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Terms and Conditions – TurnUp

In this document, you will find the agreements regarding the contract that you, as a customer (hereinafter: the “Customer”), enter into with TurnUp for the use of TurnUp’s services.

Part 1: General Conditions

Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

Services
All services provided or to be provided in any way by or on behalf of TurnUp, including but not limited to SaaS Services and Other Services.

Customer
Any natural person or legal entity with whom TurnUp intends to enter into, enters into, or has entered into a legal relationship (including users of the Trial Account as referred to in Article 2).

Supplier
Any licensor, subcontractor, and/or other supplier to TurnUp.

Agreement
Any agreement and/or other legal relationship between the Parties regarding the provision of Services and related matters.

Other Services
All services of any kind to be provided by or on behalf of TurnUp to the Customer, excluding SaaS Services.

Parties / Party
Customer and/or TurnUp.

SaaS Services
All Software-as-a-Service (SaaS) services and related services provided or to be provided by or on behalf of TurnUp to the Customer via the internet.

TurnUp
TurnUp B.V., a private limited liability company, with registered office at Oscar Delghuststraat 60, 9600 Ronse, Belgium, VAT number BE 0782.448.322, or any other legal entity that has entered into or intends to enter into a legal relationship with the Customer and has declared these Terms and Conditions applicable.

Compensation
The payment(s) owed by the Customer to TurnUp as consideration under the Agreement or as described in these Terms and Conditions.

Business Day
A calendar day from 08:30 to 17:30, excluding weekends and official public holidays in Belgium.

1. Applicability, Formation, and Duration of the Agreement

1.1. These Terms and Conditions apply to all Agreements. Conflicting general terms and conditions, including those of the Customer, are explicitly rejected. Deviations are valid only if expressly agreed in writing.

1.2. The Agreement is concluded through online registration on TurnUp’s website, where the Customer creates an account and subscribes to a plan.

  • The Agreement is entered into for a fixed period of 1 or 3 years, as specified in the order form and the invoice.

  • Payment of the invoice constitutes acceptance of the subscription period.

  • A 1-year subscription may be terminated in writing with at least one (1) month’s notice before expiry; otherwise, it will automatically renew for one year.

  • A 3-year subscription may be terminated in writing with at least three (3) months’ notice before expiry; otherwise, it will automatically renew for three years.

If the Agreement is not terminated in time, it will be automatically and irrevocably renewed for the same period.

2. Services

2.1. Upon conclusion of the Agreement, TurnUp will commence providing the Services.

2.2. Services are delivered on an “as is” basis and are deemed unconditionally accepted upon delivery (for SaaS Services: upon granting access). The use of the Services and their (direct or indirect) consequences are at the Customer’s sole risk.

2.3. TurnUp may modify, replace, suspend, or block (access to) the Services, including for maintenance. Planned downtime will be announced in advance where possible. The obligation to pay Compensation remains unaffected.

2.4. In case of malfunction of the SaaS Services, the Customer may contact TurnUp’s support desk during Business Days. Support is free of charge on a fair use basis.

3. Compensation and Payment

3.1. The Customer is periodically obliged to pay Compensation according to TurnUp’s applicable rates, unless agreed otherwise. All rates are exclusive of VAT and other statutory levies.

3.2. Invoices must be paid within fourteen (14) days of the invoice date. The Customer may not suspend or set off payments.

3.3. TurnUp may adjust rates once per contract year within reasonable limits, with at least one (1) month’s prior written notice. The Customer may terminate the Agreement within one month after a price increase.

3.4. If payment is not made within the specified term:

  • The Customer owes statutory commercial interest on the overdue amount;

  • TurnUp may suspend performance of the Agreement;

  • The Customer owes collection costs, with a minimum of 15% of the outstanding amount or €250 (whichever is higher).

4. Customer Obligations

4.1. The Customer guarantees that all information provided to TurnUp is accurate and up to date.

4.2. The Customer is solely responsible for securing login credentials and ensuring confidential use of the Services. Services must be used only within the Agreement, these Terms, and applicable laws (including data protection laws).

