General terms and conditions

EMDR-VR B.V. (Psylaris)

Business supply of software, hardware and services (B2B)

Version 1.1 — 01-01-2026

Article 1 — Definitions

In these general terms and conditions, the following definitions apply:

Psylaris: EMDR-VR B.V., with its registered office at Boschstraat 21, 6211 AS Maastricht, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 70390185.

Customer: the legal entity or business — including mental health institutions and clinics — acting in the course of a profession or business with whom Psylaris enters into an Agreement or to whom Psylaris makes an offer. These terms are not intended for consumers.

Parties: Psylaris and the Customer jointly.

Software: the software developed and supplied by or on behalf of Psylaris, including EMDR-VR, VRET, Relaxation, CBT and Medical Hypnosis, including associated updates, upgrades and Documentation.

Hardware: the equipment supplied or made available by Psylaris to the Customer, including VR headsets, controllers and accessories.

Products: the Software and the Hardware jointly or individually.

Documentation: the instructions for use, manuals, training materials and product information provided by Psylaris with the Products, including the warnings, contraindications and usage instructions contained therein, as updated by Psylaris from time to time.

Intended Use: the use of the Products as described in the Documentation.

Healthcare Professional: the qualified and, where required, registered practitioner or counsellor engaged by the Customer in the deployment of the Products.

End User: the Customer’s patient or client who uses the Products, whether or not under the direct supervision of a Healthcare Professional.

Personal Data: data within the meaning of the General Data Protection Regulation (GDPR), including health data as a special category within the meaning of Article 9 GDPR.

Data Processing Agreement: an agreement between the Parties within the meaning of Article 28 GDPR, if and insofar as the Parties conclude one separately.

SLA: a service level agreement concluded between the Parties, if and insofar as the Parties conclude one separately.

Individual Agreement: the specific written arrangements between the Parties, including a quotation, order confirmation, framework agreement or sub-agreement.

Agreement: any arrangement between the Parties under which Psylaris supplies Products and/or services to the Customer, including the Individual Agreement and these general terms and conditions.

Article 2 — Applicability and order of precedence

These terms apply to all quotations, offers, activities, orders, Agreements and deliveries of Products and services by or on behalf of Psylaris.
Deviations from these terms are only valid if the Parties have expressly agreed to them in writing.
The applicability of any general or purchasing terms of the Customer or of third parties is expressly rejected.
Psylaris makes these terms available prior to or upon conclusion of the Agreement, including by electronic means, and will send them free of charge upon request.
In the event of conflict between documents, the following order of precedence applies, with the higher-ranked document prevailing: (a) the Individual Agreement; (b) the SLA, if concluded; (c) these general terms and conditions. If the Parties have concluded a Data Processing Agreement, it prevails on all matters concerning the processing of Personal Data.

Article 3 — Nature of the Products and Intended Use

Psylaris develops and supplies software and associated hardware for use in mental healthcare. The Products comply with the laws and regulations applicable to them.
Psylaris supplies the Products exclusively for use within the Intended Use. The Documentation forms part of the delivery and describes the Intended Use, the usage instructions, warnings and contraindications.
The Customer uses the Products exclusively in accordance with the Intended Use and the Documentation and ensures that this also applies to the Healthcare Professionals and End Users engaged by the Customer.
Use of the Products outside the Intended Use or in deviation from the Documentation is entirely at the Customer’s expense and risk. Such use falls outside the warranty and conformity, and Psylaris is not liable for it.
The Customer uses the Products exclusively in the country or countries agreed in the Individual Agreement or, in the absence of such agreement, the country in which the Customer is established. Use in or supply to the United States, Canada or countries subject to international sanctions is not permitted without Psylaris’s prior written consent. Use outside the permitted territory is entirely at the Customer’s expense and risk.

Article 4 — Deployment, independent use and responsibility of the Customer

The Products support the treatment or counselling of End Users and do not replace the professional judgement of the Customer or the Healthcare Professional. Care for the End User remains the responsibility of the Customer at all times.
The Customer may deploy the Products within the Intended Use at its own discretion: under the direct supervision of a Healthcare Professional, or independently by the End User in an autonomous setting, for example between treatment sessions or at the End User’s own location.
The decision to allow an End User to use the Products (independently) rests exclusively with the Customer. The Customer is responsible for the indication, the assessment of whether the End User is suitable for the application, screening for contraindications, obtaining informed consent, instructing the End User, the degree of supervision or monitoring, and the follow-up of the End User’s reactions.
The Customer ensures that Healthcare Professionals and End Users take note of the relevant parts of the Documentation before use and comply with the warnings and contraindications contained therein.
The Customer ensures a safe environment of use, including a suitable physical space and — where the Customer deems appropriate — supervision and management of the End User’s reactions.
Psylaris supplies technology and is not a healthcare provider. No treatment relationship or care agreement arises between Psylaris and the End User.
The Customer maintains adequate business and/or professional liability insurance covering the risks of its care provision and the deployment of the Products for the duration of the Agreement, and demonstrates this at Psylaris’s first request.

