General Terms and Conditions Test Clinic
Private company with ordinary structure JBMTI BV is registered with the Chamber of Commerce under number 78533260 and is located at Keizersgracht 198 (1016DW) in Amsterdam. Test Clinic B.v.i.o. falls under JBMTI BV.
Article 1 – Definitions
1. In these general terms and conditions, the following terms have the following meaning unless explicitly stated otherwise.
2. Offer: any offer or quotation to the Client for the provision of Services by Test Clinic.
3. Company: The natural or legal person acting in the exercise of a profession or business.
4. Consumer: The natural person who does not act in the exercise of a profession or business.
5. Services: All activities, including investigations and giving advice, with the aim of protecting or curing the Client against the development of a disease or to assess its state of health. The primary Test Clinic service will consist of offering and / or performing tests that reveal whether or not the Client is infected with a particular disease.
6. Service Provider: Private company with an ordinary structure, JBMTI BV, incorporated under Dutch law, established in the Netherlands and offering Services to the Client hereinafter: Test Clinic.
7. Client: the natural or legal person who acts in the exercise of a professional or company which has appointed Test Clinic, has provided projects to Test Clinic for Services performed by Test Clinic, or to whom Test Clinic makes a proposal on the basis of an Agreement. did.
8. Agreement: any Agreement and other obligations between Client and Test Clinic, as well as Test Clinic proposals for Services provided by Test Clinic to Client and accepted by Client and accepted and performed by Test Clinic, with which these general terms and conditions form an inseparable whole. to shape.
Article 2 – Applicability
1. These general terms and conditions apply to every Test Clinic Offer, every Agreement between Test Clinic and Client and every service offered by Test Clinic.
2. Before an Agreement is concluded, the Client will have access to these general terms and conditions. If this is not reasonably possible, Test Clinic will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with Test Clinic.
4. These general terms and conditions also apply to additional, amended and follow-up assignments from the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are partially or completely null and void or are nullified, the other provisions of these general terms and conditions will remain in force, and the void / nullified provision (s) will be replaced by a provision with the same purport as the original provision.
7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
8. The applicability of articles 7: 404 Dutch Civil Code and 7: 407 paragraph 2 Dutch Civil Code is explicitly excluded.
9. If in these general terms and conditions reference is made to him / her, this should also be understood as a reference to he / him / his, if and insofar as applicable.
10. In the event that Test Clinic has not always demanded compliance with these general terms and conditions, it retains its right to claim full or partial compliance with these general terms and conditions.
Article 3 – The Offer
1. All offers made by Test Clinic are without obligation unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
2. Test Clinic is only bound by an Offer if it is confirmed in writing by the Client within 7 days. Nevertheless, Test Clinic has the right to refuse an Agreement with a (potential) Client for a valid reason for Test Clinic.
3. The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Term indications in the Test Clinic offers are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded unless explicitly agreed otherwise.
Article 4 – Establishment of the Agreement
1. The Agreement is concluded the moment a confirmation is sent by e-mail to the e-mail address specified by the Client.
2. Test Clinic has the right to revoke the (signed) Agreement within 1 working day after receipt of the acceptance.
3. Test Clinic is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or error.
4. If the Client cancels an already confirmed assignment, the costs actually incurred (including the time spent) will be charged to the Client.
5. Every Agreement that is entered into with Test Clinic or a project that is assigned to Test Clinic by Client rests with the company and not with an individual person associated with Test Clinic.
6. The right of withdrawal of the Client being a Company is excluded, unless otherwise agreed. The Client being a Consumer has the right to withdrawal during the legal period of 14 days, unless Test Clinic has already started the Services with the Client’s permission. The Client waives its right of withdrawal by means of this permission.
7. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 – Duration of the Agreement
1. The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the assignment entails that it has been entered into for a definite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that Test Clinic obtains from the Client.
2. Both the Client and Test Clinic can dissolve the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable period to comply with its obligations and it still fails to fulfill its obligations. in that case correctly. This also includes the Client’s payment and cooperation obligations.
3. The dissolution of the Agreement does not affect the Client’s payment obligations insofar as Test Clinic has already performed work or delivered services at the time of the dissolution. Client must pay the agreed fee.
4. In the event of premature termination of the Agreement, the Client will owe the actual costs incurred up to that time to Test Clinic at the agreed rate.