4.3. The Customer indemnifies TurnUp against claims from third parties arising from the Agreement or the Customer’s use of the Services.

5. TurnUp’s Obligations

5.1. TurnUp shall provide qualified staff and perform the Services to the best of its ability.

5.2. TurnUp aims to keep SaaS Services available 24/7 but does not guarantee uninterrupted or error-free operation. If downtime lasts more than one Business Day, a proportional discount on Compensation applies.

5.3. TurnUp is not liable for deficiencies of its Suppliers. The Customer authorizes TurnUp to accept third-party liability limitations on its behalf.

Part 2

6. Confidentiality and Personal Data

6.1. Both Parties shall keep confidential any information designated as confidential or reasonably understood to be confidential.

6.2. Personal data processed in the course of the Services are subject to the Data Processing Agreement in Part 2 of this document and are always considered confidential information.

6.3. Use of Aggregated and/or Anonymised Data
TurnUp may use data that has been processed through technical measures and/or aggregation in such a way that it can no longer be traced back to an identified or identifiable natural person, for its own purposes. Such purposes may include: improving the performance of the platform, developing and training predictive models, and creating statistics and reports.
These processing activities do not fall under the provisions of the GDPR relating to personal data, as the data is no longer attributable to an individual.

7. Intellectual Property and Protection of the Platform

7.1 Ownership of intellectual rights

All intellectual property rights regarding the Services, the Software, algorithms, AI models, documentation, architecture, workflows, databases, and all other components of the TurnUp platform reside exclusively with TurnUp or its Suppliers. The Customer exclusively obtains a limited, non-exclusive, non-transferable, and non-sublicensable right of use for the duration of the Agreement and solely for the use as provided in these General Terms and Conditions. The source code of the Software remains the property of TurnUp at all times and shall not be made available to the Customer, except in exceptional cases via a separate escrow agreement.

7.2 Prohibition on copying and reverse engineering

The Customer shall not, either directly or indirectly, nor allow any third party to:

  • copy, reproduce, or duplicate the Software or parts of the Services;

  • modify, translate, or create derivative works of the Software;

  • reverse engineer, decompile, or disassemble the Software;

  • analyze technical structures, databases, algorithms, or the architecture of the platform with the aim of reproducing them.

This restriction also applies to all persons or entities who obtain access to the Services through the Customer.

7.3 Protection of know-how and obtained insights

The Customer shall not make use of knowledge, insights, or information obtained through:

  • the use of the Services;

  • onboarding, implementation, or support by TurnUp;

  • technical documentation or communication with TurnUp;

  • analysis of workflows or functionalities of the platform;

with the aim of developing or having developed a competing product, platform, or service.

7.4 Restriction on development of competing services

The Customer undertakes, during the term of the Agreement and for a period of twenty-four (24) months after its termination, not to develop or have developed any software, platform, or service that reproduces or substantially imitates the core functionalities of TurnUp’s Services, insofar as this development is based on knowledge or information obtained through the use of the Services. This prohibition also applies to indirect development via third parties.

7.5 Prohibition on benchmarking and competitive analysis

The Customer shall not use the Services for:

  • benchmarking or comparative analyses;

  • technical evaluations of performance or architecture of the platform;

  • research or analysis with the aim of developing competing software;

  • the training, testing, or optimization of algorithms or AI models that compete with the Services.

The publication of such analyses is only permitted with prior written consent from TurnUp.

7.6 Restriction of the permitted use (Restricted Purpose of Use)

The Services are made available exclusively for the internal operational use of the Customer in the context of managing, planning, and optimizing appointments and related processes within the Customer’s organization. It is expressly forbidden to use the Services for:

  • product development;

  • research into competing technology;

  • training or validation of competing systems;

  • designing software that offers similar functionalities.

Any use outside the permitted use described above shall be considered a material breach of contract.