Article 5 — Right of use of the Software (licence)

Psylaris grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Software for the duration of and within the limits of the Agreement.
The right of use covers deployment of the Software with the Customer’s End Users, including independent use by End Users as referred to in Article 4, and is limited to the agreed number of users, locations, licences and/or headsets.
The Customer is not permitted to copy, modify, decompile or reverse engineer the Software in whole or in part (except insofar as mandatory law permits), nor to make the Software available to third parties — other than End Users — or to use it outside the Intended Use.
Upon termination of the Agreement, the right of use ends by operation of law and the Customer ceases all use of the Software.

Article 6 — Updates, maintenance, security and support

Psylaris may make updates, upgrades and security patches available for the Software. Certain updates may be necessary for the safety, performance or regulatory conformity of the Products; the Customer installs these within a reasonable period or permits their installation.
Psylaris provides support on business days during Dutch office hours and makes reasonable efforts to address reports promptly. If the Parties have concluded an SLA, the arrangements it contains on availability, maintenance and support apply in addition to this article.
Psylaris takes appropriate technical and organisational measures to secure the Software and the data processed within it.
The Customer ensures the technical preconditions specified by Psylaris, including a suitable network and system environment.

Article 7 — Hardware: provision, purchase, ownership and risk

Delivery of Hardware takes place in the agreed manner and, in the case of shipment, to the address specified by the Customer.
Unless purchase has been agreed in the Individual Agreement, the Hardware is made available to the Customer and remains the property of Psylaris. The Customer treats the Hardware with due care and does not make any modifications to it.
If purchase has been agreed, the Hardware remains the property of Psylaris until the Customer has paid everything owed to Psylaris under any Agreement (retention of title).
Upon termination of the Agreement, the Customer returns Hardware made available to it within 14 days in good condition to Psylaris, at the Customer’s expense and risk.
The risk of loss, damage or theft of the Hardware passes to the Customer at the moment of actual delivery and remains with the Customer until Psylaris has received the Hardware back.
If the Customer fails to return Hardware made available to it within the period referred to in paragraph 4, the Customer owes, for each month or part thereof that the Hardware remains outstanding, per item not returned, an immediately payable fee equal to twice the monthly licence fee most recently applicable to (the licence linked to) that item. In deviation from Article 6:92 of the Dutch Civil Code, this fee applies without prejudice to Psylaris’s right to demand return of the Hardware and compensation for further damage.
Psylaris may additionally claim reasonable compensation for damaged Hardware or Hardware that is definitively not returned, based on the repair or replacement value.

Article 8 — Prices

All prices are in euros and exclusive of VAT and other costs, unless expressly stated or agreed otherwise.
The price for services is determined on the basis of the hours actually spent at the agreed hourly rate, unless a fixed price has been agreed.
If the Parties have agreed a total amount without expressly agreeing a fixed price, this amount serves as a target price. Psylaris may deviate from the target price by up to 10% and will inform the Customer in good time if a larger overrun is expected.
Psylaris may index and adjust its prices annually and will notify the Customer of price adjustments before they take effect.

Article 9 — Payment

The Customer pays invoices within 30 days of the invoice date, unless a different period has been agreed in writing in the Individual Agreement.
The payment term is a strict deadline. In the event of late payment, the Customer is in default by operation of law, without any reminder or notice of default being required.
In the event of default, the Customer owes the statutory commercial interest from the day of default, as well as the extrajudicial collection costs.
In the event of late payment, Psylaris may suspend the performance of its obligations until the Customer has paid in full.
In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Customer, Psylaris’s claims become immediately due and payable.

Article 10 — Right of retention and set-off

Psylaris may retain items belonging to the Customer until the Customer has paid all outstanding amounts, unless the Customer has provided sufficient security for those amounts.
The Customer waives its right to set off any debt owed to Psylaris against any claim on Psylaris.

Article 11 — Delivery and delivery time

Delivery times stated by Psylaris are indicative. Exceeding them does not entitle the Customer to compensation or dissolution, unless Psylaris fails to deliver within 14 days after having been given written notice of default, or the Parties have agreed otherwise.