5. Both the Client and Test Clinic can terminate the Agreement in whole or in part in writing with immediate effect, without further notice of default, in the event that one of the parties is in suspension of payments, filed for bankruptcy or the company concerned ends by liquidation. If a situation as mentioned above occurs, Test Clinic is never obliged to refund money already received and / or compensation.
Article 6 – Consent
1. The Client’s consent is required for the performance of the Agreement.
2. Test Clinic will inform the Client in a clear manner and, if requested, in writing about the intended Services, the developments and the treatment. Test Clinic will inform the Client who has not yet reached the age of 12 years in such a way that suits his comprehension.
3. By scheduling a Service, the Client gives explicit and unambiguous consent. This complies with the consent requirement, except in the event that the Client has not yet reached the age of 12 years, in which case the consent of the parent (s) and / or the legal representative (s) is also required. However, the Service can, however, without the consent of the parent (s) and / or the legal representative (s) if it is manifestly necessary in order to prevent serious harm to the Client, as well as if the Client continues to carry out the performance well-considered even after the refusal of consent. to wish.
Article 7 – Performance of the services
1. Test Clinic will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. Test Clinic guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.
2. The Agreement on the basis of which Test Clinic performs the Services is leading for the scope and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
3. The information and data provided by the Client are the basis on which the Services and prices offered by Test Clinic are based. Test Clinic has the right to adjust its services and prices if the information provided appears to be incorrect and / or incomplete.
4. In the performance of the Services, Test Clinic is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for Test Clinic, the Client is obliged to reimburse the additional additional costs accordingly based on a new quotation.
5. Test Clinic is entitled to engage (certified) third parties for the performance of the Services.
6. If required by the nature and duration of the assignment, Test Clinic will keep the Client informed of the progress in the meantime via the agreed manner.
7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established schedule. Test Clinic is never liable for adjusting the planning. If the start, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided all requested information on time, or does not provide sufficient cooperation, a possible advance payment has not been received by Test Clinic on time or by others circumstances, which are for the account and risk of the Client, if there is a delay, Test Clinic is entitled to a reasonable extension of the delivery or completion period.
Article 8 – Obligations of the Client
1. The Client is obliged to provide all information requested by Test Clinic (including a valid proof of identity) as well as relevant attachments and related information and data in a timely manner and / or before the start of the work and in the desired form for a correct and efficient execution of the Agreement. Failing this, it may occur that Test Clinic is unable to realize a full implementation and / or delivery of the relevant documents. The consequences of such a situation are at all times for the account and risk of the Client.
2. Test Clinic is not obliged to check the correctness and / or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Test Clinic responsible for the accuracy and completeness of the information compiled by Test Clinic for third parties and / or provided to third parties in the context of the Agreement.
3. Test Clinic may, if necessary for the performance of the Agreement, request additional information. Failing this, Test Clinic is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify Test Clinic of this immediately or no later than 3 working days after the change has become known.
4. To the best of its knowledge, the Client will provide Test Clinic with all information and the cooperation that Test Clinic reasonably requires for the performance of the Agreement.
Article 9 – Advice
1. Test Clinic can, if instructed to do so, draw up advice, action plan, design, report, planning and / or reporting for the benefit of the provision of services. The content thereof is not binding and only advisory in nature, but Test Clinic will observe its duties of care. The client decides itself and on its own responsibility whether to follow the advice.
2. The advice provided by Test Clinic, in whatever form, can never be regarded as medical advice. If the Client considers this advice as medical advice, the Client must first consult a trained specialist.
3. At the first request, the Client is obliged to Test Clinic to assess the proposals it has provided. If Test Clinic is delayed in its work, because the Client does not or not timely assess a proposal made by Test Clinic, the Client is at all times responsible for the resulting consequences, such as delay.
4. The nature of the service means that the result at all times depends on external factors that can influence the Test Clinic reports and advice, such as the quality, correctness and timely delivery of the necessary information and data from the Client and its employees. . The client guarantees the quality and the timely and correct delivery of the required data and information.
5. The Client will notify Test Clinic in writing prior to the commencement of the activities that are or may be important, including any points and priorities for which the Client wishes attention.
Article 10 – Additional activities and changes
1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or at the request of the Client further activities are required to achieve the desired result of the Client, the Client is obliged to provide these additional to pay for work according to the agreed rate. Test Clinic is not obliged to comply with this request, and may require the Client to conclude a separate Agreement for this and / or refer it to an authorized third party.