7.7 Platform Lock-Out for software suppliers and integrators

If the Customer is a software supplier, IT service provider, integrator, or technology partner, or provides such parties with access to the Services, the following additionally applies:

  • the Services may not be used to design or develop competing software modules;

  • the platform may not be used as a reference architecture for new software products;

  • information about workflows, AI models, integrations, or data flows may not be used to develop competing functionalities.

It is expressly forbidden to use the TurnUp platform to gather knowledge with a view to developing an alternative platform or competing software module.

7.8 Affiliates and third parties

The obligations in this article apply equally to:

  • parent companies;

  • subsidiaries;

  • companies under joint control;

  • consultants, software developers, and IT partners of the Customer.

The Customer warrants that these parties comply with these provisions.

7.9 Presumption of infringement

If a software product developed or used by the Customer or an affiliate within twenty-four (24) months after use of the Services contains substantially similar functionalities or workflows as the TurnUp platform, it is presumed that this development makes use of knowledge obtained through the Services, unless the Customer can prove the contrary.

7.10 Contractual penalty

In the event of a violation of any of the provisions of this article, the Customer shall owe TurnUp an immediately payable contractual penalty of:

  • €150,000 per violation,

  • increased by €5,000 per day that the violation continues.

This penalty is without prejudice to TurnUp’s right to claim full compensation for damages.

7.11 Survival after termination

The provisions of this article shall remain in full force and effect after termination of the Agreement, regardless of the reason for termination.

8. Liability

8.1. TurnUp is not liable for damages from temporary unavailability or interruptions.

8.2. TurnUp is only liable for direct damages, limited to Compensation invoiced in the six (6) months before the incident, capped at €20,000. Indirect damages (e.g., loss of profit, customers, or goodwill) are excluded.

8.3. Claims must be submitted within thirty (30) days of discovery.

8.4. Liability exclusions do not apply to damages caused by intent or gross negligence.

9. Termination

9.1. Either Party may terminate the Agreement with immediate effect in case of suspension of payment, bankruptcy, or dissolution of the other Party.

9.2. Provisions intended to survive termination (including Articles 7, 8, and 9) remain in force.

10. Billing and Payment Terms

10.1. Proof of Concept (POC)

30% of the agreed price is invoiced as a deposit; the remaining 70% is due at the POC start date.

10.2. Start of Billing Period

A one-time startup fee is charged upon account activation. Subscription billing starts on the invoice date.

10.3. Additional Users and Licenses

  • Additional users are automatically billed at the current list price.

  • Unauthorized use is retroactively billed.

10.4. Discount Policy

Discounts (e.g., early bird) apply only during the initial subscription term. Renewals are billed at the standard rate.

11. Synchronization and Third-Party Dependency

11.1. Synchronization depends on the Customer’s IT partners; TurnUp is not responsible for their infrastructure.

11.2. TurnUp does not guarantee continuous flawless synchronization. Failures or third-party changes may cause disruptions.

11.3. If synchronization fails, manual use remains possible; TurnUp is not obliged to restore or guarantee automated sync.

11.4. TurnUp is not liable for losses resulting from sync failures. The Customer indemnifies TurnUp against claims linked to its IT partners’ actions or omissions.

12. Final Provisions

12.1 Amendments

TurnUp reserves the right to amend these General Terms and Conditions. Amendments will be announced via email at least one month in advance.

12.2 Application to Affiliates

The Customer guarantees that any company that directly or indirectly controls, is controlled by, or is under common control with the Customer (“Affiliates”), is bound by and shall act in accordance with these Terms. The Customer remains fully liable for any acts or omissions of these Affiliates as if they were its own. If an Affiliate accesses or uses the Services, it is deemed to have accepted these Terms in full.

12.3 Transfer of Rights

TurnUp may assign or transfer its rights and obligations under this Agreement, in whole or in part, to third parties.

12.4 Governing Law and Jurisdiction

This Agreement is governed by Belgian law. All disputes shall be settled exclusively by the competent courts of Oudenaarde, Belgium.

