Article 1 General
In these general terms and conditions, the following terms have the following meanings:
- Contractor: HC Health B.V. having its registered office in (1013 KS) Amsterdam at Grote Bickersstraat 50A.
- Client: the party that has entered into or wishes to conclude an agreement with the Contractor.
- Agreement: the agreement for assignment between the Client and the Contractor in which the Contractor undertakes to the Client to perform curative and / or preventive activities.
- Curative activities: All activities aimed at reintegration and treatment.
- Preventive activities: activities aimed at preventing employees from dropping out, including chair massage, company fitness, workplace research, preventive exercise programs.
Article 2 Applicability
2.1 These general terms and conditions apply to all services provided by the Contractor and third parties engaged by the Contractor to the Client, except if and insofar as the content of these general terms and conditions is deviated from in a written Agreement signed by the parties involved.
2.2 If any provision, forming part of these general terms and conditions or of the agreement, should be null and void or destroyed, only the relevant provision will not apply and will be replaced by a provision that approaches the purport of the original provision as closely as possible. This does not affect the validity of the other provisions.
2.3 The Contractor is at all times entitled to change these general terms and conditions. The client will be notified of this at least one month before commencement of the amended general terms and conditions. In the event that the Client does not accept the amended general terms and conditions before they come into effect, it will notify the Contractor of this in writing before they come into effect.
2.4 The applicability of the Client’s General Terms and Conditions is hereby expressly rejected by the Contractor.
Article 3 Conclusion of the agreement
3.1 The Agreement is concluded at the moment that the Contract for Engagement signed by the Contractor and the Client is returned by the Contractor. The Agreement contains a clear description of the activities, terms and conditions and provisions to be performed
3.2 All other proposals and quotations from the Contractor to the Client are invitations to make an offer; if such a statement is nevertheless qualified as an offer, this offer will be made without obligation and can be revoked by the Contractor within 2 working days. All other proposals and quotations from the Contractor to the Client are invitations to make an offer; if such a statement is nevertheless qualified as an offer, this offer will be made without obligation and can be revoked by the Contractor within 2 working days.
3.3 If reservations or changes to the offer are made in the acceptance, contrary to the provisions of Article 3.1, the order will only be concluded after the Contractor has notified the Client in writing that it agrees to these deviations from the offer.
3.4 The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, made in writing or orally. Amendments to the Agreement are only valid if and insofar as they have been agreed in writing between the Client and the Contractor.
Article 4 Duration
4.1 The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or scope of the assignment that it has been entered into for a definite period of time.
Article 5 Fee
5.1 Unless the Agreement explicitly states that the Assignment has been accepted for a fixed amount, the Contractor has the right to adjust the (hourly) rates. If the (hourly) rate is adjusted by the Contractor within the period of three months after the conclusion of the Agreement, the Client is authorized to dissolve the Agreement.
5.2 The (hourly) rates applied by the Contractor can be indexed annually on 1 January after consultation with and approval from the Client.
5.3 The Contractor’s fee is exclusive of the Contractor’s expenses and exclusive of invoices from third parties engaged by the Contractor
5.4 All rates are exclusive of turnover tax and other levies that may or may be imposed by the government.
Article 6 Payments
6.1 At the end of each month, the hours actually spent by the Contractor on services to the Client will be invoiced. Investments in equipment and subscriptions are 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 indicated on the invoice, by means of a transfer to a bank account number to be designated by the Contractor. Objections to the amount of the submitted invoices do not suspend the Client’s payment obligation. The right to set-off is excluded.
6.3 If the term stated under 6.2 is exceeded, the Client will be in default by operation of law. In that case, the Client will owe statutory commercial interest on the amount due from the date on which the amount owed has become due and payable until the time of full payment, without any prior further summons or written notice of default being required, without prejudice to further rights of the Contractor.
6.4 In addition, all costs of collection, both judicial and extrajudicial, will be borne by the Client, even if and insofar as the actual extrajudicial costs exceed the amount calculated in accordance with Article 6.5 and the actual judicial costs exceed the judicial costs order.