2. If the additional activities are the result of negligence on the part of Test Clinic, if Test Clinic has made an incorrect estimate or could reasonably have foreseen the relevant activities, these costs will not be passed on to the Client.
Article 11 – Prices and payment
1. All prices are in principle inclusive of turnover tax (VAT), unless otherwise agreed.
2. Test Clinic performs its services in accordance with the agreed rate. The Client, being a Consumer, is obliged to pay the agreed price prior to the Service. The Client being a Company has the option to pay the agreed price afterwards with due observance of a final payment term of 7 days.
3. Travel time for the benefit of the Client and travel-related costs will be charged to the Client.
4. The Client is obliged to fully reimburse the costs of third parties deployed by Test Clinic after approval of the Client, unless expressly agreed otherwise.
5. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before commencing the performance of the services.
6. The client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
7. Test Clinic is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they have been explicitly laid down in the Agreement.
8. Client must pay these costs all at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and data of Test Clinic made known to it.
9. In the event of liquidation, insolvency, bankruptcy, involuntary winding-up or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
Article 12 – Collection policy
1. If the Client does not fulfill its payment obligation, and has not fulfilled its obligation within the stipulated payment term of 7 days, the Client being a Company is in default by operation of law. The Client, being a Consumer, will first receive a written reminder with a period of 14 days after the date of the reminder to still comply with the payment obligation, including a statement of the extrajudicial costs if the Consumer does not fulfill its obligations within that period, before is in default.
2. From the date that the Client is in default, Test Clinic will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on reimbursement for extrajudicial collection costs of 1 July 2012.
3. If Test Clinic has incurred more or higher costs which are reasonably necessary, these costs are eligible for reimbursement. The integral judicial and execution costs incurred are also at the expense of the Client.
Article 13 – Privacy, data processing and security
1. Test Clinic handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested to do so, Test Clinic will inform the person concerned about this.
2. Client is responsible for the processing of data processed using a Test Clinic service. The client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Test Clinic against any (legal) claim related to this data or the implementation of the Agreement.
3. If Test Clinic must provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs. , is not unreasonable.
Article 14 – Suspension and dissolution
1. Test Clinic has the right to retain the data, data files and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a valid reason for Test Clinic arises, which justifies suspension in that case.
2. Test Clinic is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
3. In that case, Test Clinic is not liable for damage, for whatever reason, as a result of the suspension of its activities.
4. The suspension (and / or dissolution) does not affect the Client’s payment obligations for work already performed. In addition, the Client is obliged to compensate Test Clinic for any financial loss that Test Clinic suffers as a result of the Client’s default.
Article 15 – Force majeure
1. Test Clinic is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
2. Force majeure on the part of Test Clinic is in any case understood to mean, but is not limited to: (i) force majeure on the part of suppliers of Test Clinic, (ii) failure to properly fulfill obligations of suppliers that the Client or its third parties have Test Clinic are prescribed or recommended, (iii) inadequacy of software or any third parties involved in the execution of the service, (iv) government measures (as a result of a pandemic or epidemic), (v) failure of electricity, internet, data network and / or telecommunication facilities, (vi) illness of Test Clinic employees or advisers engaged by it and (vii) other situations that, in the opinion of Test Clinic, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. In case of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred before the dissolution of the Agreement will in that case be paid by the Client. Test Clinic is not obliged to compensate the Client for any losses caused by such a withdrawal.
Article 16 – Limitation of liability
1. If any result that is laid down in the Agreement is not achieved, a Test Clinic shortcoming will only be deemed to exist if Test Clinic has explicitly promised this result when accepting the Agreement.
2. If there is an attributable shortcoming on the part of Test Clinic, Test Clinic is only obliged to pay any compensation if the Client has given Test Clinic notice of default within 14 days after discovery of the shortcoming and Test Clinic has not subsequently received this shortcoming within a reasonable period of time. restored. The notice of default must be submitted in writing and contain such an accurate description / substantiation of the shortcoming, so that Test Clinic is able to respond adequately.
3. If the provision of Services by Test Clinic leads to Test Clinic’s liability, that liability is limited to the total amount that is invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is is the result of intent or intentional recklessness on the part of Test Clinic. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determine the cause of damage, direct damage, liability and the manner of recovery.
