GENERAL TERMS AND CONDITIONS FitzMe Company BV

 

General Terms and Conditions apply to FitzMe Company BV (27226039), established at Orteliuslaan 1 in Utrecht, hereinafter referred to as: FitzMe Company.

 

Art. 1. Applicability.

1.1 These General Terms and Conditions apply to all quotations, order confirmations, and agreements relating to the development and delivery of goods or services for a third party, to be performed by FitzMe Company for fees to be determined by subsequent calculation or fixed price. FitzMe Company is bound by deviations from these General Terms and Conditions or from the Client's standard terms and conditions only to the extent that this has been expressly agreed upon in writing.

 

Art. 2. Quotations and Agreements.

• Unless expressly stated otherwise herein, all quotations from FitzMe Company are valid for 3 months, calculated from the date of issue. Agreements as referred to in Article 1 can only be concluded by the signing of either a binding quotation or an agreement containing a reference to an underlying quotation and the applicable declaration of these General Terms and Conditions by persons authorized to do so as evidenced by registration in the Commercial Register.

 

Art. 3. Changes to the assignment.

• If it becomes apparent to FitzMe Company that the execution of the assignment cannot lead to the result desired by the Client, or cannot do so optimally, it is permitted to notify the Client in writing of the changes to the description of the assignment that it deems necessary in the interest of the Client, and of the financial consequences thereof.
• If the Client has not agreed in writing to FitzMe Company regarding the relevant changes and any financial consequences thereof within one week of receipt of a quotation as referred to above, FitzMe Company shall have the choice between executing the agreed assignment without modification, or executing the agreed assignment with the changes proposed by FitzMe Company, but without this leading to a change in the amounts owed by the Client.
• Changes to the description of the assignment requested by the Client need only be taken into account by FitzMe Company after the parties have reached agreement thereon and have recorded those changes and any financial consequences thereof in writing.
• FitzMe Company shall no longer be bound by any commitments or estimates made by FitzMe Company regarding the expected duration of the work to be performed by it as soon as a change in the description of the assignment has occurred or either party has notified the other party, in accordance with the aforementioned provisions, that it wishes to request a change in the description of the assignment.

 

Art. 4. Safety.

• FitzMe Company shall comply with the safety and security regulations duly communicated to it by the Client and shall instruct its employees accordingly.

 

Art. 5. Confidentiality.

• FitzMe Company commits to maintaining the confidentiality of all data received regarding the Client's business in the context of the agreement and undertakes to impose the same duty of confidentiality on its employees. The principles described in the Privacy Statement also apply.

 

Art. 6. Communication.

• The Client shall transmit all communications and instructions intended for FitzMe Company or its employees concerning the assigned work to the official responsible for that purpose designated by FitzMe Company. The Client is not permitted, without prior consent from FitzMe Company, to directly instruct employees of FitzMe Company, other than as necessary to protect the safety of the Client or its personnel or property.

 

Art. 7. Cooperation of the Client and third parties.

• If FitzMe Company does not obtain and retain timely and proper possession of the data, goods, and facilities to be made available by the Client pursuant to the agreement, or of the goods or services to be procured by FitzMe Company or by the Client from third parties pursuant to the agreement, FitzMe Company shall no longer be bound by FitzMe Company’s commitments or estimates regarding the expected duration and expected costs of the work to be performed by it. Furthermore, FitzMe Company shall be entitled to charge the Client for any additional costs reasonably incurred as a result of the delay. Article 7.1 shall apply accordingly if the Client fails to comment within five working days or within the period stipulated for that purpose in the agreement on any matter submitted to it by FitzMe Company for approval or decision, relating to the progress of the project.

 

Art. 8. Transferability.

• FitzMe Company has the right to have certain activities performed by third parties without notification to and express consent from the Client. FitzMe Company is entitled to transfer this agreement to its legal successor, unless the Client can demonstrate that this may jeopardize the performance of the agreement.

 

Art. 9. Prices, accountability and invoices.