6.5. The extrajudicial collection costs on the principal sum are calculated as follows in accordance with the Extrajudicial Collection Costs Decree (BIK):
-Over the first € 2,500 15% with a minimum of € 40
– Over the next € 2,500 10%
– Over the next € 5,000 5%
– Over the next € 190,000 1%
– On the excess above € 200,000 0 5% with a maximum of € 6,775
Article 7 Obligations of the Client
7.1 The Client must ensure that all information, documents and facilities which the Contractor considers necessary for the correct and timely execution of the assignment are made available to the Contractor in a timely manner and in the form and manner desired by the Contractor.
7.2 For the performance of the Agreement, the Contractor will be able to use the facilities of the Client, without owing any compensation, including available massage tables, training facilities, sanitary facilities and workplaces.
7.3 The Client must ensure that the Contractor is immediately informed of facts and circumstances that may be important in connection with the correct performance of the Agreement.
7.4 Unless the nature of the Agreement dictates otherwise, the Client is responsible for the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate through or from third parties. The Client indemnifies the Contractor against claims from third parties arising from the provision of incorrect or incomplete information.
7.5 If the Client does not fulfill the obligations referred to in article on time, the Contractor has the right to suspend the performance of the agreement until the Client has fulfilled its obligations.
7.6 The extra costs and extra fees resulting from the delay in the performance of the Agreement, arising from the non-availability, late or improper provision of the requested data, documents, facilities and / or personnel are at the expense of the Client.
7.7 The Client allows the Contractor to place name indications and advertisements in, on or on the areas where the services are provided.
Article 8 Obligations of the Contractor
8.1 All activities carried out by the Contractor will be carried out according to its and its employee (s) best insight and ability and in accordance with the quality criteria of the Borea Quality mark Foundation.
8.2 The Contractor determines the manner in which and by which employee (s) the Agreement will be performed but takes into account the reasonable wishes expressed by the Client as much as possible.
8.3 Unless explicitly agreed otherwise in writing, the Agreement is not deemed to be in view contracted to a specific person and the Contractor can have the person (s) who perform or execute the Agreement replace.
8.4 The Contractor has the right, without the necessary consent of the Client, to engage third parties for the performance of the Agreement and to outsource the performance of the Agreement in whole or in part to third parties.
Article 9 Force majeure
9.1 If the Contractor cannot, not timely or not properly fulfill his obligations under the agreement as a result of a cause that cannot be attributed to him, including but not limited to illness of employees, technical failures and other stagnation in the normal course of affairs within his company, those obligations will be suspended until the moment that the Contractor is still able to fulfill them in the agreed manner.
9.2 In these general terms and conditions, force majeure is understood to mean circumstances that cannot be attributed to the fault of the Contractor and are not at the expense of the Contractor pursuant to the law, a legal act or generally accepted views. In addition to this explanation of force majeure by virtue of the law and jurisprudence, force majeure also includes all external causes, foreseen or unforeseen, on which the Contractor cannot influence, but which make the Contractor unable to fulfill its obligations.
Article 10 Confidentiality
10.1 Unless any statutory provision, regulation or other (professional) regulation obliges it to do so, the Contractor and the employee (s) deployed by the Contractor or third parties engaged by the Contractor are obliged to observe secrecy towards third parties with regard to confidential information that is obtained from the Client. This also includes the prohibition on providing medical or non-medical patient or client data, except in the case of:
a. Written consent from the patient or client himself;
b. Exchange of information with those directly involved in the treatment;
c. Legal prescriptions;
d. Conflict of duties in emergency situations;
Article 11 Liability
11.1 The Contractor will perform its work to the best of its ability and thereby observe the care that can be expected from the Contractor
11.2 If the Client demonstrates that it has suffered damage due to an attributable shortcoming on the part of the Contractor that would have been avoided through careful action, the Contractor is only liable for the direct damage up to a maximum of the amount for which the liability insurance taken out by the Contractor in this respect for the relevant event or the maximum amount invoiced or to be invoiced by the Contractor to the Client if the liability insurance does not provide cover.
