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General Terms and Conditions
Article 1 – Definitions
In these General Terms and Conditions, the following terms will have the following meanings:
Offer: an offer or quotation for the provision of Services by SPW.
General Terms and Conditions: these General Terms and Conditions or a version adopted at a later date and communicated to the principal.
Company: a person, a legal entity, a partnership, or a corporation acting in the course of a profession or business.
Consumer: a person who is not acting in the course of a profession or business.
Services: the services to which the Offer and/or the Agreement relates, consisting of, among other things, taking Corona tests.
SPW: the user of these General Terms and Conditions, being the Stichting Positief Welzijn, registered with the Chamber of Commerce under number 77641957 and having its registered office at Kanaalweg 18G, 3526KL in Utrecht. Contact details of SPW include its telephone number: 030-2496114, e-mail: firstname.lastname@example.org, and website: www.stichtingpositiefwelzijn.nl.
Client: The Consumer or Company to whom SPW has made an Offer and/or with whom SPW has concluded an Agreement.
Agreement: an agreement for the provision of Services by SPW.
Article 2 – Applicability
2.1 These General Terms and Conditions apply to every Offer from and every Agreement with SPW, including any supplements to and/or amendments of the Offer or the Agreement.
2.2 These General Terms and Conditions are made available to the Customer before, during, and/or after concluding the Offer and/or Agreement electronically in such a way that Customers can store them. If electronic availability is not reasonably possible, the Customer will be informed where he/she can consult these Terms and Conditions electronically before the Offer is made and/or the Agreement is concluded. In that case, SPW will send these General Terms and Conditions to the Customer as soon as he/she requests them.
2.3 In case an Offer or an Agreement varies from these General Terms and Conditions, the Offer or the Agreement will prevail.
2.4 The general terms and conditions of the Client are excluded/rejected.
2.5 If any provision of these General Terms and Conditions is invalid or nullified, the other provisions of these General Terms and Conditions will remain in force. The invalid or nullified provision will be replaced by a provision that is as close as possible to the invalid or nullified provision.
Article 3 – The Offer
3.1 An Offer is without obligation (revocable), unless the Offer itself explicitly states otherwise.
Article 4 – The Agreement
4.1 An Agreement is established by the acceptance of the Offer by the Client and the fulfilment by the Contractor of the conditions set in connection therewith.
4.2 If the Customer is a Consumer who accepts the Offer electronically, SPW will immediately confirm receipt of acceptance of the Offer electronically. Until receipt of this acceptance is confirmed by SPW, the Consumer may rescind the Contract.
4.3 If the Agreement is concluded electronically, SPW will take appropriate technical and organizational measures to secure the electronic transmission of data and will ensure a secure web environment. If the Customer pays electronically, SPW will also take appropriate security measures in that regard.
Article 5 – Right of withdrawal
5.1 The Customer may only withdraw (rescind) from the Contract during a period of 14 days without giving reasons if he/she is a Consumer, subject to the provisions of Article 5.5.
5.2 The period mentioned in Article 5.1 starts on the day following the conclusion of the Agreement.
5.3 If the Consumer makes use of his right of withdrawal, he/she shall notify email@example.com within the period mentioned in Article 5.1 by means of an e-mail.
5.4 The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer.
5.5 If the Consumer exercises his right of withdrawal after first requesting SPW to commence performance of the Services/Agreement before the end of the period mentioned in Article 5.1, the Consumer shall owe SPW an amount that is proportionate to the part of the Agreement that has been performed by SPW at the time of withdrawal. By accepting these General Terms and Conditions, the Consumer acknowledges that he loses his right of withdrawal in that case for the part of the Contract that has been performed, and SPW hereby confirms this to the Consumer.
5.6 If the Consumer exercises his right of withdrawal, all additional agreements will be dissolved by operation of law.
Article 6 – Obligations in the event of withdrawal
6.1 If SPW makes it possible for the Consumer to give notice of withdrawal as referred to in Article 5 by electronic means, it will send an acknowledgement of receipt immediately after receiving such notice.
6.2 SPW will refund all payments made by the Consumer without delay within 14 days following the day on which the Consumer exercises his right of withdrawal.