Article 12 — Data protection

Insofar as Psylaris processes Personal Data on behalf of the Customer in the performance of the Agreement, Psylaris acts as processor and the Customer as controller.
Health data processed in the context of the use of the Products is processed in pseudonymised form.
If the Parties conclude a separate Data Processing Agreement, it prevails on all matters concerning the processing of Personal Data. As long as no separate Data Processing Agreement has been concluded, paragraphs 4 to 6 of this article constitute the arrangements referred to in Article 28 GDPR.
Psylaris: (a) processes Personal Data solely on the Customer’s instructions and for the performance of the Agreement; (b) ensures that persons with access to the Personal Data are bound by confidentiality; (c) takes appropriate technical and organisational security measures; (d) notifies the Customer of a personal data breach without undue delay; (e) provides reasonable assistance with data subject requests and with the Customer’s compliance with its obligations under the GDPR; and (f) deletes or returns the Personal Data after the end of the Agreement in accordance with Article 22.
The Customer grants Psylaris general authorisation to engage sub-processors. Psylaris imposes obligations on sub-processors comparable to those of Psylaris under this article and informs the Customer of the sub-processors engaged upon request.
Psylaris gives the Customer the opportunity, no more than once per year, to verify (or have verified) compliance with this article, at the Customer’s expense and with due regard for Psylaris’s confidentiality and business operations.

Article 13 — Product safety and notifications

The Customer notifies Psylaris as soon as possible of any incident, near-incident or suspected defect related to the Products.
The Customer provides reasonable cooperation with safety or corrective measures initiated by Psylaris or a competent authority, including forwarding safety notices to the Healthcare Professionals and End Users concerned.
The Customer provides reasonable cooperation with the fulfilment of the statutory obligations resting on Psylaris as manufacturer, including providing aggregated and/or pseudonymised usage and safety information upon request, with due observance of the GDPR.
This article does not affect the Customer’s own statutory reporting and registration obligations.

Article 14 — Intellectual property

All intellectual property rights in the Software, the designs of the Hardware, the Documentation and all other materials developed or made available by Psylaris rest exclusively with Psylaris or its licensors.
The Customer acquires only the rights of use expressly granted in the Agreement and these terms.

Article 15 — Confidentiality

The Parties keep confidential all information received from each other in the context of the Agreement that they know or can reasonably suspect to be confidential, and take appropriate measures to safeguard that confidentiality.
The confidentiality obligation does not apply to information that was already public or has become public through no fault of the receiving Party, or that must be disclosed pursuant to a statutory obligation or court order.
The confidentiality obligation applies for the duration of the Agreement and for three years after its end.

Article 16 — Warranty and conformity

Agreements of a service nature contain only best-efforts obligations for Psylaris, not obligations of result.
Psylaris warrants that, at the time of delivery, the Products comply with the applicable statutory requirements and function substantially in accordance with the Documentation.
The warranty on Hardware is limited to defects resulting from faulty manufacture, construction or materials. The warranty does not apply in the event of normal wear and tear, accidents, modifications made by or on behalf of the Customer, negligence or improper use.
No claim to warranty or conformity exists in the event of use of the Products outside the Intended Use or in deviation from the Documentation.

Article 17 — Liability

Except in the cases referred to in paragraph 5, the provisions of this article apply.
Psylaris is not liable for indirect damage, including consequential damage, loss of profit, missed savings, loss of data and damage due to business interruption.
Psylaris’s liability for direct damage is limited to the amount paid out in the case concerned under the liability insurance taken out by Psylaris, plus the applicable deductible.
If, for whatever reason, no payment is made under the insurance referred to in paragraph 3, Psylaris’s liability for direct damage is limited to the fees paid by the Customer over the twelve months preceding the event causing the damage, up to a maximum of € 250,000.
The limitations and exclusions contained in this article do not apply to: (a) damage resulting from intent or deliberate recklessness on the part of Psylaris or its managerial staff; (b) liability for death or bodily injury, insofar as mandatory law does not permit limitation or exclusion; (c) liability under mandatory product liability law; and (d) other cases in which limitation or exclusion is not permitted under mandatory law.
A condition for any right to compensation to arise is that the Customer gives Psylaris written notice of default within a reasonable period and grants Psylaris a reasonable period to remedy the failure, unless performance is permanently impossible.
Psylaris is in no event liable for damage resulting from: (a) use of the Products outside the Intended Use or contrary to the Documentation; (b) the assessment, selection, instruction, supervision or monitoring of End Users by the Customer as referred to in Article 4, or the absence thereof; (c) clinical decisions or actions of the Customer or the Healthcare Professional; (d) incorrect or incomplete information provided by the Customer; (e) modifications to the Products made by the Customer or third parties; (f) use of the Products outside the territory referred to in Article 3; or (g) a cyber incident (including unauthorised access, malware or a denial-of-service attack), unless Psylaris failed to take appropriate security measures as referred to in Article 6.

