Terms & conditions

Article 1 General

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

• Contractor: HC Health B.V., with its registered office at H.J.E. Wenckebachweg 123, (1096 AM) Amsterdam, the Netherlands.
• Client: the party that has entered into or wishes to enter into an agreement with the Contractor.
• Agreement: the service agreement between the Client and the Contractor under which the Contractor undertakes to perform curative and/or preventive activities for the Client.
• Curative activities: all activities aimed at reintegration and treatment.
• Preventive activities: activities aimed at preventing employee absenteeism, including chair massages, corporate fitness, workplace assessments, and preventive exercise programs.

Article 2 Applicability

2.1 These general terms and conditions apply to all services provided by the Contractor and by third parties engaged by the Contractor to the Client, unless and insofar as deviations from these general terms and conditions are explicitly agreed upon in a written Agreement signed by both parties.

2.2 If any provision forming part of these general terms and conditions or the Agreement is void or annulled, only the relevant provision shall cease to apply and shall be replaced by a provision that approximates the intent of the original provision as closely as possible. The validity of the remaining provisions shall remain unaffected.

2.3 The Contractor is entitled at all times to amend these general terms and conditions. The Client shall be informed of any amended terms and conditions at least one month before they enter into force. If the Client does not accept the amended terms and conditions before their effective date, the Client must notify the Contractor thereof in writing before they enter into force.

2.4 The applicability of the Client’s general terms and conditions is expressly rejected by the Contractor.

Article 3 Formation of the Agreement

3.1 The Agreement is concluded at the moment the Agreement signed by both the Contractor and the Client has been returned to and received by the Contractor. The Agreement shall contain a clear description of the services to be performed, terms, and conditions.

3.2 All other proposals and quotations made by the Contractor to the Client constitute invitations to make an offer. If such communication is nevertheless regarded as an offer, it shall be considered non-binding and may be revoked by the Contractor within 2 working days.

3.3 If the acceptance contains reservations or modifications compared to the offer, contrary to the provisions of article 3.1, the assignment shall only be concluded after the Contractor has confirmed in writing to the Client that it agrees to these deviations.

3.4 The Agreement replaces and supersedes all prior proposals, correspondence, arrangements, or other communication, whether written or oral. Amendments to the Agreement shall only be valid if agreed upon in writing between the Client and the Contractor.

Article 4 Duration

4.1 The Agreement is entered into for an indefinite period unless the content, nature, or scope of the assignment indicates that it has been entered into for a definite period.

Article 5 Fees

5.1 Unless the Agreement explicitly states that the assignment has been accepted for a fixed fee, the Contractor shall be entitled to adjust its hourly rates. If the hourly rate is adjusted by the Contractor within three months after the conclusion of the Agreement, the Client shall be entitled to terminate the Agreement.

5.2 The hourly rates applied by the Contractor may be indexed annually on January 1st after consultation with and approval by the Client.

5.3 The Contractor’s fees exclude expenses incurred by the Contractor and invoices from third parties engaged by the Contractor.

5.4 All rates are exclusive of VAT and any other government-imposed levies or taxes.

Article 6 Payments

6.1 At the end of each month, the actual hours spent by the Contractor on providing services to the Client shall be invoiced. Investments in equipment and subscriptions shall be invoiced annually in advance by the Contractor to the Client.

6.2 Payment must be made within 30 days of the invoice date in the currency specified on the invoice, by transfer to a bank account designated by the Contractor. Objections to the amount of invoices submitted do not suspend the Client’s payment obligation. The right of set-off is excluded.

6.3 If the payment term referred to in article 6.2 is exceeded, the Client shall automatically be in default by operation of law. In that case, the Client shall owe statutory commercial interest on the outstanding amount from the date the amount became due until the date of full payment, without further notice of default being required and without prejudice to the Contractor’s other rights.

6.4 In addition, all judicial and extrajudicial collection costs shall be borne by the Client, even if the actual extrajudicial costs exceed the amount calculated pursuant to article 6.5 and the actual legal costs exceed the awarded legal costs.

