Terms of Service for Health Professionals

I. Purpose of this document

This document, including the data processing agreement (hereinafter the Data Processing Agreement), the Privacy Policy and the order form as applicable (the Agreement), provides the contractual framework for the provision of Services (as defined below) by Rosa to its professional clients for outpatient care. Rosa also offers services to hospitals under the terms of a specific hospital contract. For more information, please contact us at support@rosa.be. 

“Rosa” is Rosa ASBL, a non-profit organization established at Cantersteen 10, 1000 Brussels, with enterprise number 0745.832.604.  

II. The customer

To become a Client and benefit from Rosa’s Services, You must comply with the terms of this Agreement which may be updated from time to time, at Rosa’s sole discretion. During the entire course of the Agreement, a Client shall belong to one of the following categories of professionals: 

1. a health professional with a valid National Institute for Health and Invalidity Insurance (NIHII) (in French: l’Institut National d’assurance maladie-invalidité (INAMI)); in Dutch: het Rijksinstituut voor Ziekte- en Invaliditeitsverzekering (RIZIV)) registration number and a valid visa number issued by the Health Ministry (Visa); 
2. a health professional with a valid Visa; or
3. a health professional practicing a specialty recognized by the authorities and/or reimbursed by one or more mutualities, and other health professionals upon Rosa’s sole discretion and as communicated by Rosa. 

By signing up on Rosa or using the Services in any manner, You and, where applicable, the legal entity you represent (collectively, Client or You) accept these Terms and warrant that You have the authority to bind the Client to these Terms and have read and agree to be bound by the Agreement. You warrant that You have all necessary licenses, permits and consents to enter into and perform this Agreement.

If, during the Term of the Agreement, You cease to have all necessary licenses, permits and consents as described above, You must inform Rosa and, unless otherwise agreed in writing, this Agreement and Your access to the Services shall cease immediately. 

The Client is responsible for the use of the Services by itself and/or any of its Users (as defined below). Any obligation upon the Client or ‘You’ in these Terms, also extends to Your Users and You are responsible for ensuring that Your Users comply with those obligations, as applicable. 

III. Description of the Services: Free Forever and Adhering Members

The scope of the granted license is limited to the chosen plan and the additional packs (if any), as specified in these Terms of Service and the order form.

The services offered by Rosa (the Services) are described below and offered as part of the following plans: 

• Free Forever: When You join Rosa, You will automatically access the Free Forever plan (hereinafter referred to as Free Forever). You can find more details on what is included in our Free Forever plan in these Terms of Service and on our website. 

• Membership: ‘Membership’ refers to the program set up by Rosa that gathers individuals or entities that share Rosa’s goals, wish to support Rosa in achieving those goals, and commit to promoting Rosa (‘Adhering Members’). Adhering Members have access to more functionalities, as described in these Terms of Service and on our website.
  
  Adhering Members must meet the conditions of the Agreement, and pay the Membership Fee, as defined below.

Additional Packs: Subject to the content of the applicable plan, You can also request access to additional packs (Additional Packs), in exchange for an additional fee (Additional Fee). You can find more details on which Additional Packs are available in Your plan in these Terms of Service, on our website, and in the order form (if any). You can order Additional Packs by following the instructions via our online portal. These Additional Packs will be made available to You immediately upon Rosa receiving the payment of the Additional Fee. 

Any usage of the notion “Services” under these Terms of Service shall refer to the Services as applicable for the relevant plan and Additional Packs (if any).

The Services under each plan might evolve over time, depending on the choices of the development team and the feedback received from Rosa’s users. Rosa shall use reasonable commercial efforts to communicate these changes at a relevant time. 

A. Client Account and User Account

‘Client Account’ refers to the account created by an individual on behalf of the Client to allow the Client and any other professional under the Client’s responsibility (each a User) to access part or all of the functionalities of the Services in accordance with, and within the limits of, the Free Forever or Membership plan. 

Rosa may verify the identity of the Client and any User prior to the Client (and any of its Users) being able to use any or all of the Services. 

You shall verify the identity (including, where applicable, the professional qualification, authorizations and/or representations) of any User under Your responsibility. You are responsible for any information about Your Users and in the event of any error, inaccuracy, omission or fraud in the identification of any of your Users, including their professional qualifications, You remain responsible towards Rosa, patients and/or any third party, without prejudice to the own responsibility of Your Users. 

We reserve the right to request (i) proof of the measures You have taken to ensure the accurate and compliant identification of Your Users, and (ii) necessary information and documents to verify, or have verified by a third-party, the identity and qualifications of Your Users. You must ensure Your Users are available and cooperative for this verification process.

‘User Account’: refers to the account that each authorized User can create within a Client Account to access part or all of the Services in accordance with, and within the limits of, the Free Forever or Membership plan and under the responsibility of the Client.

Users are able to personalize and update their User Account (including, where applicable, setting up preferences, updating their Rosa Calendar, completing their Rosa Profile, etc.). 

Your obligations: You shall provide Rosa with accurate and complete information, in accordance with the law, Your ethical obligations, and any other professional rules as applicable to You. More specifically, You must:

• not create a false identity or usurp the identity of another person; 
• not erroneously claim a right to exercise a profession or specialty, likely to mislead Rosa or third parties;
• ensure that You have obtained all necessary consent or authorization prior to creating an account for another User or otherwise providing Rosa with information about another individual or entity;
• keep the information that You communicate to Rosa accurate, up-to-date and complete; and
• not create an account for another User, unless he or she has read and agreed to comply with these Terms of Service. 