Part 3: Specific Terms for Patient Users (TurnUp App)

13. Scope and relationship with Part 1

13.1. This Part 3 applies exclusively to natural persons who use the TurnUp App (hereinafter: the “App”) as a patient in order to interact with a healthcare practice that subscribes to TurnUp’s Services (hereinafter: the “User” or “Patient”).

13.2. For patient users, this Part 3 prevails over any provisions in Part 1 and Part 2 that, by their nature, apply exclusively to business customers (Customers). The provisions of Part 1 relating to intellectual property (Article 7), confidentiality of business information, and contractual penalties do not apply to patient users.

13.3. The Patient accepts these terms by downloading the App, creating an account, and completing the registration process.

14. Nature of the service and allocation of responsibilities

14.1. The App is a communication and scheduling tool enabling the Patient to manage appointments with their healthcare practice. The App allows the Patient, among other things, to view, confirm, reschedule, or cancel appointments, receive notifications, and manage certain communication preferences.

14.2. TurnUp does not provide healthcare services. TurnUp is not a healthcare provider, does not provide medical advice, does not make diagnoses, and does not make clinical decisions. All healthcare, treatment, and medical information remain the sole responsibility of the healthcare practice where the Patient receives care.

14.3. The healthcare practice remains fully responsible at all times for the accurate management of appointment data, treatment information, and clinical records. TurnUp solely facilitates the technical operation of the App and related communications.

14.4. Use of the App is entirely voluntary. The Patient may choose not to use the App at any time. This will have no impact whatsoever on access to, or quality of, healthcare provided by the healthcare practice.

15. Account and registration

15.1. To use the App, the Patient creates an account using a valid email address and, where applicable, a telephone number. The Patient is responsible for ensuring that the information provided is accurate and kept up to date.

15.2. The Patient is responsible for maintaining the confidentiality of their login credentials and for all activity carried out through their account. In the event of suspected unauthorized use, the Patient must immediately contact privacy@turnup.be.

15.3. The Patient may create only one personal account. Sharing an account with third parties is prohibited, except in the context of parental authority or legal representation.

16. Minors

16.1. The following minimum age limits apply for account creation in accordance with Article 8 GDPR, depending on the applicable rules of the healthcare practice’s Member State:

    • in Belgium: minimum age 13

    • in the Netherlands: minimum age 16

    • in other EU Member States: as configured by the healthcare practice, with a minimum age of 13

16.2. If the Patient is younger than the applicable minimum age, registration may only take place with verified consent from a parent or legal guardian. TurnUp provides a separate consent flow for this purpose, which may be activated by the healthcare practice.

16.3. If TurnUp has reasonable doubt regarding the Patient’s age or parental consent, it reserves the right to suspend the account pending verification.

17. Processing of personal data

17.1. For the functioning of the App, TurnUp processes personal data relating to the Patient. Full information regarding which data TurnUp processes, for what purposes, and on what legal basis, is available in the Privacy Policy, accessible at TurnUp Privacy Policy.

17.2. Allocation of roles under the GDPR. For the management of appointment data and patient communications, TurnUp acts as a processor on behalf of the healthcare practice, which acts as the controller. For the operation of the App account, registration details, notification preferences, and App interaction data, TurnUp acts as a joint controller together with the healthcare practice in accordance with Article 26 GDPR.

17.3. Rights of the Patient. The Patient has the following rights regarding their personal data at all times:

    • right of access, rectification, and erasure

    • right to restriction of processing and data portability

    • right to object and to withdraw consent

    • right to lodge a complaint with the Belgian Data Protection Authority or the Dutch Data Protection Authority

For rights relating to App account data, the Patient may contact TurnUp directly via privacy@turnup.be. For rights relating to appointment or treatment data, the Patient must contact their healthcare practice. TurnUp and the healthcare practice shall assist each other in handling requests within the statutory period of 30 days.

