Terms & Conditions

What do we do?
We offer you hardware and software with which you can identify all relevant corneal
measurements and registration data, seamlessly plan cataract surgery, and are supported with
surgical guidance, enabling the path to optimal cataract surgery outcomes (our Services).

We provide the following Hardware:
• The Cassini Ambient which assesses ocular surface stability, measures the posterior
cornea, and detects corneal irregularities with LED topography.
• The Cassini Surgical Guidance which reduces manual marking and enhances your
accuracy and precision while saving you time.

We provide the following Software:
• Surgical Planner
• Total Cornea Astigmatism
• FLACs Integration, with automatic integration CATALYS™, LENSAR® & ALLY™
• Ocular Surface Visualization

What are you reading?
These are our general terms and conditions (the Terms). You can also find them on our Website.
When we refer to you in these Terms, we mean you as a user of our Software and Hardware.

Questions?
If you have any questions regarding these Terms, do not hesitate to contact us by sending an
email to info@cassini-technologies.com or calling +1-786-973-1914.
Terms and Conditions of Cassini Technologies B.V. | Chamber of commerce 70847932

About these Terms and other agreements with you

1. These Terms always apply and can be amended from time to time
1.1. These Terms apply to every offer and agreement between you and us.
1.2. These Terms apply to the use of the Services by you, your employees and others who use
the Services through your account (the Users).
1.3. If a provision in these Terms is invalid or unenforceable, it will be replaced by a similar
provision that is valid and enforceable.
1.4. We can change these Terms. The latest version of the Terms will always apply and can
be found on our website.
1.5. Arrangements with you that deviate from these Terms will only be applicable if they
have been agreed on by us in writing (including email).

2. Other agreements with you
2.1. For the use of our Hardware and Software, we will enter into a Purchase and License
Agreement with you (the Agreement) based on a quotation setting out the price and
estimated delivery time (the Quotation).
2.2. We can also enter into a Data Processing Agreement (DPA). If you are based in the US,
we can also enter into a Business Associate Agreement (BAA).
2.3. If there is a discrepancy between the DPA or Agreement and these Terms, the DPA or
Agreement will prevail. If there is a discrepancy between the DPA and the BAA, the DPA
will prevail.

About the use of our Hardware

3. Transfer of title and risk
If the Hardware is fully paid and delivered to the location indicated in the Quotation, the title and
risk in the Hardware passes to you.

4. Installation and operation of the Hardware
4.1. Our support officer will assist you with the installation of the Hardware and Software and
calibration of the Hardware. After installation, you must perform a limited acceptance test,
to determine if the Hardware and Software meet the expectations.
4.2. You will only use Cassini software for operating the Hardware.
4.3. You will not (attempt to) reverse engineer or disassemble any Hardware to (try to) create a
competing version of the Hardware.
4.4. You will not remove any indication about copyrights, brands, trade names or other
rights of (intellectual) property from the Hardware.

5. Warranty
5.1. We provide the following warranty:
• The Hardware has obtained approval for its use as a medical device from the U.S.
Food and Drug Administration (FDA), ensuring compliance with regulatory
standards.
• The Hardware is warranted to be free from defects under normal use for one (1)
year from the delivery date (the Warranty Period). Normal use includes operation in
an environment free from condensing moisture, rain, or other sources of water or
dust.
5.2. If a defect occurs during the Warranty Period, you will contact our helpdesk via e-mail
(helpdesk@cassini-technologies.com ) or phone (+1 202 590 9150) and follow the
instructions of our helpdesk. We will, at our discretion, remedy the defect it by either
repairing or replacing the Hardware.

About the use of our Software

6. Your use of our Software
6.1. Cassini permits you and your Users to use the Software. This permission is not exclusive
and cannot be transferred by you to third parties.
6.2. You will use the Software for its intended purpose, among others: for diagnostics,
planning and surgical guidance purposes.
6.3. It is your responsibility to ensure the functioning and maintenance of the internet
connection, internal networks and other IT systems, that form the requirements for
operating the Software. We are not liable for any malfunctioning or adverse results
relating to one of the aforementioned matters.
6.4. You will use the Software in accordance with the applicable legal norms (including but
not limited to applicable privacy regulations).
Terms and Conditions of Cassini Technologies B.V. | Chamber of commerce 708479327.