If You provide Rosa with, or publish, inaccurate, obsolete, incomplete or misleading information, Rosa may, immediately and without notice or compensation, suspend or terminate Your Client Account or any of Your User Accounts and refrain You, or any of Your Users, temporarily or permanently, from accessing part or all of the Services. 

Security: Access to Your Client Account and/or User Account is secured. You are responsible to keep Your credentials and/or password confidential and not to share them with anyone. You are responsible for the use of Your Client Account and/or User Account: any access to Your Client Account and/or User Account, use of the Services and transfer of data from Your Client Account and/or User Account is deemed to have been done by You and You must ensure to log out of Your Client Account and/or User Account after each session, especially if You are accessing Your Client Account and/or User Account from a shared or public device. If Your credentials get lost or stolen or if You suspect any illegal activity with Your Client Account and/or User Account, You must immediately contact Rosa at support@rosa.be and try to reset/change Your password. 

Rosa’s support staff may, from time to time, temporarily log in to Your Client Account and/or User Account in order to maintain Rosa’s Services, including to provide You assistance with technical issues.

B. Rosa Profile

‘Rosa Profile’ refers to the web page available on rosa.be containing information about a certain Client or, as applicable, User (a Practitioner) and from which a patient can, where applicable, book an appointment online. 

Practitioners can create and publish a Rosa Profile. Rosa makes those Rosa Profiles searchable by the name of the relevant Practitioner or Group Practice. Only certain specialties are searchable, as specified by Rosa on its website. 

Rosa shall have the right to identify any non-certified Practitioner (meaning a Practitioner whose practice of care is not recognized by the Belgian state) as such on that Practitioner’s Rosa Profile.

To create and publish a Rosa Profile, You undertake to:

• publish and maintain truthful, accurate, complete, and up-to-date information always in accordance with the law, Your ethical obligations, and any other professional rules as applicable to You. For the avoidance of doubt, Rosa will consider offering non-certified care through a profile marked by You as certified care a violation of this clause;

• use the various fields for the purpose for which they have been designed, as indicated by Rosa;
• obtain all necessary consent or authorization prior to publishing information about and/or images of another individual or entity; 
• not (artificially) publish information with the sole objective to optimize your ranking in Rosa’s search results at the detriment of other Practitioners; and
• not insert redirection links to any platforms, (directly or indirectly) competing with Rosa; 
• not to insert your specialty into the name field; 
• not to provide fictitious addresses.

You are responsible for the accuracy and completeness of Your Rosa Profile and that of any other Users within Your Client Account (if any). You are responsible for complying with the representations and rates (if any) indicated on Your Rosa Profile. 

To enable patients to book an appointment from Your Rosa Profile, You undertake to:

• publish a reasonably sufficient number of available appointments for existing and/or new patients;
• only publish availabilities that You can honor;
• honor appointments that have been booked through the Services or immediately inform the relevant patient if their appointment has been canceled or rescheduled.

You acknowledge and agree that Rosa shall not be responsible in case of cancellation of an appointment by a patient or if a patient does not show up. 

C. Rosa Calendar

‘Rosa Calendar’ refers to the online calendar system designed and developed for health professionals by Rosa. 

Rosa Calendar includes the provision of an online calendar (with functionalities varying depending on the plan and/or whether Additional Packs have been purchased), and a module for booking and managing appointments online. 

You may use the functionality to send an automatic notification by email to Your patients when an appointment is made, modified or canceled. Notifications include confirmation and reminders. 

You shall undertake to only allow automatic notifications to be sent in accordance with the law, Your ethical obligations, and any other professional rules as applicable to You. Rosa shall not be liable if Your patient does not receive a notification due to a reason beyond its control and Rosa declines all liability for any loss arising from, or otherwise linked to, Your use of the notifications feature.

D. SMS Reminders

For an Additional Fee, You may also purchase SMS packs to send SMS reminders to Your patients, as an Additional Pack.

Rosa shall not be liable if Your patient does not receive an SMS due to a reason beyond its control and Rosa declines all liability for any loss arising from, or otherwise linked to, Your use of the SMS packs.

You shall undertake to only allow Rosa to send SMS in accordance with the law, Your ethical obligations, and any other professional rules as applicable to You. 

E. Rosa eBilling 

‘Rosa eBilling’ is only available to specialist doctors and can only be accessed through Rosa’s external software partners providing the eBilling-services (“Software Partners”), according to their applicable terms and conditions. .

You acknowledge (i) that the functioning of the eBilling-services depends on services provided by the Software Partners and (ii) that Rosa cannot guarantee the error-free and continuous functioning of these eBilling-services and (iii) that Rosa shall not be liable for any damages resulting from the malfunctioning, errors, delays or other issues caused by or related to eBilling-services of such Software Partners.

Rosa eBilling system consists of 3 possible functionalities: 

• MDA
  MyCareNet MemberData web service (MCN MemberData WS or MDA) allows a health professional to consult information about the insurability (and derived rights) of a patient in order to carry out an invoice or to deliver products or services (the MDA Purpose). 

