GENERAL TERMS AND CONDITIONS

Vitality coaching The Hague

 

Definitions

1. Vital Coaching Haaglanden: Vital Coaching Haaglanden, established in Voorburg under Chamber of Commerce number 84555580.
2. Client: the person with whom Vitaalcoaching Haaglanden has entered into an agreement.
3. Parties: Vitaalcoaching Haaglanden and client together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Vitaalcoaching Haaglanden.
2. Parties may only deviate from these terms and conditions if they have expressly agreed to this in writing.
3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Offers and quotes

1. Offers and quotations from Vitaalcoaching Haaglanden are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed otherwise in writing.

Acceptance

1. Upon acceptance of a non-binding quotation or offer, Vitaalcoaching Haaglanden reserves the right to withdraw the quotation or offer within 3 days of receipt of acceptance, without the customer being able to derive any rights from this.
2. Verbal acceptance by the customer only binds Vitaalcoaching Haaglanden after the customer has confirmed this in writing (or electronically).

Prices

1. All prices used by Vitaalcoaching Haaglanden are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. Vitaalcoaching Haaglanden may change all prices that it uses for its products or services, on its website or otherwise made known, at any time.
3. The price for a service is determined by Vitaalcoaching Haaglanden on the basis of the hours actually spent.
4. The price is calculated according to the usual hourly rates of Vitaalcoaching Haaglanden, applicable for the period in which he carries out the work, unless a different hourly rate has been agreed.
5. If the parties have agreed on a total amount for a service provided by Vitaalcoaching Haaglanden, this is always a guideline price, unless the parties have expressly and in writing agreed on a fixed price from which no deviation is possible.
6. Vitaalcoaching Haaglanden is entitled to deviate from the target price by up to 10%.
7. If the target price is more than 10% higher, Vitaalcoaching Haaglanden must inform the customer in a timely manner why a higher price is justified.
8. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
9. Vitaalcoaching Haaglanden has the right to adjust prices annually.
10. Prior to their entry into force, Vitaalcoaching Haaglanden will communicate price adjustments to the customer.
11. The consumer has the right to terminate the agreement with Vitaalcoaching Haaglanden if he/she does not agree with the price increase.

Consequences of not paying on time

1. If the customer does not pay within the agreed term, Vitaalcoaching Haaglanden is entitled to charge interest of 1% per month from the day the customer is in default, whereby a part of a month is counted as a whole month.
2. If the customer is in default, he will also owe extrajudicial collection costs and any compensation to Vitaalcoaching Haaglanden.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Vitaalcoaching Haaglanden may suspend its obligations until the customer has fulfilled his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, Vitaalcoaching Haaglanden's claims on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Vitaalcoaching Haaglanden, he is still obliged to pay the agreed price to Vitaalcoaching Haaglanden.

Right of suspension

Unless the Customer is a consumer, the Customer waives the right to suspend the performance of any obligation arising from this Agreement.

Settlement

Unless the customer is a consumer, the customer waives his right to offset a debt to Vitaalcoaching Haaglanden with a claim on Vitaalcoaching Haaglanden.

 

Insurance

1. The customer undertakes to adequately insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:

• delivered goods that are necessary for the performance of the underlying agreement
• matters of Vitaalcoaching Haaglanden that are present at the client
• goods delivered under retention of title.

2. The client shall provide Vitaalcoaching Haaglanden with the policy of these insurances for inspection at its first request.

Guarantee

When parties have entered into an agreement with a service-oriented nature, this only contains obligations of effort for Vitaalcoaching Haaglanden, not obligations of results.

 

Execution of the agreement

1. Vitaalcoaching Haaglanden will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Vitaalcoaching Haaglanden has the right to have the agreed services (partially) performed by third parties.
3. The agreement will be implemented in mutual consultation and after written agreement and payment of any agreed advance payment by the customer.
4. It is the customer's responsibility to ensure that Vitaalcoaching Haaglanden can commence the implementation of the agreement in a timely manner.
5. If the client has not ensured that Vitaalcoaching Haaglanden can commence the execution of the agreement in a timely manner, any additional costs and/or additional hours resulting from this will be charged to the client.

Information provided by the customer

1. The client shall make all information, data and documents relevant to the correct execution of the agreement available to Vitaalcoaching Haaglanden in a timely manner and in the desired form and manner.
2. The customer is responsible for the correctness, completeness and reliability of the information, data and documents provided, even if these originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and to the extent that the customer requests this, Vitaalcoaching Haaglanden will return the relevant documents.
4. If the customer does not, does not timely or does not properly provide the information, data or documents reasonably requested by Vitaalcoach Haaglanden and the execution of the agreement is delayed as a result, the resulting additional costs and additional hours will be charged to the customer.

Duration of the agreement

1. If an agreement has been entered into for a fixed period, it will be tacitly converted into an agreement for an indefinite period after the expiry of the term, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 month, in which case the agreement will end by operation of law.
2. If the parties have agreed on a term for the completion of certain activities within the term of the agreement, this is never a fatal term. If this term is exceeded, the client must give Vitaalcoaching Haaglanden written notice of default.