User accounts and management
7.1. You can create an unlimited number of personal accounts for Users. You are
responsible for the use of the Software by the Users.
7.2. You will ensure that Users choose a strong password and keep their login credentials
confidential. You are responsible for all activities on the User accounts.
7.3. You are responsible for creating, deleting, and managing User accounts.

8. We can make changes to the Software
8.1. We can make changes to our Software. This includes changing, modifying, removing, or
adding certain features or functionalities to the Software.
8.2. If a modification changes the interface, we will notify you in advance.
8.3. In case of a removal or significant change in certain features or functionality, this will be
communicated at least 2 (two) months in advance.
8.4. You may be required to update or upgrade ancillary IT systems to keep using the
Software.
8.5. You must keep all ancillary software and IT systems up to date and protected from
cyber-attacks, viruses, and other IT-related threats.

9. Data storage and management
9.1. The data which is collected, processed, or stored, through the Software (the Data) can
be stored on your servers (on-premise) or cloud servers managed by us.
9.2. By using the Software and uploading content or Data, you undertake and warrant that
you obtained all necessary consents, permissions, or waivers to create, process or
upload the content or Data under applicable law.
9.3. We are both responsible for ensuring that Data collection and processing is in
accordance with the applicable legal regime (including but not limited to the General
Data Protection Regulation).
9.4. If Personal Data (within the meaning of the General Data Protection Regulation) is
stored on Cassini-managed servers, we will enter into a Data Processing Agreement
(DPA) for the processing of Personal Data. In this DPA, we will agree to security
measures, non-disclosure, the loss of data and the location where the data will be
stored.
9.5. If you are based in the United States, we will enter into a Business Associate Agreement as
required by the Health Insurance Portability and Accountability Act.

10. Remote monitoring
You remain the owner of Data you generate with our Hardware and Software. We do use
Data to monitor and improve the performance of our Hardware and Software. You therefore
grant us a non-exclusive, assignable, sub-licensable, worldwide, perpetual, no-cost license
right to use Data generated by you.

11. Limitations of use
You may not:
• Attempt to amend the Software;
• reverse engineer or create new Software derived from or based on the Software offered
by us or (try to) create a competing version of the Software;
• develop, market, sell or service software that competes with the Software;
• create any new legal rights relating to the Software beyond what is permitted under this
Agreement; or
• remove any indication about copyrights, brands, trade names or other rights of
(intellectual) property from the Software.

About maintenance and support
12. Cassini Care Program
12.1. If you purchased the Cassini Care program, you are entitled to:
Terms and Conditions of Cassini Technologies B.V. | Chamber of commerce 70847932

Customer Service & Support
• Training, as indicated in the Agreement.
• 24/7 on-call Customer Service support
• Access to our online Cassini Academy for training and certifications

Device maintenance and repairs
• Hardware repairs in case of malfunctions
• Free loaner device during repairs and maintenance
• System Laser Alignment Calibration upon delivery of the Hardware
• Camera Calibration upon delivery of the Hardware

Software updates
• Latest software updates

13. Software availability and maintenance
13.1. We will do our best to keep the Software up and running during your clinic’s operating
hours.
13.2. Our helpdesk is available on weekdays, excluding American national holidays, from
09.00 am to 6.00 pm EST. You can reach our helpdesk via phone (+1 202 590 9150) and
email (helpdesk@cassini-technologies.com).
13.3. We are responsible for the functioning and maintenance of the Software. During
maintenance, the Software may be unavailable. We will do our best to carry out
maintenance activities that impact availability, outside of your clinic hours.

14. Reporting Software malfunctions
14.1. We do not guarantee that our Software is free of error. Please inform us immediately of
any errors, bugs or malfunctions. We will respond to your notification within 2 working
days.
14.2. A Malfunction is the failure of a device to meet its performance specifications or
otherwise perform as intended. Performance specifications include all claims made in
the labelling for the device.
14.3. In case of a Software Malfunction, we’ll try to offer a solution or suitable workaround as
soon as possible.