• eAttest
  With this method, the patient has to pay the full price upfront (the patient fee + the insurance fee) but doesn’t have to send the attestation to their Mutuality. When the eAttest is created, all the information is automatically sent to the Mutuality and the patient will be reimbursed automatically. 

• eFact
  When using this method, the patient only has to pay the patient fee, they don’t have to advance the insurance fee. It is Your responsibility to send medical attestations in batches to the Mutualities to get reimbursed. 

Both billing features, together with MDA, allow You to:

• create, sign, and send electronically medical attestations to the Mutualities, 
• monitor reimbursements; and 
• enter and track patient payments. 

Rosa:

• shall use commercially reasonable efforts to keep the information made available through the eBilling tool current and up-to-date;
• is only responsible to correct any error or omission that has been notified to it from time to time; and
• shall not be held liable for loss of data arising from, or otherwise linked to, Your use of these features or any delay in transmission. 

You:

• shall only use the MDA data for the MDA Purpose;
• acknowledge and agree that the codes and amounts made available to You through the eBilling tool come from a database developed and regularly updated by the NIHII (INAMI/RIZIV) and that only the NIHII is in charge of and responsible for (i) the codes and amounts made available via the eBilling feature; (ii) the services it administers and (iii) the processing of the attestations transmitted to it; and
• are solely responsible for Your use of the eBilling tool (including but not limited to, submitting the attestations on time) and the information made available to You through the eBilling tool (including but not limited to, the MDA data and the use of the correct codes) and You should verify that information prior to any use.

F. Membership 

To become an Adhering Member, You need to create a Client Account and follow the instructions via our online portal. Your Membership is valid for one year and is renewable indefinitely. 

An Adhering Member is excluded, with immediate effect, if, at the reasonable discretion of Rosa, they no longer meet the conditions for membership (including serious disruption of Rosa’s activities) or if they harm or are likely to harm the interests or reputation of Rosa or any effective or Adhering Members; or if they do not pay their Membership Fee within a month of the start of a Renewal Period (as defined below). Additionally, Rosa may decide to suspend the use of any or all Services from the Membership plan by Adhering Members who are not up to date with their Membership Fee, without waiting for the reminder procedure to conclude; or are subject to bankruptcy or insolvency proceedings, or declare their inability to pay their debts. The Adhering Member will in that case switch back to the Free Forever Plan, without any Services (including Additional Packs) restricted to Adhering Members. 

The Membership Fee paid by a resigning or excluded Adhering Member are non-refundable and shall remain with Rosa.

An active, resigning, or excluded Adhering Member, as well as the heirs or successors of a deceased Adhering Member, have no rights to Rosa’s social funds. They cannot claim or request any statement, accounting, sealing, inventory, or reimbursement of any fees paid. They must return to Rosa all its property in their possession (if any) within a month of their resignation, exclusion, or death.

Integrations

If You request Rosa to use, install, customize, or integrate with, any third-party software or materials (Non-Rosa Products) in the performance of the Services, You represent and warrant that Rosa has the right to do so and You will indemnify Rosa against any third-party claim in that regard. 

Your use of any Non-Rosa Product is subject to a separate agreement between You and the third-party that provides the Non-Rosa Product. If You enable or use Non-Rosa Products in connection with the Services, Rosa will permit the Non-Rosa Product providers to access and use Your data as required for the interoperation of the Non-Rosa Product and the service (as required).     

Any Non-Rosa Product provider’s use of Your data is subject to the terms of any applicable agreement between You and the Non-Rosa Product provider. In any case, Rosa excludes all liability for any loss of any nature whatsoever incurred or suffered by You arising out of, or linked to, the integration with a Non-Rosa Product. 

Pursuant to this clause, additional fees may apply, subject to Rosa’s sole discretion and as set out in a (separate) order form.

H. Onboarding and Support

'Onboarding’: refers to the limited onboarding services provided by Rosa to all Clients at its own discretion, including a 1-hour call with one of our team members to assist new Clients with setting-up their Rosa Account and access to a publicly available knowledge base available here to assist existing Clients with the most commonly asked questions. 

‘Support’: refers to the support services provided by Rosa by email and/or phone to Adhering Members, in addition to the Support and in accordance with this section. 

Rosa shall perform Support:

• on any business days, during business hours; and
• in a timely, professional manner with the level of skill and care consistent with generally accepted industry standards and practices for similar services.

You undertake to cooperate in good faith to achieve satisfactory completion of the Support, including by providing timely assistance and other resources as necessary and/or as reasonably requested by Rosa to enable and ensure the performance of the Support.

Your sole and exclusive remedy and Rosa’s sole and exclusive liability for any breach of this Onboarding and Support clause will be the reperformance of the relevant support services.

IV. Professional secrecy

You understand and acknowledge that patient data is protected by law and that any individual who, by state or by profession, is in possession of secrets entrusted to them, must keep them secret (art 458 of the Criminal Code). Ethical obligations might also apply to You as to how patient data must be handled and protected. 

