OHM AT WORK - TERMS & CONDITIONS FOR WORKSHOPS & SUBSCRIPTIONS

1. Parties and scope

1.1 These Terms & Conditions (“Terms”) govern the provision by Ohm at Work B.V. (“Ohm at Work”) of workshops, training sessions and subscriptions to the Ohm at Work mobile application (the “Services”) to the entity named on the quotation or order confirmation (“Client”).1.2 The Services will be provided on the terms set out in the accepted quote and these Terms. In case of conflict, the accepted quote prevails.

2. Definitions

2.1 “Workshop” means an in-person or online session delivered by Ohm at Work trainers as described in the accepted quote.

2.2 “Subscription” means access to the Ohm at Work mobile application and associated digital content for the number of users and period specified in the quote.2.3 “Users” means the Client’s employees or permitted users registered to use the Subscription.2.4 “Fees” means the amounts invoiced to Client for Workshops and Subscriptions (excluding VAT).

3. Term & Renewal

3.1 The Agreement term for Subscriptions is 12 months minimum from the Subscription start date (the “Initial Term”).3.2 After the Initial Term the Agreement automatically renews for successive one-month periods unless either party gives at least one (1) month prior written notice of non-renewal.3.3 Workshops are provided as one-off or as otherwise agreed in the accepted quote; any recurring workshop schedule will be set out in the quote.

4. Fees, invoicing & payment

4.1 Fees are as specified on the accepted quote. The indicative standard pricing is: Workshop €299.00 (per session) and Subscription €2.99 per User per month. Client accepts that actual fees may vary per quote.4.2 Unless otherwise stated, Ohm at Work will invoice the Client for Workshops upon acceptance of the quote or the day of the first Workshop. Payment is due within 30 days of the invoice date.4.3 Unless otherwise stated, Ohm at Work will invoice the Client for Subscriptions upon acceptance of the quote on the first day of each month. Payment is due within 30 days of the invoice date.4.4 All fees are exclusive of VAT and other applicable taxes, which will be invoiced where required by law.

4.5 Ohm at Work may suspend Services (including access) until payment is made.

5. Changes, cancellations & rescheduling

5.1 Workshops: Client may reschedule a Workshop without charge if notice is given at least 14 calendar days before the scheduled date. For reschedules with less than 14 days’ notice, Ohm at Work may charge up to 50% of the Workshop fee. For cancellations within 7 days, the full Workshop fee is payable.5.2 Ohm at Work may, for reasons outside its control (trainer illness, force majeure), reschedule a Workshop; Ohm at Work will offer reasonable alternatives or refund the Workshop fee.5.3 Subscriptions: Subscriptions terminate in accordance with Clause 3 (term & renewal); no refunds for partial months unless expressly agreed.

6. Delivery & Client Responsibilities

6.1 Client shall provide an accurate attendee lists, required facilities (room, AV, internet access) and reasonable cooperation. For online Workshops, Client shall ensure stable internet and appropriate user devices. Ohm at Work shall provide invites to the appropriate online meeting room.6.2 Client shall (and shall procure that Users) follow any safety instructions and pre-session health checks requested by Ohm at Work. Client will inform employees to consult a healthcare professional if they have medical conditions, are pregnant, or have other contraindications.

7. Health disclosure & disclaimer (non-medical service)

7.1 The Services, both Workshop and App are wellness and educational in nature. Ohm at Work is not a medical service provider and does not provide medical advice, diagnosis or treatment. The content provided is not a substitute for professional medical care.7.2 Client must ensure that all Users are informed that Workshops may involve breathing exercises. Users with pre-existing medical conditions (including but not limited to cardiovascular disease, respiratory disease, epilepsy, psychiatric conditions), pregnancy or other conditions should consult a physician before participating. Client shall not permit any User to participate where a medical professional has advised against it.7.3 Ohm at Work is not liable for any loss, injury or damage suffered by Users arising from participation where a medical contraindication existed and was not disclosed or where Client failed to follow these clauses.

8. Warranties & disclaimers

8.1 Ohm at Work warrants that it will perform Services with reasonable care and skill and in accordance with generally accepted industry standards.8.2 Except as set out in Clause 8.1, all warranties (express or implied) are excluded to the fullest extent permitted by applicable law, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.8.3 The Services are provided “as is” and Ohm at Work does not guarantee specific outcomes (e.g., guaranteed reduction in stress, HRV improvement, business KPIs).