About prices and payment
15. Prices and payment
15.1. Our prices are excluding any expenses and applicable VAT.
15.2. If you fail to pay our invoice on time the following applies:
• You will automatically be in default. A default notice is not required.
• We can charge the Dutch statutory (commercial) interest, from the moment the
payment term expires until payment.
• You will pay all extrajudicial and legal costs we incur for the collection, including
costs of external experts and lawyers.
• We can suspend your access to our Software.
15.3. You cannot offset our invoices against amounts owed by us to you.
15.4. Complaints about our Hardware or Software shall not suspend a payment obligation.

Terminating the agreement
16. Termination
16.1. The Agreement will end on the date agreed upon in the Agreement.
16.2. The Agreement can also be terminated by any party in one of the following situations:
• The other party commits a material breach of the Agreement. If the breach can
be remedied, the party in breach will be given a reasonable period to do so.
• The other party is declared insolvent or bankrupt, a request for bankruptcy of
the party has been filed, or the other party has submitted a request for
suspension of payments.
• The other party’s business is wound up or discontinued (in view of liquidation,
dissolution or termination of the other party’s business).
• Force Majeure of the other party that has already lasted for more than three
months.
16.3. A termination notification must be in writing and has immediate effect. The terminating
party does not have the obligation to compensate for any loss or damage.

17. Provisions that will remain in effect
Provisions that by their nature are meant to continue after the termination of these T&Cs or
any Agreement, shall remain in effect.

The Legal Fine Print
18. We can engage third parties
We can engage third parties to partially perform our duties if we believe that this is
necessary for the delivery of our Services. Sections 7:404 of the Dutch Civil Code (DCC)
(performance of service by a specific person), 7:407 paragraph 2 DCC (joint liability) and
7:409 DCC (death of a particularly assigned service provider) are not applicable.

19. Force Majeure
19.1. We will not be liable if we are unable to fulfil our obligations due to force majeure. This
includes, for example, a non-attributable failure of third parties that Cassini
Technologies B.V. uses, hacks and internet failures. This also applies if you cannot fulfil
your obligations due to force majeure.
19.2. If the force majeure lasts longer than 30 days, you may terminate the Agreement in
writing. In this case, there is no right to compensation.

20. Intellectual property
We (or our licensors or suppliers) are the exclusive owners of all existing and future
intellectual property, such as copyrights, trademarks, design rights, patents, source codes
and know-how, which rest on our Hardware and Software or are the fruits thereof.
Any collaboration or partnership between Cassini and you will not lead to co-ownership of any IP
over the Software, unless explicitly so agreed in writing. In the event any IP can be attributed to
you, by operation of law or otherwise, you hereby, in advance transfer and we hereby, in advance,
accept any such IP at no consideration.

21. Confidentiality and privacy
21.1. We will keep all your Confidential Information confidential. By Confidential Information
we mean any information that you have indicated is confidential or that arises from the
nature of the information.
21.2. In any case, the following is Confidential Information:
a) information relating to research and development, trade secrets or business
information;
b) personal data as referred to in the General Data Protection Regulation (GDPR).

22. Liability and indemnification
22.1. We are not liable for any damage or other adverse consequences resulting from the use
or inaccessibility of (information on) our Software or Hardware. All actions you take on
the basis of our Software and Hardware are for your account and risk.
22.2. We will not be liable for any damages caused by improper or unlawful use of the
Software or Hardware by you or third parties.
22.3. We are not liable in the event of force majeure, as set out in the article entitled “Force
Majeure”.
22.4. We are only liable for your direct damages, which are directly and exclusively the result
of a shortcoming on our part.
22.5. If we are liable, our liability is always limited to the lower of a maximum of EUR 1 000
000,00 (one million euros) or the amount paid out by our insurer in that case.
22.6. We will ensure careful storage of your data. We are not liable for the damage or loss of
data stored with us or third parties.
22.7. The limitations of liability set out in this article do not apply if the damage is due to
intent or gross negligence on our part.
22.8. You shall indemnify and hold us harmless from any third-party claims such as, but not
limited to, fines, costs, damages, etc. relating to any use of our Software and Hardware
by you.

23. No transfer of rights
You are not allowed to assign or transfer any rights and obligations from these Terms or
Agreement without prior written approval of us. We can transfer our rights and obligations
to our affiliates (including the US Cassini entity that invoices our US clients).

24. Applicable law
Dutch law.

25. Competent court
The Court of Amsterdam, the Netherlands has jurisdiction to hear all disputes or claims
ensuing from these Terms.