General Terms and Conditions of Executive Health Management B.V.
Article 1. General
- “Executive Health Management”, in these General Terms and Conditions, is understood to mean “Executive Health Management B.V.”.
- “Customers”, in these General Terms and Conditions, are understood to mean actual persons (consumers) to whom the request for an examination applies.
- “Client”, under these General Terms and Conditions, and depending on the applicable context, is understood to mean the company for which the customer works or is about to work for, the relevant insurance intermediary or insurance company.
- “Agreement”, in these General Terms and Conditions, is understood to mean every legal relationship with the client in which Executive Health Management acts as the (potential) supplier of services.
- “Services” in these General Terms and Conditions, are understood to mean all products and/or services provided by Executive Health Management.
- “Price” in these General Terms and Conditions, is understood to mean the agreed price for the service(s).
Article 2. Applicability and deviations
- The General Terms and Conditions are applicable to all agreements between Executive Health Management and the client, as well as special provisions agreed between Executive Health Management and the client.
- In the event of any contradiction between the General Terms and Conditions of Executive Health Management and the special provisions, the special provisions will prevail above the General Terms and Conditions. Special provisions are only binding if they explicitly accepted in writing by Executive Health Management.
- Only written deviations from these Conditions are applicable. The client cannot derive any rights for future agreements from any agreed deviations from the applicability of these Conditions for a specific agreement.
- The applicability of the terms and conditions used by the client is expressly rejected.
Article 3. Scope
- Executive Health Management will carry out its activities exclusively within the Netherlands, unless this has been otherwise agreed in writing. If so, the client must reimburse the associated additional costs.
Article 4. Offer/quote
- Executive Health Management will provide the offer in writing or electronically.
- The offer will be dated, applicable for a period of three (3) months and non-binding.
- The offer will contain a complete and accurate description of the activities to be carried out.
- The offer will state when the activities will start and indicate when they will be finished.
- The offer gives insight into the pricing of the activities and the pricing method that was followed for carrying them out.
- The offer gives the method of payment.
Article 5. The establishment of the agreement
- The agreement is reached through the written acceptance or execution of the assignment by Executive Health Management or the client. In the event of electronic commissioning, Executive Health Management will send an electronic confirmation to the client.
- If, contrary to the provisions of Article 4 paragraph 1, the assignment is awarded to Executive Health Management verbally, Executive Health Management will confirm this verbally, or in writing or electronically.
- Amendments to the assignment or agreement will only be valid if they have been agreed in writing or electronically.
Article 6. Termination and suspension
- The exceedance of the agreed term within which Executive Health Management has to provide the services, must be deemed as a minor shortcoming in the context of Article 6:265 paragraph 1 of the Civil Code, unless it was intentional or through the gross negligence of Executive Health Management (which must be proved by the client) and/or in the event that it has been explicitly agreed otherwise.
Article 7. Prices
- Prices for the services provided by Executive Health Management are stated in the agreement. These prices are valid for a maximum of one calendar year, starting from the date of the agreement (hereafter to be referred to as the “contract year”). New prices are defined by Executive Health Management and these will be communicated to the client at the beginning of every contract year.
Article 8. Price changes
- All prices no not include sales tax and other government-imposed charges, and neither do they include additional costs and expenses.
- If, after the agreement has been established, one or more cost factors increase – even if these are the result of foreseeable circumstances – Executive Health Management reserves the right to immediately increase the price accordingly, indicating the grounds for doing so and the method of calculation. In circumstances in which customer is the client, then the customer has the right to terminate the agreement if the price is increased by more than 30% within three months of the agreement being established. Such a termination must be submitted in writing within seven (7) days of the notification by Executive Health Management, as alluded to in paragraph 3, and on the understanding that not doing so means this right will be forfeited.
- Executive Health Management will inform you of price changes, in writing and without delay.
Article 9. Legislative changes
- Executive Health Management has the right to amend the agreement in accordance with changes in the law and/or regulations and/or as a result of mandatory obligations and/or changes imposed by the government and/or other competent authorities.
- A change to the agreement on the grounds of Article 9.1 will be done, if possible, in consultation with the client. In the event of such a change to the agreement, Executive Health Management will inform the client immediately and in writing.
- Costs ensuing from changes alluded to in Article 9 paragraph 1 of these General Terms and Conditions will always be the responsibility of the client.
Article 10. The execution of the activities and the responsibilities of the client
- The client and the customer are responsible for giving Executive Health Management, in a timely manner, all data and information that Executive Health Management deems necessary or useful. The client, when not acting in the capacity of a customer, will further ensure that customers also give Executive Health Management, in a timely manner, all data and information that Executive Health Management deems necessary or useful. The client remains responsible for the accuracy and completeness of the information provided to Executive Health Management.
- If, due to circumstances beyond the control of Executive Health Management, a scheduled examination cannot be carried out, other than in the case of a cancellation as alluded to in Article 13, the client is nevertheless obliged to pay Executive Health Management the agreed price for the examination.
- Executive Health Management reserves the right to transfer to third parties, if it deems this to be necessary or desirable, the rights and obligations towards the client placed on it by the agreement, for which the client is deemed to have given prior consent for this transfer by accepting these General Terms and Conditions.
- If, in the context of the agreement, Executive Health Management is mandatorily obliged to provide certain information, either printed, written or furnished in any other way, the client will accept this information for internal use only. The client will treat such information in strict confidence and never disclose it, wholly or in part, to anyone other than the person whom it concerns, and will furthermore not use it as evidence in any (legal) procedure. The data may not be copied or reproduced in any manner whatsoever by the client, wholly or in part.