• All stated rates are, unless expressly stipulated otherwise, exclusive of VAT, travel and expense allowances, and other levies imposed by the government. Any levies and/or taxes applicable to the quotation, (order) confirmation, and/or Agreement shall be for the account of the Client. If the VAT rates are adjusted at any time during a calendar year, FitzMe Company shall charge the amended VAT rates to the Client from that moment onwards.
• FitzMe Company reserves the right to index the rates annually based on the CBS index figure.
• The rates stated in a quotation, (order) confirmation, and/or Agreement are based on the rates of the relevant calendar year in which the quotation, (order) confirmation, and/or Agreement was issued. If the annual boundary is exceeded, the rates of the new calendar year apply, including the increase as described in Article 9.2.
• PMOs are invoiced in advance for 50% and 50% afterwards based on the jointly estimated amount. All other products and/or services are invoiced at the start within 30 days. Any additional products or services agreed upon during the delivery or execution of the product or service will be invoiced immediately after FitzMe Company has received the assignment. Any interventions to be deployed following the original products or services of FitzMe Company will be invoiced in full in the month in which the intervention takes place.

 

Art. 10. Cancellation

For the purposes of this provision, cancellation is understood to mean the possibility for the Client to nevertheless release itself from the agreement without any default on the part of FitzMe Company.

Cancellation policy health examinations / PMOs.

• 10.1.1.In the event of cancellation of the program by the client up to 15 working days prior to the start date of the PMO, the first two half-days will always be charged. The costs for the remaining coaching half-days taken and the estimated number of questionnaires for the PMO will be waived. The start date of the PMO refers to the opening and initial communication of the landing page.
• 10.1.2.In the event of cancellation of the process, 100% will in all cases be charged the costs of additional services already purchased, such as start-up costs, project management costs, and minimum planning costs, among others, as compensation for work already performed and scheduled and lost income, regardless of the time of cancellation.
• 10.1.3 In the event of cancellation of the trajectory by the client within 15 working days prior to the start date of the PMO, 100% will be charged the previously estimated costs.
• 10.1.4 Cancellation must be made in writing. If cancellation is not made as described above, no refund will be granted, even if the client does not make use of the services. These regulations apply regardless of the reason for cancellation of the service.

Cancellation policy for other services (such as training, workshops, webinars, coaching and other services)

• In the event of cancellation of the purchased service by the customer up to 15 working days before commencement, the costs of the purchased service itself shall be waived.
• In the event of cancellation of the purchased service, 100% will in all cases be charged the costs of the additional services already purchased as compensation for work already performed and scheduled and lost income, regardless of the time of cancellation.
• In the event of cancellation of the purchased service by the customer within 15 working days prior to the start date, 100% will be charged for the purchased service.
• Cancellation must be made in writing. If cancellation is not made as described above, no refund will be granted, even if the client does not make use of the services. These regulations apply regardless of the reason for cancellation of the service.

 

   Art. 11. Relocation of data or location

Relocation of health examinations / PMOs

• If the trajectory is rescheduled up to 15 working days before the start date of the PMO, an additional hourly rate of €75 per hour applies for the extra work involved in this rescheduling.
• If the test day(s) are rescheduled within 15 working days, a rescheduling fee of 85% applies, in addition to this previously agreed price.

Relocation of other services  (such as training sessions, workshops, coaching, individual test days and other services)

• If the service is rescheduled up to 15 working days before the start date, an additional hourly rate of €75 per hour applies for the extra work involved in this rescheduling.
• If the service is rescheduled within 15 working days before the start date, a rescheduling fee of 85% applies, in addition to the already agreed price.

 

Art. 12. Payment terms.

• FitzMe Company and the Client endeavor to encourage participation in the services. Nevertheless, it may occur that participation falls short or that the agreed hours are not fully utilized. However, FitzMe Company always invoices the agreed hours and/or the pre-agreed amount, regardless of whether participation in the relevant service follows.

12.1.1. These terms and conditions do not apply to health examinations/PMOs. For this type of service, FitzMe Company always schedules and invoices its coaches per half-day, even if the half-day is not fully booked with participants.