9. Limitation of liability

9.1 To the fullest extent permitted by law, Ohm at Work’s total aggregate liability for all claims arising out of or in connection with the Agreement (whether in contract, tort including negligence, statute or otherwise) shall not exceed the Fees paid by Client to Ohm at Work in the twelve (12) months prior to the event giving rise to the claim.9.2 In no event shall Ohm at Work be liable for any indirect, special, incidental, consequential or punitive damages (including loss of profit, loss of data, loss of business, or business interruption) even if advised of the possibility of such damages.9.3 Nothing in this Clause shall limit liability for death or personal injury caused by Ohm at Work’s negligence or for any liability which cannot be excluded under applicable law.

10. Indemnity

10.1 Client indemnifies, defends and holds Ohm at Work harmless from and against any claims, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of: (a) Client’s breach of these Terms; (b) any act or omission by Users while participating; (c) a User attending a Workshop despite being advised by a medical professional not to; or (d) Client’s failure to obtain necessary consents or to disclose medical contraindications.

11. User accounts, access & conduct

11.1 Ohm at Work grants Users a non-exclusive, non-transferable right to access the Subscription subject to these Terms. Client is responsible for managing user accounts and for all activity under those accounts.11.2 Misuse of the app (including attempts to reverse engineer, share credentials, scrape content) is prohibited. Ohm at Work may suspend or terminate access for breach or suspected abuse.

11.3 Ohm at Work may send Users service-related notifications and optional reminders via email, WhatsApp and in-app notifications. Marketing or non-essential communications will only be sent on the basis of the User’s explicit consent. Users may opt out at any time through their account settings or by contacting support.

12. Intellectual property

12.1 All IP rights in the Services, app, content, training materials, presentations and methodology remain the sole property of Ohm at Work (or its licensors). No rights are transferred to Client except the limited license to use materials for internal, non-commercial purposes by Users.12.2 Client shall not copy, reproduce, distribute or create derivative works from Ohm at Work materials without prior written permission.

13. Confidentiality

13.1 Each party shall treat confidential information of the other as strictly confidential and not disclose it except to its employees, advisors or contractors who need to know and are bound by confidentiality.13.2 Confidential information does not include information that is publicly available through no fault of the receiving party or independently developed.

14. Data protection

14.1 Parties shall comply with applicable data protection laws (including the GDPR). Ohm at Work will process personal data as controller or processor as set out in the separate Data Processing Addendum (DPA) available on request. Client shall obtain any consents from Users required for processing.14.2 If Client requests Ohm at Work to process data, the parties must sign a DPA with appropriate safeguards before Services commence.

15. Publicity & Case Studies15.1 Ohm at Work may, reference Client as a customer and use general anonymized metrics in marketing materials. Specific case studies or logos require written approval of both parties.

16. Subcontracting & Assignment16.1 Ohm at Work may subcontract performance of Services to qualified third parties but remains responsible for their performance.16.2 Client may not assign or transfer its rights under the Agreement without Ohm at Work’s prior written consent.

17. Suspension for breach

17.1 Ohm at Work may suspend immediate access to the Subscription and cancel scheduled Workshops if Client materially breaches these Terms and fails to remedy within [14] days of written notice.

18. Force majeure

18.1 Neither party is liable for delay or failure to perform if caused by circumstances beyond reasonable control (including pandemics, strikes, natural disasters, government action). In such event the affected party shall notify the other and seek to reschedule or agree alternative performance.

19. Insurance

19.1 Ohm at Work maintains professional indemnity and general liability insurance. Client should maintain appropriate employer liability and participant insurance as required under local law.

20. Termination

20.1 Ohm at Work may terminate the Agreement immediately if Client becomes insolvent, subject to bankruptcy proceedings, or materially breaches obligations and fails to remedy within [30] days.20.2 Upon termination, outstanding Fees become immediately due. Access to the Subscription will be terminated and Client shall cease using Ohm at Work materials.

21. Notices

21.1 Notices shall be in writing and sent to the contact details on the accepted quote or to invoices@ohmatwork.com (replace with your actual email) and are deemed delivered on receipt.

22. Severability

22.1 If any provision is found invalid or unenforceable, the remainder survives and the parties shall negotiate in good faith to replace it with a valid provision achieving the same commercial aim.

23. Entire agreement

23.1 These Terms together with the accepted quote constitute the entire agreement and supersede prior agreements regarding the subject matter.

24. Governing law & jurisdiction

24.1 These Terms are governed by the laws of the Netherlands. The courts of Amsterdam (or another specified Dutch court) have exclusive jurisdiction, subject to mandatory jurisdiction rules.

25. Miscellaneous25.1 No waiver is effective unless in writing and signed by both parties.25.2 Headings are for convenience only.