You are responsible for Your relationship with Your patients and for Your patients' data. More specifically, You shall:

• use the Services in accordance with Your legal and ethical obligations;
• protect Your devices and internet connection against unauthorized access by using appropriate security measures, such as physical security measures, strong passwords and, where available, enabling multi-factor authentication, protection against malware (such as viruses, spyware and ransomware) and firewall; 
• log out of the Services after each session, especially if You access the Services from a public or shared computer; and 
• not communicate to Rosa any patient data unless it is (i) strictly limited and as necessary for the performance of the Services; and (ii) in a way that is secured (as agreed with Rosa).

V. Content moderation

Rosa has no general obligation to monitor Your content. However, Rosa reserves the right to perform voluntary checks at its own discretion to identify and assess content that may be illicit or inconsistent with these Terms. Rosa will not be liable for the accuracy, correctness and completeness of Your content uploaded in the framework of the Services 

Rosa provides a mechanism for reporting potentially illicit content via an electronic notification system, accessible through the ‘Report illicit content' link in the footer of the https://pro.rosa.be/ website. Additionally, competent authorities may notify Rosa of suspected illicit content.

Each notification will be reviewed by Rosa, and Rosa will inform the notifying party or authority of its decision, including whether or not action will be taken regarding the reported content.

In the event that illicit content or content inconsistent with these Terms is identified, Rosa will take appropriate measures in accordance with Section XIV ‘Incident response measures’ of these Terms.

Rosa may suspend the processing of notifications from individuals who frequently submit manifestly unfounded reports, but such suspensions will be preceded by a warning and will be for a reasonable period.

Rosa has established an internal complaints handling system allowing You to submit a complaint and request a review of decisions, free of charge, in the following cases:

• If Rosa has taken measures based on Your content being illegal or non-compliant with the Terms; or
• If You have submitted a notification via the electronic notification system and Rosa has decided not to act on it.

Complaints must be lodged within one (1) month from the date of notification of Rosa's decision. Rosa will handle complaints in a timely manner.

If a complaint reveals that Rosa's measure or decision is unfounded, Rosa will, if technically feasible and reasonable, reverse the contested measure or decision as soon as possible.

For other complaints, you may contact Rosa’s support team at support@rosa.be. 

VI. Personal data protection 

Each party shall comply with the applicable data protection laws.

You may use the Services provided by Rosa to collect, store, disclose or otherwise process personal data about You (which, for the avoidance of doubt, includes any of Your Users) and about Your patients. You are responsible for processing such data, and Rosa supports You as a data processor in the conditions described in the Rosa Data Processing Agreement. 

In addition, Rosa processes personal data about You and other categories of persons, for Rosa’s own purposes. The detailed conditions for processing such personal data are described in Rosa’s Privacy Policy. 

Both the Rosa Data Processing Agreement and the Rosa Privacy Policy are part of this Agreement between You and Rosa.      

If any changes or prospective changes to the data protection laws result or will result in one or both parties not complying with the data protection laws in relation to the processing of personal data carried out under these Terms of Service, then the Parties shall use their best endeavors promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

VII. Public Profiles without consent  

Rosa believes that data about You should be under Your control. This is not always the case as some companies use Your personal data without Your consent to create and publish information about You in order to attract visitors to their own websites.

Typically, those companies create a webpage about You, using identity details like Your name, e-mail address, professional information, photograph, etc. (“Public Profile”), without Your knowledge or consent, in order to present You as a user of their Services. The information they publish about You is not always up-to-date and might induce Your (potential) patients in error as to Your expertise or how they can get in touch with You or book an appointment (for instance by referencing a phone number rather than Your website or online booking platform or by suggesting patients to book at another health professional offering online booking on their platform). This can affect Your reputation and the relationship with Your (potential) patients. 

Rosa is committed to fighting these practices and to helping You reclaim control over the data about You. If You want to obtain more information or are willing to share Your thoughts on such practices, please send us an email at: support@rosa.be.  

VIII. Confidentiality

‘Confidential Information’ means information in any form that a party discloses to the other in connection with this Agreement that is marked as confidential or that should reasonably be regarded as confidential by its nature. Information is not confidential if it is: (a) publicly available; (b) rightfully known by the recipient before disclosure by the discloser; (c) independently created by the recipient without access to the discloser’s Confidential Information; or (d) lawfully acquired from a source other than the discloser.

Each party must keep the other party’s Confidential Information strictly confidential for the duration of this Agreement plus a period of five (5) years.

A recipient will only use the discloser’s Confidential Information as needed for the performance of this Agreement and will only disclose it to its personnel bound by confidentiality obligations no less stringent than those contained in this Agreement and who need to know such information for the performance of this Agreement.

No party will be in breach of this clause if it discloses the discloser’s Confidential Information as required by a mandatory law or a mandatory order of a court or a regulatory authority, provided that, it promptly notifies the discloser thereof (unless it is legally prohibited from doing so), takes all reasonable steps to limit the scope of the disclosure, and continues to protect such information as Confidential Information in accordance with this clause for all other purposes. Upon termination of this Agreement for any reason, each party will return or destroy any copies of the other party’s Confidential Information, provided however that the recipient (i) is not required to destroy or erase any Confidential Information that is contained in an archived computer system backup in accordance with its security and/or disaster recovery procedures or that is otherwise necessary to be retained in accordance with its policies and procedures implemented in order to comply with applicable law, regulation and professional standards and (ii) may retain one complete copy of the Confidential Information in its legal archives solely for the purpose of determining its obligations under this Agreement; provided further that with respect to any Confidential Information retained pursuant to (i) or (ii) above, the recipient will continue to be bound by confidentiality obligations in accordance with this clause.

