation to provide compensation, excluding RocketSim’s right
to seek damages, loss of profits, and interest, in the following
situations:
- the Customer fails to meet its obligations under the Agreement, either partially or within the designated time frame, including but not limited to the stipulations of Article 9.1;
- due to the Customer's delay, RocketSim can no longer be reasonably expected to fulfill the Agreement under the initially agreed terms;
- the Customer files for a suspension of payments, applies for bankruptcy, or is declared bankrupt;
- any portion of the Customer's assets is subject to seizure.
- The Customer is entitled to terminate (opzeggen) the Agreement with immediate effect, without judicial intervention, in writing and without any obligation to pay compensation or damages, if RocketSim files for suspension of payments or is declared bankrupt.
- If the Agreement is terminated (opzeggen) or dissolved (ontbinden) on the grounds referred to in section 6.4 RocketSim’s claims against the Customer are immediately due and payable.
- If Rocket Sim suspends (opschorten) its obligations, it retains its rights under applicable law and the Agreement.
- In the event of termination (opzeggen) or dissolution (ontbinden) of the Agreement, for whatever reason, RocketSim shall be entitled to terminate or cancel the (access to) the Services and any Accounts associated with that Agreement immediately after the date on which the Agreement expires and to delete or make inaccessible all data stored in RocketSim’s systems on behalf of the Customer. RocketSim is not obliged to provide the Customer with a copy of this data on its own initiative. Before termination in accordance with the Agreement, the Customer may request a copy of this data.
- Termination (ontbinden) of the Agreement by the Customer shall not have retroactive effects, and no obligations to reverse actions (ongedaanmakingsverbintenissen) shall arise.
- In the event of a legally valid termination (opzegging) of the Agreement, RocketSim will make every effort, in accordance with the Agreement, to facilitate the transfer to another service provider at the request of the Customer. The Customer must submit this request before or at the time of termination (opzegging). For such cooperation, RocketSim will apply its prevailing hourly rate to the Customer. Additionally, all other expenses related to the transfer to another service provider shall be borne by the Customer.
- RocketSim App License
- In consideration of the fees as specified in the Agreement and if and insofar agreed between the Parties in the Agreement, RocketSim grants Customer a non-exclusive, non-transferable license for the use of the Services for the duration of the Agreement for its internal business purposes and in accordance with the License Scope. The license shall, unless agreed otherwise, become effective from the effective date of the Agreement.
- Notwithstanding anything stated to the contrary in the Agreement, Customer is expressly not permitted to access all or any part of the Services, in order to build a product or service which competes with the Services.
- In the event that Customer exceeds or is likely to exceed the License Scope, RocketSim, may charge additional costs based on the then applicable rates of RocketSim.
-
The rights provided under this
Error! Reference source not found.are granted to Customer only and shall not be considered granted to any subsidiary or holding company of Customer, unless expressly agreed otherwise.
- Accounts
- To access and use the Services, the Customer will be provided with an Account and asked to provide login information (a unique username and password) after conclusion of the Agreement.
- The Customer is obliged to use any Account made available by RocketSim in a careful manner and to keep its login information secure and strictly confidential. RocketSim has the right to assume that all acts performed following authentication of the Account has been performed under the supervision and with the approval of the Customer. The Customer is obliged to notify RocketSim immediately if it suspects abuse of and/or unauthorized access to its Accounts.
- Rules of use
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Customer shall not use the Services provided to it for any
purpose that:
- is libelous, defamatory, insulting, racist or discriminating, or incites hate;
- infringes third-party rights, in any case including but not limited to intellectual property rights;
- violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without permission or necessity, or repeatedly harassing third parties by providing them with unsolicited communications;
- involves hyperlinks, torrents or similar information of which Customer is aware or should be aware that it refers to material that infringes third-party rights;
- is otherwise illegal or causes damage or injury to any person or property.
- Customer will refrain from obstructing other customers or internet users or inflicting damage to the Services. Customer is prohibited from starting up processes or programs via the Services or otherwise of which Customer is aware or can reasonably assume that these will obstruct or inflict damage on RocketSim, other customers or internet users.
- Customer will be responsible for the activities of anyone who Customer allows to use the Services. Customer is also responsible for ensuring that its Users comply with the Agreement with respect to the use of the Services. Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of the Services and in the event of any such unauthorized access or use, promptly notify RocketSim.
- Customer bears responsibility for its Users. Any damage or loss caused by a User will be recovered from Customer.
- RocketSim reserves the right (but has no obligation thereto), without liability or prejudice to its other rights to Customer, to disable Customer’s and/or the Users’ access to the Services if Customer breaches the provisions of this article.