• All invoices from FitzMe Company as referred to in Article 9 must be paid no later than 30 days after dispatch. If this period is exceeded, the Client shall be in default by operation of law, without any further notice of default or demand being required.
• From the moment the Client is in default until the day of full payment, the Client owes FitzMe Company the statutory commercial interest, increased by administrative costs amounting to 2% of the principal sum but at least € 25.00. Furthermore, the Client owes the costs reasonably incurred by FitzMe Company for the collection of the amount owed by the Client, including both judicial and extrajudicial costs (including the costs of both internal and external legal assistance), in the amount of 15% of the amount due, with a minimum of € 300. This is in deviation from the Act on the Standardization of Extrajudicial Collection Costs and the associated Decree on Compensation for Extrajudicial Collection Costs.
• Without prejudice to the other rights and claims of FitzMe Company, FitzMe Company – in the event that the Client is in default pursuant to Article 2 – is entitled to suspend the Services to be delivered or to dissolve the Agreement pursuant to Article 12.2. Suspension of the agreed Services does not affect the Client's obligation to pay the outstanding invoices. To prevent
• In case of doubt, it is stated that FitzMe Company is not liable for any damage that is (partly) the result of or related to the suspension of Services by FitzMe Company.
• If the Client believes it is entitled to a subsidy from a sector fund for the services to be performed by FitzMe Company, this does not release the Client from its obligation to pay if the fund does not grant the subsidy.

 

Art. 13. Rights of industrial or intellectual property.

• If the work performed by FitzMe Company results in the creation of works in respect of which copyrights or other rights of industrial or intellectual property can be asserted, the Client shall transfer those rights, or its share therein, respectively, to FitzMe Company after the latter has paid all amounts due in connection with that assignment, but this shall not affect FitzMe Company's right to apply its knowledge and experience, as increased by the work, for other purposes.
• The Client shall respect the intellectual property rights of FitzMe Company in the context of services provided by FitzMe Company.

 

Art. 14. Liability.

• If damage is caused to the Client due to culpable conduct or negligence on the part of FitzMe Company or one of its employees, FitzMe Company shall in no event be obliged to pay compensation exceeding the lower of either the costs that the Client had to pay in addition after interim termination of the agreement in accordance with Article 16 to have the remaining work completed by others, or the amount that the Client has become indebted to FitzMe Company under this agreement, excluding VAT. The Contractor shall never be obliged to pay compensation for indirect damage suffered by the Client, including but not limited to stagnation in the regular course of business of the Client's enterprise.
• The compensation to the Client shall, notwithstanding the foregoing, regardless of the number of times the damage occurs, and regardless of the actual damage suffered by the Client, never exceed € 50,000.

 

Art. 15 No employment of the employee of the other party.

• During the term of the agreement and for the first six months following its termination, neither party shall be permitted to employ employees of the other party other than with the written consent of the other party.

 

Art. 16 Duration and termination.

• The agreement shall continue until the completion of the assigned work. However, it may be terminated by either party with immediate effect by registered letter if the other party has applied for a suspension of payments, a petition for the bankruptcy of the other party has been filed, or the other party fails to comply with any obligation under this agreement and/or these terms and conditions, or otherwise acts in breach of the agreement and/or these terms and conditions, but only after the other party has been summoned to do so and, if possible, has been given 14 days to comply with the agreement and/or these terms and conditions.

Art. 17 Entire Agreement.

• The written agreement supersedes all prior oral and written agreements made between the parties regarding the subject matter thereof. Amendments to the agreement shall bind the parties only after they have been recorded in writing and duly signed by both parties. Notwithstanding the provisions of paragraph 2, amendments to the description of the assignment as referred to in Article 3 of these terms and conditions shall also bind the parties.

 

Art. 18 Disputes, applicable law, competent court.

• These terms and conditions, as well as all agreements, are governed by Dutch law.
• All disputes arising from these terms and conditions as well as from all agreements shall be subject to the judgment of the competent court in the District of Zeeland / West-Brabant.

 

Art. 19 Amendments.

• FitzMe Company reserves the right to unilaterally amend these general terms and conditions from time to time. FitzMe Company always publishes the most recent version on its website.