IX. Intellectual Property 

For the purposes of this clause, IP Rights means statutory and other proprietary rights in respect of trademarks, patents, circuit layouts, copyright, confidential information and all other rights with respect to intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organization of July 1967.

Each party remains the owner of its IP Rights which existed as at the date of this Agreement or which are developed independently of this Agreement, including any improvement, enhancement, modification, or derivative thereof or thereto (Background IP).

You grant Rosa a non-exclusive, royalty-free license to use Your Background IP for the purpose of providing the Services.

Rosa warrants that to the best of its knowledge the provision of the Services will not infringe any third party’s IP Rights. Rosa does not otherwise warrant that the Services are always available or free of errors but will make its best efforts to correct any identified issue as soon as practicable.

For the duration of the Agreement and subject to the full and timely payment of the fees, as described below and determined in the order form, Rosa grants You a non-exclusive, non-transferable, royalty-free license (with no right to sublicense): (i) to promote, access and use, and, where applicable, permit Your Users (and their patients) to access and use, the Services (and Rosa’s Background IP therein) under the terms specified in this Agreement; and (ii) to use, duplicate and communicate, for Your internal operations, any reports or studies that Rosa may provide as part of the Services.

Each party allows the other to use that party’s name and logo and to refer to this Agreement and to the main characteristics of the Services provided by Rosa in their marketing materials, including but not limited to, newsletters and websites. No party shall otherwise use the other party’s name or other indicia (including logo) without the other party’s prior written consent.

Notwithstanding anything to the contrary, Rosa is free to use and implement in its products any idea, feedback or know-how that You provide to Rosa or that Rosa otherwise develops or acquires during the performance of the Services, without any compensation being due and without this being considered a breach of Your IP Rights, know-how or other proprietary rights.

Rosa does not claim ownership of Your data or materials provided to it or to which Rosa has access under this Agreement. You are responsible for the accuracy, correctness and completeness of Your content uploaded or otherwise provided in the framework of the Services.

You represent and warrant that You shall:

• refrain from adapting, modifying, duplicating, distributing or reproducing, in whole or in part, any component of the Services, of whatever nature;
• not reverse engineer, to decompile, disassemble components and/or use any component of the Services as a basis for the creation of Your own software programs;
• not remove or alter any copyright or other proprietary notice on the Services.

Any breach of the above shall constitute a material breach of this Agreement and shall prompt Rosa, at its own discretion, to immediately suspend or terminate Your right to access the Services.

Indemnification. Rosa shall defend and indemnify You against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the IP Rights of such third party by the Services provided by Rosa and excluding any claims resulting from (i) Your unauthorized use of the Services provided by Rosa; (ii) Your or any third party’s modification of the Services provided by Rosa; and/or (iii) Your unauthorized use of third party materials.

Such indemnity obligation shall be conditional upon the following: (i) Rosa is given prompt written notice of any such claim; (ii) Rosa is granted sole control of the defense and settlement of such a claim; (iii) upon Rosa’s request, You will fully cooperate with Rosa in the defense and settlement of such a claim, at Rosa’s expense; and (iv) You make no admission as to Rosa’s liability in respect of such a claim, nor do You agree to any settlement in respect of such a claim without Rosa’s prior written consent. Provided these conditions are met, Rosa shall indemnify You for the damages and costs incurred by You as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Rosa pursuant to a settlement agreement.

If, in Rosa’s reasonable opinion, the Services provided by Rosa are likely to or become subject to a third-party infringement claim, Rosa shall have the right, at its sole option and expense to: (i) modify the ((allegedly) infringing part of the) Services so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain a license for You to continue using the Services in accordance with this Agreement; or (iii) terminate this Agreement and, at Rosa’s exclusive discretion, provide a refund of an amount deemed appropriate by Rosa for that the portion of the Services that is subject to the infringement claim.

X. Rosa's commitments and responsibilities

Rosa develops and provides its Services with professional skill and care and will use its best efforts to correct any identified issue as soon as practicable.

The role of Rosa is limited to that of a simple intermediary and technical service provider; and is only bound by an obligation of means in the execution of its obligations. 

Rosa may freely modify the technical infrastructure of its applications and tools, provided that it does not reduce the performance of the applications, tools and/or the Services or reduce its commitments to You.

XI. Your commitments and responsibilities

You shall:

• comply with the terms of this Agreement (as communicated to You when creating a Client Account and as available on Rosa’s website), any applicable laws, ethical obligations and any other professional rules as applicable to You in relation to the use of the Services, as well as any reasonable instructions from Rosa (including, but not limited to, instructions from third-party service providers such as MyCareNet or NIHII); 
• provide Rosa with reasonable assistance to enable Rosa (i) to confirm Your identity and that of any of Your Users, and (ii) to provide You with the Services;
• be responsible for setting up, maintaining, and supporting the cost of all the hardware and software necessary for the set up and use of the Services in accordance with this Agreement; 
• exclusively use Rosa for the Services or any related services, as defined in this Agreement. 
• not use the Services (including, but not limited to, publishing information) in a way that is illegal, misleading, contrary to honest market practices, likely to damage the rights, name, reputation or business of Rosa or a third-party, or in order to promote one of Rosa’s competitors; and 
• refrain from disrespectful or inappropriate behavior (including communication) towards Rosa’s team members. 