-
Customer shall not use the Services provided to it for any
purpose that:
- Support
- RocketSim may provide Documentation relating to the Services through docs.rocketsim.app, intended for troubleshooting and general usage support. RocketSim may assume that Customer and its Users will first consult any Documentation before contacting the helpdesk. RocketSim may refer Customer and its Users back to the Documentation if it is of the opinion that the question or request can be solved by means thereof.
- RocketSim will provide a reasonable level of remote support with regard to the Services during Office Hours. Such support will be offered by e-mail through support@rocketsim.app.
- RocketSim will apply all commercially reasonable best efforts to respond to any question or request submitted through the helpdesk as quickly as possible but cannot give any guarantees in this respect. The time required for the processing of support requests depends on the nature and complexity of the matter at hand.
- Maintenance
- RocketSim may from time to time add or change functionalities of the RocketSim App and/or Services. Suggestions and feedback of the Customer are welcome, but ultimately RocketSim decides which functionality will be added or changed.
- RocketSim shall announce changes to the RocketSim App and/or Services through it’s changelog in the Mac App Store.
- API’s
- In providing tthe Services to Customer RocketSim uses API’s of third parties to integrate different functionalities into the Services. If and to the extent – for whatever reason – these API’s are no longer supported RocketSim has the right to remove the corresponding features from the Services, without the possibility of termination by the Customer and without any obligation to provide compensation to Customer.
- Customer Data, privacy and data protection
- Customer shall own all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data. RocketSim receives a limited license to use the Customer Data for the purpose of providing the Services, including any and all future aspects thereof.
- To the extent that Customer Data contains personal data within the meaning of the GDPR and such personal data is processed by RocketSim under the Agreement (e.g. within the context of provision of the Services), RocketSim acts as processor and Customer as controller within the meaning of the GDPR. In this case, the Parties will agree upon a separate data processing agreement. In the event Customer is a processor, RocketSim shall be deemed a sub-processor.
- RocketSim shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by Customer or any third party (except those third parties sub- contracted by RocketSim).
- If the Agreement is terminated, regardless of the reason for such termination RocketSim will destroy or delete Customer Data as soon as reasonably possible.
- Prices and Payment
- Unless expressly stated otherwise, all prices mentioned by RocketSim are exclusive of sales tax and other levies imposed by the government.
- All prices in any offer or Quotation are subject to potential programming and typographical errors.
- If a price is based on information provided by the Customer and this information proves to be incorrect, RocketSim has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
- Periodic amounts may be charged in advance by RocketSim, unless otherwise agreed.
- Where the Agreement mentions "the applicable hourly rate" or "applicable rates" or words to the same effect, the then current hourly rates of RocketSim are meant.
- Unless otherwise agreed, by entering into the Agreement, the Customer grants an authorization to RocketSim to automatically collect the amounts owed by the Customer from the Customer's bank account or credit card.
- The Customer shall always ensure a sufficient balance in the bank account or sufficient credit space on his credit card intended for direct debit. If no debit can take place, the Customer must pay the amounts invoiced by RocketSim by other means before the end of the expiry period.
- The expiry period is thirty (30) days after the invoice date, unless otherwise stipulated in the Agreement.
- RocketSim is entitled to increase the prices used in this Agreement at any time. RocketSim will notify the Customer at least two (2) months in advance. In the event of a price increase, the Customer has the right to terminate the Agreement, subject to a notice period of one (1) month.
- RocketSim is entitled to increase the prices used in this Agreement annually, during the month of January, by a maximum percentage of 5%, without the possibility for the Customer to terminate the Agreement. Prices can also be increased by RocketSim at any time if the rates of suppliers of electricity, data center, software and (public) cloud solutions increase. Foregoing without the possibility for the Customer to terminate the Agreement, subject to a notice period of one (1) month.
- If RocketSim wishes to reduce the applicable prices and rates, RocketSim is entitled to implement this reduction immediately, without the possibility of termination by the Customer.
- RocketSim may set a maximum of the (quantitative) quantities, such as data traffic, CPU, memory, storage, and power per month, that the Customer may use in the context of the Services. If the maximum is exceeded, RocketSim may conclude the Services or charge additional costs, in accordance with the applicable rates, insofar as this is not further specified in the Agreement. RocketSim shall bear no liability for consequences of not being able to send, receive, store, or modify data if an agreed limit for storage space, CPU, memory, storage, or data traffic is reached.