11.3 The Contractor is never liable for indirect damage or loss of profits or consequential loss, including, but not limited to, stagnation in the regular course of affairs within the Client’s business.
11.4 The Contractor is never liable for damage suffered by the Client or third parties, caused by the provision of incorrect or incomplete information by the Client.
11.5 The Client indemnifies the Contractor against all claims from third parties on account of any form of damage, except if this damage is caused by intent or gross negligence on the part of the Contractor.
11.6 The Client will never address employees of the Contractor
11.7 Excluded is any liability for any damage whatsoever that may arise from errors in computer software used, unless and insofar as the supplier of said computer software accepts liability and the damage can be recovered from it
11.8 The liability limitations laid down in this article are also stipulated for the benefit of third parties engaged by the Contractor for the performance of the Agreement.
11.9 The Contractor has the right at all times, if and insofar as possible, to undo or limit the damage of the Client by repairing or improving the assignment.
11.10 If the Contractor makes a mistake known to the Client in the performance of the Agreement, the latter is obliged to notify the Contractor immediately after he has discovered or could have discovered the error. If he fails to report this mistake to the Contractor, the Contractor is not liable for any damage resulting from this.
11.11 A claim for compensation for the damage must be submitted to the Contractor no later than 60 days after the Client has discovered or could reasonably have discovered the damage, failing which the right to compensation will lapse.
Article 12 Intellectual property
12.1 The Contractor reserves all intellectual property rights with regard to products of the mind which it uses or has used and / or develops and / or has developed in the context of the performance of the Agreement, and in respect of which it holds the copyrights or has or can enforce other intellectual property rights.
12.2 Without the prior written consent of the Contractor, the Client is not authorized to publish or multiply the products (results) referred to in this article, nor to use them for any purpose other than for which or for whom the relevant products (results) are intended.
12.3 The intellectual property rights that the Contractor uses under license may never be changed, reproduced, disclosed or exploited by the Client.
12.4 The Client guarantees that it is entitled to use the information and documents provided by the Client and indemnifies the Contractor against any claim from third parties based on a violation of an intellectual property right.
12.5 In case of violation of the provisions in this article, the Client is obliged to fully compensate all damage suffered by the Contractor and third parties.
Article 13 Advertisement
13.1 Advertisements with regard to the work performed and / or the invoice amount must be made known to the Contractor in writing within 60 days of the dispatch date of the documents about which the Client is advertising.
13.2 Advertisements 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, which by its nature and content is terminated, has been entered into for an indefinite period of time, it can be terminated by either party by registered letter after consultation and stating reasons, with due observance of a notice period of six months.
14.2 The Contractor may terminate the Agreement in whole or in part without notice of default and without judicial intervention by means of written notice with immediate effect in the event of force majeure and in the event of the Client’s insolvency, at the time when the Client:
a.is declared bankrupt or an application for bankruptcy has been made;
b. applies for (provisional) suspension of payment;
c. is affected by enforceable seizure;
d. is placed under guardianship or administration;
e. otherwise loses the power of disposition or legal capacity with regard to his assets or parts thereof
14.3 Each of the parties is only entitled to dissolve the agreement if the other party, after a proper written notice of default, setting a reasonable term for remedying the shortcoming, imputably fails to fulfill essential obligations under the Agreement, except in the event of non-payment by the Client. If, at the time of the dissolution as referred to in this article, the Client has already received performances for the implementation of the Agreement, these performances and the related payment obligation will not be subject to cancellation, unless the Contractor is in default with regard to those performances.
14.4 Upon termination of the Agreement, each of the parties must immediately hand over to the other party all goods, items and documents in its possession that belong to the other party.
Article 15 Disputes and Applicable law
15.1 All Agreements between the Client and the Contractor are governed by Dutch law.
15.2 Unless the parties explicitly agree otherwise in writing, all disputes related to Agreements between the Client and the Contractor will be settled exclusively by the competent court in Amsterdam.
Visiting and postal address
Grote Bickersstraat 50A
1013 KS Amsterdam