17.4. Consent and withdrawal. Where processing is based on consent, the Patient may withdraw such consent at any time:

    • for App push notifications: via the settings within the App

    • for SMS and email communications: via the healthcare practice

Withdrawal of consent does not affect the lawfulness of processing carried out prior to withdrawal.

18. Notifications and communications

18.1. The App may send notifications via push notifications and in-app messages. The Patient may manage their push notification preferences through the App settings.

18.2. SMS and email communications are not managed through the App itself, but by the healthcare practice via the TurnUp platform. Patients wishing to modify their SMS or email preferences must contact their healthcare practice directly.

18.3. Certain notifications are essential for the functioning of the Service, such as appointment confirmations. These are not considered marketing communications and cannot be fully disabled while the account remains active, except by deleting the account.

18.4. TurnUp uses communication channels solely for the purposes described in Article 14 and for service-related communications. TurnUp does not send advertising on behalf of third parties.

19. Obligations of the Patient

19.1. The Patient shall use the App solely for managing their own appointments and related communications with their healthcare practice.

19.2. The Patient shall not use the App in any manner that:

    • disrupts the operation of the App or underlying systems

    • infringes the rights of third parties or applicable laws

    • is unlawful, offensive, harassing, or misleading

    • seeks to obtain unauthorized access to the data of other patients or healthcare practices

19.3. In the event of a breach, TurnUp may suspend or terminate the account, where appropriate following prior notice.

20. Termination by the Patient

20.1. The Patient may terminate their account at any time through the App settings or by submitting a request to privacy@turnup.be. No charges apply to such termination.

20.2. Following termination, App account data will be securely deleted within 30 days, subject to any legal retention obligations. Appointment and treatment data remain with the healthcare practice in accordance with its own retention periods.

21. Availability and liability

21.1. TurnUp undertakes reasonable efforts to maintain reliable availability of the App, but does not guarantee uninterrupted or error-free operation. Temporary unavailability, maintenance, or synchronization issues may occur.

21.2. The Patient remains responsible for contacting their healthcare practice directly in the event of App unavailability or uncertainty. The Patient should not rely on the App as the sole source of appointment information in the case of medically urgent or essential appointments.

21.3. TurnUp shall not be liable towards the Patient for:

    • inaccuracies in appointment or treatment information originating from the healthcare practice

    • consequences of delayed delivery of notifications caused by external networks, including mobile operators, email providers, or app store push infrastructures

    • acts or omissions of the healthcare practice

21.4. TurnUp’s liability towards the Patient shall never be limited or excluded where prohibited by mandatory law, including liability for personal injury or death caused by TurnUp’s fault, and liability arising from infringements of the GDPR.

21.5. Except for the situations referred to in Article 21.4, TurnUp’s liability towards the Patient is limited to direct damages only.

22. Amendments to these terms

22.1. TurnUp may amend these terms for patient users from time to time for legal, technical, or operational reasons.

22.2. Upon any amendment to these terms, the Patient will be presented with the updated terms upon next opening the App and will be required to expressly accept them before continuing to use the App.

22.3. If the Patient does not accept the amended terms, the Patient may no longer use the App. In such case, the Patient always retains the right to terminate their account free of charge in accordance with Article 20.

22.4. Continued use of the App following acceptance of the amended terms constitutes agreement to those terms.

23. Governing law, competent courts, and out-of-court dispute resolution

23.1. The relationship between TurnUp and the Patient is governed by Belgian law, without prejudice to mandatory consumer protection rules applicable under the law of the Patient’s habitual residence pursuant to Article 6 of the Rome I Regulation.

23.2. Disputes may be submitted to the competent courts in accordance with the applicable rules of private international law. A Patient residing in another EU Member State may at any time bring proceedings before the courts of their place of residence.

23.3. Before bringing a dispute before a court, the Patient may:

24. Contact

For all questions, complaints, or requests relating to the App, the Patient may contact:

TurnUp BV
Oscar Delghuststraat 60
9600 Ronse, Belgium

Email: privacy@turnup.be
Phone: +32 55 69 03 10