- In the absence of payment from the due date of the invoice, the Customer is in default by operation of law, without a prior notice of default being required. RocketSim is then entitled to charge the Customer the entire amount due, as well as the interest calculated from the due date on the amount due at 1% per month, or, if higher, the statutory commercial interest.
- Without prejudice to the above, all costs associated with the collection of outstanding claims – both judicial and extrajudicial (including costs for lawyers, bailiffs, and debt collection agencies) – will be borne by the Customer. RocketSim is in any case entitled to charge an amount of extrajudicial costs equal to 15% of the outstanding amount, with a minimum of EUR 250 (two hundred and fifty euros).
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RocketSim has the right to suspend and/or temporarily block the
use of the Services if:
- the Customer withdraws its authorization for payment, as mentioned in article 14.6;
- the Customer repeatedly fails to pay the invoices submitted by RocketSim on time;
- there is a deterioration in the solvency of the Customer that gives rise to reasonable doubts about the ability to pay and the creditworthiness of the Customer;
- abuse or improper use of the Services has been detected;
- the Customer acts contrary to its obligation under the Agreement.
- RocketSim may charge an administration fee for blocking and possible unblocking. The Customer remains liable for any amounts due periodically during the suspension of the Services.
- The Customer is not entitled to set off any payment obligation incumbent on the Customer against any claim against RocketSim for any reason whatsoever.
- RocketSim is entitled to set off the claims of the Customer against RocketSim, for whatever reason, against the claims from RocketSim against the Customer claims, for whatever reason.
- If RocketSim has reasonable doubts about the fulfilment of the Customer's payment obligations, RocketSim is entitled to require a bank guarantee or personal guarantee, or to demand a deposit. The amount thereof shall not exceed the amount that the Customer will (likely) owe for six (6) months.
- Intellectual Property Rights
- Customer acknowledges and agrees that RocketSim and/or its licensors own all Intellectual Property Rights in and to the RocketSim App, the Services, Documentation and other materials provided, unless and to the extent expressly agreed otherwise by means of signed instrument. Customer is not permitted to remove or alter any statement concerning copyright, trademarks, trade names or other Intellectual Property Rights from the RocketSim App, the Services and/or the Documents. Customer is not permitted to use or request domain names identical to or that confusingly correspond to any object that is subject to any Intellectual Property Right belonging to RocketSim and/or its licensors.
- Customer and Users are not entitled to make changes to the RocketSim App, the Services, the Documentation and any other materials provided by RocketSim and are not entitled to a copy of the source code, except as permitted by mandatory law or otherwise agreed. Customer and Users are not permitted to retrieve the source code by means such as reverse engineering or decompilation.
- RocketSim may take (technical) measures to protect the RocketSim App, the Services, the Documentation and any other materials. Where RocketSim has taken such security measures, Customer and Users are not permitted to circumvent or remove such security measures.
- In providing the Services RocketSim has the right to use third-party software and components, including open-source software.
- Liability
- RocketSim’s liability for any damage incurred by Customer due to a breach of RocketSim's obligations under the Agreement, including warranty obligations, or due to an unlawful act committed by RocketSim, its employees, or third parties engaged by RocketSim, is limited to an amount equivalent to the fees paid by the Customer to RocketSim under the Agreement in the six (6) months preceding the damaging event (excluding VAT), per event or related series of events. However, the total compensation for damages shall not exceed 5.000 euros per event or 25.000 euros per year (excluding VAT).
- RocketSim’ maximum liability for damages resulting from death, personal injury, or material damage to goods shall not exceed 500.000 euros per damaging event, with a related series of events considered as a single event.
- The limitations of liability specified in the Agreement, including these Terms, do not apply if the damage is the result of RocketSim’s management's intent (opzet) or deliberate recklessness (bewuste roekeloosheid).
- RocketSim cannot not be held liable for damages caused by or associated with third- party software applications or for damages resulting from the use of applications in violation of license terms or for purposes not intended by the application in question.
- RocketSim’s liability due to a culpable breach of the Agreement arises only if the Customer promptly and accurately notifies RocketSim in writing of the breach, specifying a reasonable period for remedying the breach. If RocketSim fails to provide a proper remedy before the expiry of this period, the Customer's right to seek compensation shall arise. The notice of default must provide a detailed description of the breach for RocketSim to respond effectively.
- The Customer must report any damages to RocketSim in writing within fourteen (14) days after the damages were discovered or could reasonably have been discovered; failure to do so will result in the forfeiture of the right to claim compensation.
- The Customer shall indemnify and hold RocketSim harmless against all claims from third parties arising from the Agreement, providing full indemnity to RocketSim. This indemnification also includes claims related to the Customer's failure to fulfill its obligations and those of third parties, including Users falling under the Customer's responsibility and Supervisory Authorities.
