Master Pilot Terms

These Master Pilot Terms govern the relationship between Sidekick CommV, a Belgian Commanditaire Vennootschap trading as Unloop (the “Provider”), and any business that signs a Pilot Sales Order referencing these Master Terms (the “Client”). The Sales Order together with these Master Terms form the “Agreement”.

1. Definitions

Key terms used throughout: Authorised Users, Dashboard, GDPR, Personal Data, Pilot Period, Platform, Sub-processor, and User Cap — each as defined in the Sales Order.

2. Pilot — Beta Status

• 2.1 Provided “AS IS” and “AS AVAILABLE”, with no warranties.
• 2.2 No service-level agreement (SLA).
• 2.3 For evaluation only, not for production reliance.
• 2.4 Provider may iterate on the Platform without notice.
• 2.5 Client shall not externally represent the Pilot as a finished product.

3. The Platform Is Not Clinical Care

• 3.1 Not a medical device under EU MDR (Reg. 2017/745).
• 3.2 Not a substitute for clinical care and not a crisis-intervention service. Users in distress should contact local emergency services (112).
• 3.3 PHQ-9 / GAD-7 are screening tools, not diagnostic instruments. They cannot be used as the basis for any employment decision (hiring, firing, promotion, discipline, or accommodation). Cohort-aggregate only.
• 3.4 Crisis pathway: the Platform shows in-app safety resources to the User directly. Provider does not notify Client of individual crisis events. Client confirms it has its own EAP / occupational-health pathway.

4. Cohort-Only Data Posture

• 4.1 The Dashboard shows cohort distributions, frequency, engagement, and editorial summaries.
• 4.2 The Dashboard does not show individual scores, journals, LLM reflections, ER session content, distortion attributions, or crisis flags.
• 4.3 A cohort-size floor of 15 active employees applies to certain analytics — below that, the metric shows “Gathering data” to prevent re-identification.
• 4.4 Prohibited uses (material breach): no deriving individual usage; no combining with other data to re-identify; no use for employment decisions; no telling employees their individual activity is visible. Any such breach gives Provider an immediate termination right.

5. Fees & Payment

• 5.1 Fee as stated in the Sales Order, exclusive of VAT (cross-border B2B reverse charge applies for EU customers with a valid VAT ID).
• 5.2 Invoiced on the Effective Date; 30-day payment by bank transfer.
• 5.3 Late-payment interest applies per the Belgian Law of 2 August 2002.
• 5.4 Users in excess of the User Cap require prior written consent and may incur additional fees.

6. Pilot Term

• 6.1 As stated in the Sales Order. Auto-expires at midnight CET on the day before the anniversary date.
• 6.2 A post-pilot review takes place at least 15 days before expiry — to convert to a paid subscription, extend, or let the Pilot expire. There is no automatic post-pilot commitment.

7. Data Protection (GDPR)

• 7.1 Roles: Client is Controller (employer sponsorship); Provider is Controller in its direct user relationship via in-app consent; Provider is Processor for Dashboard analytics on the Client’s behalf.
• 7.2 A separate DPA (Annex A) is executed within 15 days of the Effective Date.
• 7.3 Lawful basis: Client typically Art. 6(1)(f) legitimate interest; Provider Art. 6(1)(b) contract plus Art. 9(2)(a) explicit consent for health data.
• 7.4 Health data: Provider processes journals & screening responses on the User’s explicit Article 9 consent. Client never receives individual-level health data.

7.5 Sub-processors:

Provider gives the Client 30 days’ notice of any sub-processor change, which the Client may object to.

• 7.6 International transfers rely on EU SCCs (Implementing Decision 2021/914/EU) plus encryption.
• 7.7 Data-subject rights are exercised in-app or via privacy@theunloop.com.
• 7.8 Breach notification: within 72 hours.
• 7.9 Aggregate data is retained for the Pilot Period; individual user data is governed by the Privacy Policy.
• 7.10 Post-pilot: at the Client’s election within 30 days, Provider will (a) export cohort data as CSV / JSON, and/or (b) securely delete it within 90 days. Individual user accounts persist with Provider independently.

8. Intellectual Property

• 8.1 The Platform, Dashboard, software, prompts, and aggregates are the Provider’s exclusive property.
• 8.2 Client retains the identifying information of its users. Provider receives a royalty-free licence to use User content in de-identified / aggregated form for operations and R&D.
• 8.3 Feedback may be used without compensation.
• 8.4 No trade-mark use without consent. Provider may reference the Client’s name / logo on its website and in investor decks with the Client’s prior written approval (not unreasonably withheld).

9. Confidentiality

• 9.1 Covers non-public information disclosed under the Agreement.
• 9.2 Used solely for performance of the Agreement, with reasonable care, limited access, and no disclosure without consent (except as legally required).
• 9.3 Exceptions: information that is public, previously known, independently developed, or received from a third party.
• 9.4 Survives 3 years post-termination.

10. Termination

• 10.1 For convenience: 30 days’ notice. Client termination = no refund. Provider termination for convenience = pro-rata refund.
• 10.2 For material breach: a 15-day cure period after written notice.
• 10.3 Immediate termination by Provider for: a Section 4.4 breach (prohibited uses), Client insolvency, or the Client creating a user-safety risk.
• 10.4 Force majeure covers events beyond reasonable control (including upstream sub-processor outages).
• 10.5 On termination: access ceases; users keep their individual accounts; Section 7.10 data handling applies; and Sections 3, 4, 7, 8, 9, 11, 12, and 13 survive.

11. Limitation of Liability

• 11.1 Each Party’s aggregate liability is capped at the total Pilot Fee paid or payable.
• 11.2 No indirect, consequential, lost-profits, or lost-goodwill damages.
• 11.3 The cap does not apply to: confidentiality breach, GDPR liability (to the extent it cannot be limited), gross negligence / wilful misconduct / fraud, personal injury, the Client’s payment obligations, or IP infringement.
• 11.4 No wellbeing outcomes are guaranteed. There is no representation that the Platform will reduce PHQ / GAD scores, lower absenteeism, or generate any organisational outcome. Aggregate improvements are correlational, not causal; small pilots are statistically underpowered.

12. General Provisions

• 12.1 Entire agreement = Sales Order + Master Terms + Annex.
• 12.2 Amendments must be written and signed.
• 12.3 Provider may update these Master Terms; an existing Pilot’s version is locked at its Sales Order date, and materially adverse updates require Client consent.
• 12.4 No assignment without consent (except Provider to an affiliate / successor on M&A).
• 12.5 Notices go to the addresses in the Sales Order; email if acknowledged.
• 12.6 Severability.
• 12.7 No waiver.
• 12.8 Counterparts and electronic signature are acceptable.

13. Governing Law & Dispute Resolution

• 13.1 Belgian law, excluding conflict-of-laws rules.
• 13.2 Exclusive jurisdiction: the courts of Antwerp, Belgium, plus the right to seek injunctive relief anywhere.
• 13.3 Before court: informal senior negotiation, then CEPANI mediation (the Belgian Centre for Arbitration and Mediation) if unresolved within 30 days.

Annex A — DPA

A standalone GDPR Article 28 Data Processing Agreement — covering security measures, audit rights, processor obligations, and SCCs where applicable — is drafted and executed separately with each Sales Order.