6.5 Extrajudicial collection costs on the principal amount shall be calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (BIK) as follows:
– 15% on the first €2,500 with a minimum of €40
– 10% on the next €2,500
– 5% on the next €5,000
– 1% on the next €190,000
– 0.5% on any amount exceeding €200,000 with a maximum of €6,775.

Article 7 Obligations of the Client

7.1 The Client shall ensure that all data, documents, and facilities that the Contractor reasonably deems necessary for the correct and timely execution of the assignment are provided to the Contractor in a timely manner and in the form and manner requested by the Contractor.

7.2 For the execution of the Agreement, the Contractor may use the Client’s facilities without compensation, including massage tables, training facilities, sanitary facilities, and workplaces.

7.3 The Client shall ensure that the Contractor is informed without delay of facts and circumstances that may be relevant to the proper execution of the Agreement.

7.4 Unless otherwise follows from the nature of the Agreement, the Client is responsible for the accuracy, completeness, and reliability of the information and documents provided to the Contractor, including information originating from third parties. The Client indemnifies the Contractor against claims from third parties arising from incorrect or incomplete information.

7.5 If the Client fails to meet the obligations referred to in this article in a timely manner, the Contractor shall be entitled to suspend execution of the Agreement until the Client has fulfilled its obligations.

7.6 Additional costs and fees arising from delays in the execution of the Agreement due to failure to provide requested information, documents, facilities, and/or personnel in a timely or proper manner shall be borne by the Client.

7.7 The Client permits the Contractor to place signage and advertisements in, on, or around the premises where the services are performed.

Article 8 Obligations of the Contractor

8.1 All services performed by the Contractor shall be carried out to the best of its knowledge and ability and in accordance with the quality standards of the Stichting Borea Keurmerk.

8.2 The Contractor shall determine the manner in which and by which employee(s) the Agreement shall be performed, while taking the reasonable wishes of the Client into account as much as possible.

8.3 Unless explicitly agreed otherwise in writing, the Agreement is not deemed to have been entered into with a specific person in mind, and the Contractor may replace the person(s) performing the Agreement.

8.4 The Contractor is entitled, without requiring the Client’s consent, to engage third parties for the execution of the Agreement and to outsource the execution of the Agreement in whole or in part.

Article 9 Force Majeure

9.1 If the Contractor is unable to fulfil its obligations under the Agreement, or is unable to do so properly or on time due to a cause not attributable to it, including but not limited to employee illness, technical failures, and other disruptions in normal business operations, those obligations shall be suspended until the Contractor is able to fulfil them in the agreed manner.

9.2 In these general terms and conditions, force majeure means circumstances that cannot be attributed to the Contractor and that are not for its account pursuant to law, legal acts, or generally accepted standards. In addition to the legal and jurisprudential interpretation of force majeure, force majeure shall also include all external causes, foreseen or unforeseen, beyond the Contractor’s control that prevent the Contractor from fulfilling its obligations.

Article 10 Confidentiality

10.1 Unless required by law, regulation, or professional rules, the Contractor, its employees, and any third parties engaged by the Contractor are obliged to maintain confidentiality towards third parties regarding confidential information obtained from the Client. This also includes the prohibition on disclosing medical or non-medical patient or client data, except in the following cases:
a. Written consent of the patient or client;
b. Exchange of information with those directly involved in the treatment;
c. Legal obligations;
d. Conflict of duties in emergency situations;
e. Scientific research.

Article 11 Liability

11.1 The Contractor shall perform its activities to the best of its ability and shall observe the care that may reasonably be expected from the Contractor.

11.2 If the Client demonstrates that it has suffered damage due to an attributable shortcoming by the Contractor that could have been avoided through due care, the Contractor shall only be liable for direct damages up to the maximum amount covered under the Contractor’s liability insurance for the relevant event, or up to the maximum amount invoiced or to be invoiced by the Contractor if no insurance coverage exists.