You are responsible for Your use of the Services and that of Your Users (if any), as well as for the information You (including Your Users) publish or store through the Services. 

Indemnification. You shall keep Rosa (including its employees and representatives) harmless and indemnify Rosa against any action, claim, or request for compensation brought against Rosa in connection with Your use of the Services. This includes, but is not limited to, covering any cost, loss, damage or liability suffered or incurred by Rosa, arising out of or in connection with (i) any breach of this Agreement by You (including Your employees, agents or contractors and Your Users); (ii) any negligent, willful or unlawful act or omission by You (including Your employees, agents or contractors and Your Users); (iii) any infringement of Rosa’s or third party’s IP Rights in connection with Your Use of the Services (or that of Your employees, agents or contractors, or Users); (iv) any issue related to Your use of Your patients’ data; and (v) any death or injury suffered in connection with the provision of the Services, including to any of Your employees, contractors or Users.

XII. Liability and indemnity 

Subject to the maximum extent permitted by applicable law, the total liability of Rosa, for any cause linked to this Agreement or to the use of the Services in respect of each event and each calendar year (or series of connected events), is (i) as far as the Adhering Members are concerned, limited to the higher of 10,000 EUR or the applicable fees paid by the Adhering Member to Rosa under the present Terms of Service for a period of one (1) year prior to the date of the event (or last of the series of connected events) giving rise to the claim; and (ii) for Clients with the Free Forever plan, limited to 10,000 EUR. This limitation is not applicable in case of fraud, gross negligence, or willful misconduct. 

Rosa is not liable for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by You of an indirect nature, such as damage that do not result exclusively and directly from the failure of the Services of Rosa, including but not limited to, economic loss or other loss of turnover, profits, business, opportunities, reputation, goodwill or disruption of activities. For the avoidance of doubt, Rosa excludes all liability in the event of a dispute, whatever the basis, between You and a patient not directly attributable to Rosa.

In any case, each party shall take all reasonable measures to limit its damage.

XIII. Warranties

Insofar and to the fullest extent permitted under applicable law, the Services are provided “as-is,” “as available”. Rosa does not make any other representations or warranties, express or implied, concerning any matter under these Terms of Service and, to the maximum extent permitted by applicable law, Rosa disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement.

Without prejudice to the foregoing, You understand and agree that the use of the Services is at Your own risk and that You will be solely responsible for its use thereof and any damages to You.

XIV. Incident response measures

In the following circumstances, Rosa may take one or more of the following actions (the Measure):

• Content Removal: Rosa may remove content that violates applicable laws or the Agreement;
• Suspension of Services: Rosa may suspend all or part of the Services, under the following circumstances:
  • You have breached any provision of the Agreement;
  • There is a payment incident;
  • You have engaged in inappropriate behavior (e.g., defamatory, indecent, threatening, hateful, or abusive remarks) or conduct that could harm Rosa, patients, other Users, or third-parties;
  • You have shared content that violates applicable laws or the Agreement, and this content cannot be removed by Rosa;
  • You have misused the Services for advertising, fraudulent, misleading, or deceptive purposes;
  • You have repeatedly provided content that violates applicable laws or the Agreement;
  • You have violated any applicable laws or ethical rules in the use of the Services.
• Termination of Services: Rosa may terminate all or part of the Services in the following circumstances:
  • Your use of part or all of the Services causes significant harm to other Users, patients, Rosa, or third parties. For the avoidance of doubt, non-compliance with clause II will be deemed to cause significant harm to other Users, patients and third parties;
  • You do not exclusively use Rosa with regard to the Services or any related services, as contained in clause XI;
  • The information provided by You is not truthful, as required under clause III.B; 
  • You are involved in events affecting (or that are likely to affect) the security, integrity, or confidentiality of the Services;
  • A suspension measure has been implemented and the breach has not been remedied within a reasonable timeframe, in Rosa’s reasonable discretion;
  • There are serious and/or repeated breaches of the Agreement or applicable laws.

In applying any of the Measures, Rosa will provide You with a notification detailing the reasons and facts supporting the Measure(s). Rosa is not required to provide such a notification (i) if prohibited by legal or regulatory obligations or (ii) in the case of termination due to repeated breaches of the Agreement.

At its sole discretion, Rosa may, before implementing such a Measure, provide reasonable notice to allow You to address and potentially resolve the incident. 

Implementation of a Measure does not relieve You of Your obligations under this Agreement, including Your payment obligations (if any). Rosa is not liable for any damages resulting from a Measure being implemented.

Upon termination, regardless of the cause, You (and, where applicable, any of Your Users) will lose access to the terminated Services and any related Additional Pack.

XV. Suspension of services

Without being liable for compensation and without prejudice to its rights to damages and any other rights and/or remedies to which it may be entitled by law, Rosa may suspend Your access to all or part of the Services:

1. in the circumstances and as described in these Terms, including Clause XIV above; 
2. immediately and at its own reasonable discretion for cause such as force majeure, patent infringement, an imminent personal data protection or security risk; or  
3. if You have acted in such a way that in Rosa’s reasonable opinion, it affects Your ability to carry out Your obligations under this Agreement or Rosa’s integrity, reputation or standing. 