Article 18 — Indemnification

The Customer indemnifies Psylaris against claims by third parties, including End Users, insofar as these arise from: (a) use of the Products outside the Intended Use or contrary to the Documentation; (b) the Customer’s decision to allow an End User to use the Products, whether or not independently, and the assessment, instruction, supervision or monitoring referred to in Article 4; (c) clinical decisions or actions of the Customer or the Healthcare Professional; (d) the Customer’s failure to comply with these terms or with statutory obligations resting on the Customer; (e) incorrect or incomplete information provided by the Customer; or (f) use of the Products outside the territory referred to in Article 3.
The indemnification in paragraph 1 does not apply insofar as the third party’s claim results from a defect in the Products attributable to Psylaris. In that case, Psylaris bears its own liability in accordance with Article 17.

Article 19 — Complaints and notice of default

The Customer inspects a delivered Product or performed service for defects as soon as possible and reports any defects found as soon as possible, but no later than 14 days after discovery, in writing and in detail to Psylaris.
Notices of default must be given in writing. It is the Customer’s responsibility to ensure that a notice of default reaches Psylaris in good time. Notifications under Article 13 must additionally be made with the urgency referred to there.
The Customer informs Psylaris immediately in writing of any third-party claim that is (partly) related to the Products. Neither Party acknowledges any liability of the other Party towards third parties, and each Party refrains from commitments or conduct that could prejudice the position of the other Party or its insurer.

Article 20 — Duration, renewal and termination

The Agreement is entered into for the duration specified in the Individual Agreement. In the absence of such a provision, the Agreement applies for an indefinite period.
In the case of a fixed-term Agreement, Psylaris contacts the Customer about renewal no later than one month before the end date.
If the Customer does not indicate by the end date at the latest that it wishes to terminate the Agreement, the Agreement is tacitly renewed for a period equal to the original term, at Psylaris’s prices applicable at that time.
A renewal always commences immediately following the preceding contract period, regardless of when the renewal is confirmed, so that no interruption in the licence or services occurs.
If Psylaris has not made the contact referred to in paragraph 2 in time, the Agreement continues under the existing terms, and the Customer has at least one month from the moment that contact is made to decide on renewal or termination.
An Agreement for an indefinite period may be terminated by either Party in writing subject to a notice period of 3 months.
Psylaris is entitled to dissolve or suspend the Agreement in whole or in part with immediate effect if the Customer fails to fulfil its obligations, fails to do so in full or on time, and this failure is not remedied within a reasonable period after written demand, or in the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Customer.

Article 21 — Force majeure

A failure cannot be attributed to Psylaris if it results from a circumstance beyond Psylaris’s control, including: breach of contract or force majeure on the part of suppliers or other third parties, failures of power, internet, computer or telecommunications facilities, cyberattacks, strikes, government measures and transport problems.
During a force majeure situation, Psylaris’s obligations are suspended. If the force majeure situation lasts at least 30 calendar days, both Parties may dissolve the Agreement in writing, in whole or in part, without any obligation to pay compensation.

Article 22 — Consequences of termination (exit)

Upon termination of the Agreement, the right of use of the Software ends by operation of law and the Customer ceases all use of it. The Customer returns Hardware made available to it in accordance with Article 7.
Psylaris gives the Customer the opportunity, for 60 days after the end of the Agreement, to export (or have exported) the data belonging to the Customer in a common format.
After that period, Psylaris may delete the data concerned, with due observance of Article 12 and the applicable statutory retention periods.

Article 23 — Amendments

If the performance of the Agreement requires amendment or supplementation, the Parties adjust it in good time and by mutual agreement in writing.
Psylaris may amend or supplement these general terms and conditions. Psylaris announces substantive amendments to the Customer at least 30 days before the intended effective date, in writing or by e-mail, sending or making available the amended terms.
If the Customer does not object in writing before the announced effective date, the amended terms apply to the Agreement from that date.
If the Customer objects in writing in good time, the most recent version of these terms applicable between the Parties continues to apply to the Agreement. The objection does not entitle either Party to terminate or dissolve the Agreement on that ground; the Agreement continues unchanged.
Amendments of minor importance and amendments required by laws, regulations or a court decision may be implemented by Psylaris at any time; no objection is available against these.

Article 24 — Assignment of rights

The Customer’s rights and obligations under the Agreement cannot be assigned to third parties without Psylaris’s prior written consent. This provision has proprietary effect within the meaning of Article 3:83(2) of the Dutch Civil Code.

Article 25 — Consequences of nullity or voidability

If one or more provisions of these terms prove to be null and void or voidable, this does not affect the remaining provisions. The provision concerned will be replaced by a valid provision that approximates the Parties’ intention as closely as possible.

Article 26 — Applicable law and competent court

Every Agreement between the Parties and these terms are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
Disputes will be submitted to the competent court of the Limburg District Court, Maastricht location, unless mandatory law provides otherwise.
For Customers established outside the Netherlands, the Parties may make different arrangements on governing law and forum in the Individual Agreement.
These terms were drawn up in Dutch and translated into English. In the event of discrepancies between language versions, the Dutch version prevails.

— End of the general terms and conditions —

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