6.3 SPW will use the same means of payment that the Consumer initially used for repayment, unless the Consumer agrees to a different method. The refund is free of charge for the Consumer.
Article 7 – Permission
7.1 For the performance of the Services, and thereby of the Agreement, Client’s consent is required. By scheduling the Services, the Client gives explicit and unambiguous consent for those Services and the time at which those Services will take place. This satisfies the requirement for consent, except to the extent that the Customer has not yet reached the age of 16, in which case consent by the parent(s) and/or legal representative(s) is also required.
7.2 SPW will inform the Customer in a clear manner, and in writing if requested, about the intended Services. SPW will inform the Customer who has not yet reached the age of 12 in such a way that is appropriate to their comprehension.
Article 8 – Performance
8.1 SPW will exercise the greatest possible care in performing the Services and, hence the Agreement, will comply with the applicable laws and regulations, and will follow any instructions given by supervisory authorities such as the IGJ. If necessary, SPW will engage one or more doctors with a BIG registration.
8.2 The Services are performed at the location or locations proposed by SPW in the Offer and accepted by the Customer.
8.3 SPW is entitled to engage (certified) third parties, such as doctors, to perform the Services at its own discretion.
8.4 The Services will be performed at the time(s) proposed by SPW in the Offer and accepted by the Customer. If the Services cannot be performed or cannot be performed on time, the Customer has the right to terminate the Agreement.
8.5 The Customer must provide SPW with all the requested documents and information on time and in the form requested.
8.6 The Customer guarantees the accuracy of the documents and data requested in Article 8.5, even if they originate from third parties.
8.7 The Customer will, of his/her own accord, provide SPW with all documents and data that he/she believes are or may be relevant to the performance of the Services and, hence, the Agreement.
8.8 The Customer will cooperate with SPW in every way that is necessary for the performance of the Services and, by extension, the Agreement, including strictly following instructions given by or on behalf of SPW.
8.9 SPW makes no promises regarding the period within which the results of the Corona tests will be available. Any terms mentioned are indicative and the Customer may not derive any rights from them.
Article 9 – Duration, cancellation, and extension
9.1 The Client may terminate the Agreement entered into for an indefinite period of time with due observance of the agreed notice period and, in the absence thereof, with a notice period of no more than three months.
9.2 The Agreement entered into for a definite period of time will end by operation of law without notice after the expiry of that period, unless otherwise agreed.
9.3 If the Agreement referred to in Article 9.2 is tacitly continued after the expiry of the fixed term, the Agreement will run for an indefinite period as referred to in Article 9.1 from that moment.
9.4 Contrary to the provisions of Article 9, paragraphs 1 and 2, SPW may terminate the Contract early with immediate effect if the Customer has been granted a suspension of payments or has filed for bankruptcy.
9.5 If the Agreement is terminated on the basis of this article 9, SPW will never be obliged to pay compensation for damage or otherwise.
Article 10 – Payment
10.1 SPW will provide the Services at the agreed prices.
10.2 If the Customer is a Consumer, he is obliged to pay any agreed price prior to the Services, upon conclusion of the Contract, in the manner indicated by SPW.
10.3 If the Customer is a Company, it is obliged to pay the agreed price in the agreed manner.
10.4 The Customer is obliged to reimburse SPW in full on demand for any costs not included in the price referred to in Article 10.3, unless expressly agreed otherwise.
10.5 The parties may agree that the Customer should pay in advance. If an advance payment has been agreed, the Customer must pay the advance payment before the performance of the Services, and thereby of the Agreement, is initiated.
10.6 The Customer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
10.7 SPW is entitled to increase the agreed prices annually in connection with price developments (inflation).
10.8 The Customer must pay the prices and any costs due in a lump sum, without set-off or deferral, within the agreed periods as stated on the invoice or otherwise to the account number made known to him/her.
10.9 In the event of the Client’s bankruptcy, all prices owed by the Client, and any costs and other obligations of the Client, shall become immediately due and payable in full.
10.10 If the Customer does not meet the agreed payment obligation or does not meet it on time, the Customer who is a Company is legally in default. The Customer who is a Consumer will only be in default after the expiry of the period of 14 days mentioned in a written demand following the date of the demand containing a statement of the extrajudicial costs.