At its own reasonable discretion, Rosa shall either reactivate Your access to the Services as soon as practicable when the cause for suspension has been cleared; or terminate this Agreement for cause in accordance with the terms of this Agreement.

Rosa may occasionally suspend the access to the Service for maintenance or in the event of a technical requirement. Rosa will do so during low activity periods as much as practicable.

XVI. Price and payments

Free Forever.
Rosa offers a Free Forever plan. This plan is free. You can buy limited Additional Packs, as set out on our website and in the order form. 

Membership.
Rosa also offers a Membership plan for a fee. 

The membership fee (Membership Fee) will be as set out in the applicable order form and will consist of a fixed first user fee, with the possible deduction of relevant discounts (at Rosa’s discretion) (First User Fee), and increased by a monthly fee per User (User Fee). The First User Fee, as well as the User Fee will be calculated on the basis of a prediction per month and will be invoiced and paid annually, upfront. Your Membership will start immediately upon Rosa receiving the payment of the Membership Fee. 

Additional Packs.
Subject to the content of the applicable plan, You can also request access to Additional Packs or Services for an Additional Fee, as listed on our website and the applicable order form. 

Financial Terms.
Rosa may change its prices, or the functionalities and Services available in each plan, but must announce in advance any material changes and the date where they will become effective. A price increase will not retroact.

All amounts paid are final and non-refundable. Once a transaction is completed, You are not entitled to any form of reimbursement, whether in the form of refunds, credits, or any other compensation. 

Rosa uses the Services of Mollie B.V. (Mollie), a regulated payment service provider located in The Netherlands, to manage online payments. Payment methods available include Bancontact. You can find more information on how Mollie and its affiliates process Your personal data and how to exercise Your personal data protection rights here. Rosa is not responsible for any errors, unavailability or other issues that are related to, or arise from, Mollie’s payment processing. 

For each Membership Fee or order of Additional Pack, You authorize Rosa to issue an electronic invoice and send it to You by email. 

Any complaints should be addressed in the first instance to Rosa’s support team at support@rosa.be. 

All undisputed invoices (or parts thereof) must be paid online in advance at the time of order and payment must be received within thirty (30) days after the invoice date. Disputes must be notified by registered mail (containing the reason for such disputes) within ten (10) business days after the invoice date, failure to do so shall result in the invoice being deemed accepted by the Client.

In the event that the immediate online payment fails or is not completed, any undisputed amounts shall automatically and without notice be subject to a late payment interest equal to the rate applicable pursuant to the Belgian law of 2 august 2002 (as modified from time to time), which interest shall be compounded daily as of the due date until receipt of full payment. In addition, the Client shall pay all costs incurred by Rosa, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this Agreement, with a minimum of 250 EUR. If the Client fails to pay outstanding amounts, Rosa can suspend its obligations and Client’s rights until receipt of payment.

In the event the use of the Services gives rise to additional costs and/or expenses for You from third parties (including but not limited to software integration costs), such costs are exclusively Your responsibility and cannot be claimed from Rosa.

You will pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties not based on net income of Rosa that are assessed on or as a result of these Terms of Service. Any such taxes, (bank) fees, and duties collected by Rosa from You on behalf of a governmental agency or financial institution shall not be considered a part of, a deduction from, or an offset against, payments due to Rosa under these Terms of Service.

All fees payable to Rosa under these Terms of Service shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case You undertake to pay Rosa such additional amounts as are necessary in order that the net amounts received by Rosa after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under these Terms of Service do not include any applicable value added tax or other taxes, which shall be additionally charged to You. 

All prices are stated in EUR unless stated otherwise.

Membership Free Trial: At its sole discretion, Rosa may entitle You (including Your Users, if any) to access and use all the features of the Membership plan for free (the Free Trial) for a maximum period of thirty (30) days as from the date of activation of such trial from Your Client Account (the Free Trial Period). Once the Free Trial is initiated, it cannot be terminated early to receive a partial credit or refund. At the end of the Free Trial Period, Your access to the Membership plan will end and You will automatically revert to the Free Forever plan. At any time during or after the Free Trial Period, You can decide to subscribe to the Membership plan and become an Adhering Member by paying the Membership Fee. Unless otherwise agreed by Rosa, You can only benefit once from the Free Trial offer and the Free Trial Period is offered as a single, continuous period: if You decide to become an Adhering Member before the Free Trial Period ends, You will not be entitled to a pro-rata refund or credit for any unused portion of the Free Trial Period.

XVII. Duration of the Agreement

Free Forever. The Free Forever plan is made for an indefinite duration. 

You may terminate the Agreement at any time for convenience by written notice. 

Rosa may terminate the Agreement at any time:

(i) for convenience by giving You at least three (3) months prior notice;

(ii) without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights and/or remedies to which it may be entitled by law, by written notice to You and without observing any notice period if:

1. You perform a material breach to any provision of the Agreement and, where such breach is capable of remedy, fail to cure such material breach within thirty (30) days after receipt of written notice of the material breach;
2. You become insolvent, are subject to voluntary or involuntary bankruptcy, insolvency or similar proceedings or otherwise cease to do business; or 
3. You breach Your obligations under the provisions regarding the license, Intellectual Property Rights and/or confidentiality.