Intellectual property

1. Vitaalcoaching Haaglanden retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.
2. The client may not copy, show to third parties and/or make available or otherwise use the aforementioned intellectual property rights without the prior written consent of Vitaalcoaching Haaglanden.

Confidentiality

1. The client will keep confidential any information it receives from Vitaalcoaching Haaglanden (in whatever form).
2. The same applies to all other information concerning Vitaalcoaching Haaglanden which he knows or could reasonably suspect to be secret or confidential, or which he could expect to be damaged if it were distributed.
3. The customer shall take all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
4. The confidentiality obligation described in this article does not apply to information:

• which was already public before the customer learned of this information or which later became public without this being the result of a breach of the customer's duty of confidentiality
• which is made public by the customer on the basis of a legal obligation.

5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Penalty clause

1. If the other party violates the article of these general terms and conditions regarding confidentiality or intellectual property, he shall forfeit an immediately due fine for each violation for the benefit of the trade name.

• If the other party is a consumer, this fine will be €1,000.
• If the other party is a legal entity, this fine will be €5,000.

1. In addition, the other party shall forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.
2. Forfeiture of this fine does not require prior notice of default or legal proceedings. Nor does it require any form of damage.
3. Forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Vitaalcoaching Haaglanden, including its right to claim damages in addition to the fine.

Disclaimer

The client indemnifies Vitaalcoaching Haaglanden against all claims from third parties related to the products and/or services supplied by Vitaalcoaching Haaglanden.

 

Complaints

1. The customer must examine a product or service supplied by Vitaalcoaching Haaglanden as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Vitaalcoaching Haaglanden of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
3. Consumers must inform Vitaalcoaching Haaglanden of any deficiencies within 2 months of discovering them.
4. The customer provides a description of the shortcoming in as much detail as possible, so that Vitaalcoaching Haaglanden is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this may in any case not lead to Vitaalcoaching Haaglanden being required to perform work other than that agreed upon.

Notice of default

1. The customer must notify Vitaalcoaching Haaglanden of any notice of default in writing.
2. It is the customer's responsibility to ensure that a notice of default actually reaches Vitaalcoaching Haaglanden (on time).

Customer's joint and several liability

If Vitaalcoaching Haaglanden enters into an agreement with multiple clients, each of them is jointly and severally liable for the full amounts that they owe to Vitaalcoahing Haaglanden under that agreement.

 

Liability of Vital Coaching Haaglanden

1. Vitaalcoaching Haaglanden is only liable for any damage suffered by the client if and to the extent that such damage is caused by intent or deliberate recklessness.
2. If Vitaalcoaching Haaglanden is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3. Vitaalcoaching Haaglanden is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
4. If Vitaalcoaching Haaglanden is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payment of the amount of damages by an insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.

Expiry date

Any right of the client to compensation from Vitaalcoaching Haaglanden shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Civil Code.

Right of withdrawal

1. The customer has the right to terminate the agreement if Vitaalcoaching Haaglanden is culpably in breach of its obligations, unless this breach, given its special nature or minor significance, does not justify termination.
2. If compliance with the obligations by Vitaalcoaching Haaglanden is permanently or temporarily impossible, dissolution can only take place after Vitaalcoaching Haaglanden is in default.
3. Vitaalcoaching Haaglanden has the right to terminate the agreement with the customer if the customer does not fully or timely fulfil his obligations under the agreement, or if Vitaalcoaching Haaglanden has become aware of circumstances that give it good reason to fear that the customer will not be able to properly fulfil his obligations.

Force majeur

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Vitaalcoaching Haaglanden to fulfil any obligation towards the customer cannot be attributed to Vitaalcoaching Haaglanden in a situation beyond the control of Vitaalcoaching Haaglanden, as a result of which the fulfilment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be expected of Vitaalcoaching Haaglanden.
2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: state of emergency (such as civil war, uprising, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which Vitaalcoaching Haaglanden cannot fulfil one or more obligations to the customer, those obligations will be suspended until Vitaalcoaching Haaglanden can fulfil them again.
4. From the moment that a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in writing in whole or in part.
5. In the event of force majeure, Vitaalcoaching Haaglanden is not liable for any (damage) compensation, even if it enjoys any benefit as a result of the force majeure situation.

Amendment of the agreement

If, after the conclusion of the agreement, it appears necessary to change or supplement its content for its execution, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.

 

Changes to general terms and conditions

1. Vitaalcoaching Haaglanden is entitled to change or supplement these general terms and conditions.
2. Minor changes may be made at any time.
3. Vitaalcoaching Haaglanden will discuss major substantive changes with the client in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions.

Transfer of rights

1. The customer's rights under an agreement between the parties may not be transferred to third parties without the prior written consent of Vitaalcoaching Haaglanden.
2. This provision applies as a clause with property law effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Vitaalcoaching Haaglanden had in mind when drawing up the conditions on that point.

Applicable law and competent court

1. Dutch law applies exclusively to any agreement between the parties.
2. The Dutch court in the district where Vitaalcoaching Haaglanden is established / practices / has an office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Created on November 22, 2021.