- Malfunctions and Force Majeure
- Neither Party is obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.
-
Force majeure for RocketSim refers to any circumstance beyond
RocketSim’s control that prevents the fulfillment of its
obligations to the Customer, either in whole or in part, or
makes it unreasonable to expect RocketSim to fulfill these
obligations. This applies regardless of whether the circumstance
was foreseeable at the time of entering into the Agreement. Such
circumstances include, but are not limited to:
- emergency situations (e.g., extreme weather conditions, fire, and lightning strikes);
- failures in telecommunications infrastructure and the internet that are beyond RocketSim’s control, including (D)DoS attacks;
- disruptions in the (power) infrastructure of third parties located outside the data center;
- shortcomings by parties on whom RocketSim relies for the provision of the Services;
- defects in any business, equipment, software, or materials that the Customer has specified for RocketSim to use;
- pandemics;
- government measures.
- If a force majeure situation lasts longer than four weeks, each of the Parties has the right to terminate (ontbinden) the Agreement in the interim. In that case, what has already been performed on the basis of the Agreement will be settled proportionately, without the Parties owing each other anything (geen ongedaanmakingsverbintenissen).
- The Customer is not entitled to any (damage) compensation in the event of force majeure.
- Confidentiality
- The Parties shall treat information provided to each other before, during, or after the execution of the Agreement as confidential, especially when such information is marked as confidential or when the receiving Party is aware or should reasonably be aware that the information was intended to be kept confidential. Both Parties shall extend this obligation to their respective employees and to third parties engaged for the execution of the Agreement.
- RocketSim will not access data stored and/or transmitted through RocketSim’s systems by the Customer, unless such access is necessary for the proper execution of the Agreement or is required by legal obligations or a court order. In such cases, RocketSim will make every effort to limit access to the data as much as possible, within its capacity.
- The confidentiality obligation will continue to apply even after the termination of the Agreement, irrespective of the reason for termination, and for as long as the providing Party can reasonably argue that the information remains confidential.
- Amendment and third-party terms
- RocketSim reserves the right to unilaterally modify or supplement these Terms except for the agreed rates. These modifications also apply to pre-existing Agreements. Contractual changes take effect for existing Agreements thirty (30) days after notifying the Customer through electronic notification. Minor changes, changes required by law, and changes benefiting the Customer can be made at any time.
- If the intended change(s) significantly affects the Services or the position of the Customer, the Customer may terminate (opzeggen) the Agreement, provided that the notification to this effect has been received by RocketSim before the date on which the change takes effect. The Customer has no right to compensation for damage caused directly or indirectly by the modification of the Services.
- Products and/or services of third parties may be part of the Services. If that is the case, the (general) terms and conditions of the third party in question also apply to (the use of) those products and/or services.
- Transfer of rights and use of the Services by other parties
- The Customer is not authorized to transfer the rights and obligations under the Agreement to a third party, including through mergers or acquisitions in any form, without obtaining prior written consent from RocketSim.
- The Customer hereby grants RocketSim in advance, without requiring express consent from the Customer, the authority to transfer all or part of the Agreement, concluded between the Parties, to parent, sister, and/or subsidiary companies, or a third party in the event of a merger or acquisition. RocketSim will notify the Customer if such a transfer has occurred.
- If the Customer permits employees or third parties to use the Services their use will be considered as use by the Customer for the purpose of fulfilling the Customer's obligations. The Customer guarantees that the same obligations are imposed on these individuals or entities (whether legal or natural persons) as are imposed on the Customer, and the Customer is fully liable to RocketSim for their actions.
- Miscellaneous
- These Terms and all legal relationships arising from or related to it are exclusively governed by Dutch law.
- Unless mandatory laws dictate otherwise, all disputes arising from or related to these Terms shall be brought before the competent court of Noord-Holland, location Alkmaar.
- If any provision of these Terms is found to be null and void, it shall not affect the validity of the entire Terms. In such a case, RocketSim shall replace the void provision with a new one that aligns with the intent of the original provision to the fullest extent permitted by law
- Information and communications on the website of RocketSim are subject to programming and typing errors.
- The version of any communication received or stored by RocketSim (including log files) shall be considered authentic unless Customers provides evidence to the contrary.
- All legal claims of Customer under these Terms shall expire and lapse after one year, except where mandatory laws dictate otherwise. The one-year period commences from the day on which the performance of obligations under these Terms, becomes due and payable. The foregoing does not affect the applicable legal limitation period for any claims of RocketSim.
Last updated: April 9th, 2025