Upon termination, Rosa will deactivate Your Client Account and any associated User Accounts and will send You a written confirmation.

Membership. The Membership plan shall commence on the effective date as specified in the order form and shall continue for the duration of one (1) year. After this first Membership period (Membership Period), the Membership shall automatically and tacitly renew for consecutive periods of one (1) year each (each a Renewal Period), unless either party notifies the other party in writing of its intent to end the Membership (and, if applicable, the Agreement) at least, respectively three (3) months’ notice, or unless there is a termination for cause in accordance with this clause. Any termination at any given time will take effect immediately, unless mutually agreed otherwise. For the avoidance of doubt, in such case, there will be no refund of the Membership Fee. 

Rosa may terminate the Agreement immediately upon written notice to You: (i) for any cause of suspension; (ii) if all the Services have been terminated, in accordance with clause XIV; (iii) in case of a material breach committed by You which is not capable of remedy or which is not remedied within 30 days of having been notified of the breach (including failure to pay Rosa the Membership Fee before the expiration date or the violation of these Terms of Service); or (iv) if a party becomes subject to any bankruptcy or insolvency procedure, makes arrangements with its creditors, has its assets managed by an administrator, ceases business or admits inability to pay its debts. The Adhering Member acknowledges and agrees that any use of the Services provided by Rosa outside the scope of the license as set forth in the Agreement, unless such use has been expressly approved in writing by a duly authorized representative of Rosa, the misuse of system resources or when Rosa reasonably suspects that the Adhering Member is using the Services provided by Rosa to break the law or infringe third party rights, shall entitle Rosa to immediately terminate - or alternatively, at Rosa’s discretion, suspend - one or more of the licenses granted under the Terms of Service for material breach by the Adhering Member, without any formalities being required and without prejudice to any other right or remedy available to Rosa pursuant to these Terms of Service or under applicable law.

Consequences of termination
Upon termination of this Agreement, You shall cease using the Services and pay any amounts that You owe Rosa under this Agreement.

Termination of this Agreement does not affect the accrued rights and obligations of the parties up to and including the date of termination.

Upon written request, Rosa undertakes to make available to You all the data and information related to any and all past, current and future appointments made by You or on Your behalf (including by Your patients or on their behalf) on Rosa’s platform including, but not limited to, the patients contact details, Your notes (if any), and the details and reasons for each appointment as well as, where appropriate, the data for which Rosa is the data controller. The data listed above will be made available to You in standard format (such as CSV or XLSX). 

If You choose to migrate to a different service, You can contact Rosa (support@rosa.be) for assistance. 

30 days after termination of this Agreement, Rosa shall delete or anonymize all copies of the above listed data unless it has a legal basis to keep a copy of such data. 

Rosa reminds You of Your legal and/or ethical obligation to keep patient data for a certain duration of time. This is Your responsibility and Rosa does not offer archiving services.

XVIII. Communications

You acknowledge that sending emails to the main contact address mentioned in Your Client Account is a valid way for communicating with You about this Agreement. You must keep that address up to date. 

XIX. Modification of the Terms of Service

This document is valid as of January 1^st 2025. Rosa may change these Terms of Service, but must announce in advance any material changes and the date on which they will become effective. The Agreement between You and Rosa will be modified accordingly at that date. Any non-material change will be effective upon publication on Rosa’s website. Your continued use of the Services following the date on which the changes become effective constitutes Your acceptance of the changes. 

XX. Applicable law and disputes

The Agreement is governed by Belgian law. In the unfortunate case of a dispute between You and Rosa that cannot be solved amicably, the competent courts of Brussels, French or Dutch section, will handle the dispute. 

XXI. General

Rosa may offer You to try beta versions of certain Services for evaluation purposes. You acknowledge that these beta Services may contain bugs, errors and other problems and You accept them “as is”, without warranty of any kind. Rosa shall not be held liable for any issues related to Your use of the beta Services. Rosa may discontinue use of the beta Services at any time with prior notice and may delete all data contained in these beta versions.

From time to time, Rosa may send You surveys for analytical purposes, quality improvements, service developments, to measure the success of our advertising campaigns or to tailor Services to Your needs. You are under no obligation to respond.

This Agreement constitutes the entire Agreement between the parties and supersedes all prior communications, negotiations, arrangements and agreements, either oral or written between the parties with respect to the subject matter of this Agreement. Rosa is not bound by Your general terms and conditions or other contractual documents, unless they are signed by both parties and refer to this Agreement, including which one shall prevail in case of inconsistency.

If any provision of this Agreement is or becomes void or unenforceable, the remaining provisions will stay in force and the unenforceable provision will be replaced in good faith by a replacement provision having a similar economic effect.

You may not assign the rights and obligations arising under this Agreement without Rosa’s prior written consent. Rosa may subcontract part of its obligations under this Agreement but shall always remain responsible for the performance of those obligations and shall be responsible and liable for any act or omission of such subcontractor as if the act or omission was that of Rosa.

Summary of changes 

This document was created in English and then translated to French and Dutch. In case of discrepancies, the English version prevails.