10.11 From the date on which the Customer, being a business, is in default, it will owe, without further notice of default, the statutory commercial interest from the first day of default until the day of payment in full. Alongside this, the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code are to be calculated in accordance with the graduated scale set out in the Decree on the reimbursement of extrajudicial collection costs of 1 July 2012. If SPW has incurred higher costs, these costs will also be eligible for reimbursement.
Article 11 – Privacy
11.1 SPW will process the personal and other data required to perform the Services (and hence the Agreement), and/or that which must be processed pursuant to a statutory obligation with the utmost care. This is in compliance with the applicable laws and regulations and with the provisions of the applicable privacy statement.
11.2 By accepting these General Terms and Conditions, the Client declares to have taken cognizance of the content of the Privacy Statement.
Article 12 – Confidentiality
12.1 The parties reciprocally undertake to keep all confidential information obtained in the context of an Offer and/or a Contract, such as advice, reports, and/or designs prepared by SPW as a secret.
12.2 The confidentiality obligation does not apply if the information concerned is already in the public domain, the information is not confidential, and/or if the part(ies) is required to disclose it by law and/or court order.
Article 13 – Suspension
13.1 SPW is entitled to retain the documents and data it has received or produced if the Customer fails to meet his obligations (in full).
13.2 SPW is entitled to suspend performance of the Services, and thereby the Agreement, if the Customer is in default in complying with his/her obligations under the Agreement. This is without SPW being liable for any damage the Customer may suffer as a result.
Article 14 – Force majeure
14.1 SPW is not liable if it is unable to perform the Agreement due to force majeure.
14.2 Force majeure as referred to in Clause 14.1 shall in any event include (but not be limited to):
(i) failure by suppliers to comply with obligations they have towards SPW and which affect the performance of the Services, and hence of the Agreement,
(ii) shortcomings by third parties in the performance of their obligations towards the Customer that affect the performance of the Services and, as a result, the Agreement,
(iii) defectiveness of software and/or items or services of third parties which are necessary for the performance of the Services, and thereby of the Agreement,
(iv) government measures (for example, as a result of a pandemic or epidemic),
(v) failure of electricity, internet, data network, and/or telecommunications facilities,
(vi) illness of persons employed by or on the instructions of SPW.
Article 15 – Limitation of liability
15.1 If any result set out in the Contract is not achieved, SPW is only liable if it has been explicitly guaranteed in the Contract.
15.2 If SPW has failed imputably in the performance of the Agreement, SPW’s liability is limited to the total amount invoiced under the Agreement. However, this is only with regard to the direct loss suffered by the Customer, unless such loss is the result of gross negligence or intention on SPW’s part. SPW is never liable for consequential loss and/or indirect loss or damage such as loss of profits, losses incurred, loss of savings, loss due to business interruption, loss of assets, loss caused by delay, loss of interest, and immaterial damage.
15.3 The Customer indemnifies SPW against all third-party claims resulting from a defect in a service provided by the Customer to third parties that consisted of part of the services provided by SPW to the Customer.
15.4 Advice given by SPW, in whatever form, is never to be regarded as medical advice.
15.5 Advice given by SPW based on incomplete and/or incorrect information supplied by the Customer are under no circumstance’s grounds for liability on SPW’s part.
15.6 Advice given by SPW is never binding and is only advisory in nature.
15.7 SPW does not warrant that the results of the Services provided are reliable at all times.
15.8 All claims of the Customer on account of default on the part of SPW will lapse if they are not reported to SPW in writing within one year after the Customer became aware or could reasonably have become aware of them.
Article 16 – Complaints procedure
16.1 The Customer may address complaints to SPW or to the e-mail address firstname.lastname@example.org.
16.2 SPW will respond to complaints submitted to it within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, SPW will respond within the 14-day period with a notice of receipt and an indication of when the Customer can expect a more detailed response.
Article 17 – Applicable law
17.1 An Offer and/or Agreement to which these Terms and Conditions relate is governed exclusively by Dutch law.
Article 18 – Amendments
18.1 SPW is entitled to amend these Terms and Conditions and will inform the Customer accordingly where applicable and necessary.
Stichting Positief Welzijn, Utrecht
01 september 2021