4. Test Clinic explicitly excludes all liability for consequential damage. Test Clinic is not liable for indirect damage, loss of profits, loss of profit and / or loss, missed savings, damage due to business interruption, loss of capital, loss due to delay, interest damage and immaterial damage.
5. The Client indemnifies Test Clinic against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and also consisted of Services provided by Test Clinic, unless the Client can demonstrate that the damage was exclusively caused by the Test Clinic service.
6. Any advice provided by Test Clinic on the basis of incomplete and / or incorrect information provided by the Client is never grounds for Test Clinic’s liability.
7. The content of the Test Clinic advice delivered is not binding and only advisory in nature. The Client decides itself and on its own responsibility whether it will follow the Test Clinic proposals and recommendations referred to therein. All consequences arising from the follow-up of the advice are at the expense and risk of the Client. Client is at all times free to make its own choices that deviate from the advice provided by Test Clinic. Test Clinic is not bound by any form of refund if this is the case.
8. If a third party is engaged by or on behalf of the Client, Test Clinic is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice drawn up) of the third party engaged by the Client in Test Clinic’s own advice. .
9. Test Clinic does not guarantee that the results of the Service provided are reliable at all times.
10. Test Clinic does not guarantee the correct and complete transmission of the content of and e-mail sent by / on behalf of Test Clinic, nor the timely receipt thereof.
11. All claims of the Client due to failure on the part of Test Clinic lapse if they are not reported to Test Clinic in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Test Clinic’s liability expires.
Article 17 – Confidentiality
1. Test Clinic and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. The confidentiality does not apply if the information in question is already public / generally known, the information is not confidential and / or the information has not been made known to Test Clinic by the Client during the Agreement and / or has been obtained by Test Clinic in another way. .
2. In particular, confidentiality pertains to Test Clinic results, advice, reports, designs, working methods and / or reports regarding the Client’s assignment. The Client is expressly prohibited from sharing the content thereof with (unauthorized) third parties. Furthermore, Test Clinic always exercises the required care in handling all company-sensitive information provided by the Client.
3. If Test Clinic is obliged on the basis of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or third party such as the Municipal Health Service (GGD) and Test Clinic cannot invoke a right of non-disclosure, Test Clinic is not obliged to pay any compensation and does not give the Client any ground for dissolution of the Agreement.
4. For the transfer or dissemination of information to third parties and / or publication of statements, advice or productions provided by Test Clinic to third parties, Test Clinic’s written consent is required, unless such consent has been expressly agreed in advance. Client will indemnify Test Clinic against all claims from such third parties as a result of relying on such information that has been disseminated without Test Clinic’s written consent.
5. The obligation of confidentiality also imposes on Test Clinic and the Client the third parties to be engaged by them.
Article 18 – Indemnification and correctness of information
1. The Client is responsible for the correctness, reliability and completeness of all data, information, documents and / or records, in whatever form that it provides to Test Clinic in the context of an Agreement. , as well as for the data it has obtained from third parties and which has been provided to Test Clinic for the purpose of performing the Service.
2. Client indemnifies Test Clinic against any liability resulting from non-compliance or late fulfillment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and / or documents.
3. The Client indemnifies Test Clinic against all claims from the Client and third parties engaged by it or working for it, as well as from the Client’s customers, based on the failure to obtain any subsidies and / or permissions required in the context of the implementation of the agreement.
4. The Client indemnifies Test Clinic against all claims from third parties arising from the work performed on behalf of the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and / or the acts or omissions of the Client towards third parties.
5. If the Client provides Test Clinic with electronic files, software or information carriers, the Client guarantees that these are free from viruses and defects.
Article 19 – Complaints
1. If the Client is not satisfied with the Test Clinic service or otherwise has complaints about the performance of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 days after the relevant cause for the complaint. has led to report. Complaints can be reported verbally or in writing via firstname.lastname@example.org with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and / or explained by the Client if Test Clinic is to be able to process the complaint.
3. Test Clinic will respond substantively to the complaint as soon as possible, but no later than 7 days after receipt of the complaint.
4. The parties will try to find a solution together.
Article 20 – Applicable law
1. The legal relationship between Test Clinic and Client is governed by Dutch law.
2. Test Clinic has the right to change these general terms and conditions and will inform the Client of this.
3. In the event of translations of these general terms and conditions, the Dutch version will prevail.
4. All disputes arising from or as a result of the Agreement between Test Clinic and Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions of law designate another competent court.