11.3 The Contractor shall never be liable for indirect damages or consequential damages, including but not limited to disruption of the Client’s normal business operations.

11.4 The Contractor shall never be liable for damages suffered by the Client or third parties caused by incorrect or incomplete information provided by the Client.

11.5 The Client indemnifies the Contractor against all third-party claims for damages unless such damages were caused by intent or gross negligence on the part of the Contractor.

11.6 The Client shall never directly hold employees of the Contractor liable.

11.7 Any liability for damages arising from errors in computer software used is excluded unless the supplier of the software accepts liability and the damage can be recovered from that supplier.

11.8 The limitations of liability in this article are also stipulated for the benefit of third parties engaged by the Contractor in the execution of the Agreement.

11.9 The Contractor shall at all times have the right, insofar as possible, to remedy or limit the Client’s damage through repair or improvement of the assignment.

11.10 If the Contractor makes an obvious error in the execution of the Agreement, the Client shall notify the Contractor immediately after discovering or reasonably being able to discover the error. Failure to notify the Contractor shall release the Contractor from liability for any resulting damage.

11.11 Claims for compensation must be submitted to the Contractor no later than 60 days after the Client discovered or reasonably could have discovered the damage, failing which the right to compensation lapses.

Article 12 Intellectual Property

12.1 The Contractor reserves all intellectual property rights relating to intellectual creations used, developed, or made available in the context of executing the Agreement, with respect to which it holds or may exercise copyrights or other intellectual property rights.

12.2 Without the Contractor’s prior written consent, the Client is not authorized to disclose, reproduce, or use the products (results) referred to in this article for purposes other than those for which they were intended.

12.3 Intellectual property rights used by the Contractor under license may never be modified, reproduced, disclosed, or exploited by the Client.

12.4 The Client guarantees that it is entitled to use the information and documents originating from the Client and indemnifies the Contractor against any third-party claims based on infringement of intellectual property rights.

12.5 In the event of violation of the provisions in this article, the Client shall fully compensate all damages suffered by the Contractor and third parties.

Article 13 Complaints

13.1 Complaints regarding services performed and/or invoice amounts must be submitted in writing to the Contractor within 60 days after the date of dispatch of the relevant documents.

13.2 Complaints as referred to in this article do not suspend the Client’s payment obligations.

Article 14 Termination of the Agreement

14.1 If an Agreement that by its nature and content ends has been entered into for an indefinite period, either party may terminate it after consultation and stating reasons by registered letter, observing a notice period of six months.

14.2 The Contractor may terminate the Agreement in whole or in part with immediate effect, without notice of default or court intervention, by written notification in cases of force majeure and insolvency of the Client, including when the Client:
a. is declared bankrupt or bankruptcy proceedings have been initiated;
b. applies for a (temporary) suspension of payments;
c. is subject to attachment or seizure;
d. is placed under guardianship or administration;
e. otherwise loses authority or legal capacity regarding its assets or parts thereof.

14.3 Either party shall only be entitled to dissolve the Agreement if the other party, after proper written notice of default with a reasonable period to remedy the failure, culpably fails to fulfil essential obligations under the Agreement, except in cases of non-payment by the Client. If, at the time of termination, the Client has already received services under the Agreement, those services and the related payment obligations shall not be subject to reversal unless the Contractor is in default with respect to those services.

14.4 Upon termination of the Agreement, each party shall immediately return all goods, property, and documents belonging to the other party.

Article 15 Disputes and Applicable Law

15.1 All Agreements between the Client and the Contractor shall be governed exclusively by Dutch law.

15.2 Unless otherwise expressly agreed in writing, all disputes relating to Agreements between the Client and the Contractor shall be exclusively settled by the competent court in Amsterdam.

Visiting and postal address
HC Health
H.J.E. Wenckebachweg 123
1096 AM Amsterdam
www.hchealth.nl
020-4123006