- The client when not acting in the capacity of a customer is obliged to store and use reports generated by Executive Health Management to the satisfaction of the client, and in such a way that it complies with the applicable regulations and legislation.
Article 11. Additional activities, further expertise and medical information
- Executive Health Management is entitled to pass on the cost of additional activities, carried out on behalf of and at the expense and risk of the client, such as the harvesting of medical information or the sourcing of additional expertise – from third parties or otherwise – and that proved necessary for the proper execution of the assignment after the establishment of the agreement, to the client. If additional activities appear to be necessary, and insofar as this is reasonably possible, Executive Health Management will, as soon as is reasonably possible, inform the person designated by the client as medically responsible by telephone of the nature of these activities and their associated costs. In the event that such additional activities and their associated costs appear necessary, the client that is a customer at the same time has the authority to terminate the agreement, but on the understanding that costs that have already been incurred will have to be reimbursed.
- For additional activities, as alluded to in the first paragraph of this Article, the prices applicable at the time will be charged. Incidentally, the provisions of the agreement will also apply to these additional activities, which will be deemed to be part of the agreement. The nature of the additional activities and their associated costs will be specifically indicated on the invoice by Executive Health Management.
Article 12. Payment
- Payment will be made by means by transferring the due amount to the bank or giro account specified by Executive Health Management, within 30 days of the invoice date. The client is not allowed to defer payments or make settlements.
- In the event of late payment, all outstanding payments of the client will be due immediately.
- If the client fails to meet its obligations within the agreed term, it will be in default, without any prior summation or notice of default being required. If the client defaults on paying an invoice, it will be liable to pay the legal commercial interest rate + 1% per month, whereby part of a month will count as a whole month, until such day as the whole balance has been paid.
- All judicial and extrajudicial debt-collection costs incurred by Executive Health Management in the process of collecting a debt from the client will be at the expense of the client. The extrajudicial debt-collection costs will be at least 15% of the outstanding principal due, with a minimum of €500. Executive Health Management reserves the right to claim the actual judicial and extrajudicial debt-collection costs.
- If Executive Health Management has a payment claim against the client, it has the right, without prejudicing what is stated in the previous paragraphs, to stop or suspend the activities. Executive Health Management then also has the right to terminate the agreement, without legal intervention being necessary, and claim full (damages) compensation for any damage caused to Executive Health Management by the client. This includes, but is not limited to, expenditures already made or yet to be made, services provided and income already lost and that will be lost.
- If the client has objections to (any part of) the invoice, it is mandatorily required to make this known to Executive Health Management, clearly specified in writing, and within eight (8) calendar days of the invoice date, on the understanding that not doing so means the forfeit of the applicable right. Such an objection submitted to Executive Health Management does not imply any right to the suspension of the payment obligations. If the objection is deemed to be justified, a credit note will be issued immediately by Executive Health Management.
- The client remains, at all times, responsible for complying with all (payment) obligations arising from this agreement.
- Payment(s) made by the client will successively be balanced against the extrajudicial debt-collection costs caused by the client, followed by the legal costs, followed by the owed interest, and thereafter the outstanding principal sums in chronological order, irrespective of any indication to the contrary by the client.
Article 13. The cancellation of an examination appointment
- The client may cancel a scheduled examination appointment, in writing or electronically, without the client incurring any damage liability, unless said cancellation is submitted less than 72 hours before the examination is scheduled to take place.
- Should the written or electronic cancellation be submitted less than 72 hours, but at least 48 hours before the scheduled examination appointment, the client will be liable to pay Executive Health Management 50% of the amount that has been agreed for the applicable examination.
- Should the written or electronic cancellation be submitted less than 48 hours, but at least 24 hours before the scheduled examination appointment, the client will be liable to pay Executive Health Management 75% of the amount that has been agreed for the applicable examination.
- Should the written or electronic cancellation be submitted less than 24 hours before the scheduled examination appointment, or if the customer fails to turn up for the examination appointment, the client will be liable to pay Executive Health Management the full amount that has been agreed for the applicable examination.
Article 14. Liability
- Executive Health Management has taken out industry-specific liability insurance for companies. Executive Health Management is not liable for indirect damages, such as, but not limited to, consequential damages, fines (from supervisory bodies or otherwise), operating breakdown, missed business opportunities, loss of revenue, loss of profits, missed cost savings, reduced goodwill, reputational damage and intangible damage.
- Executive Health Management is not liable for direct damage that is the result (or partial result) of Executive Health Management’s use of incomplete or inaccurate information provided by or on behalf of the client.
- The extent of Executive Health Management’s liability for direct damage is always limited to the amount (or amounts) actually paid out by the insurer to Executive Health Management. If no payment is made by the insurer, the extent of the liability is limited to the amount paid by the client during the twelve (12) months prior to the event on which the liability is based. If no payment has been made, the extent of the liability is limited to the price.
- The liability limitations described in the previous paragraphs are not applicable if the damage was deliberately caused or is the result of recklessness on the part of Executive Health Management or its line managers.
- Every claim for damages made by the client to Executive Health Management will expire after one (1) year has elapsed since the client was notified, of both the damage and that fact that Executive Health Management is the liable party.
- Executive Health Management is not liable for damage against third parties. The client indemnifies Executive Health Management and also fully indemnifies it against all claims pertaining to damage suffered in connection with (the execution of) the agreement by third parties involved in the (execution of the) agreement, including the customer that is not also the client.
Article 15. Force majeure/non-attributable shortcomings
- Executive Health Management is not liable for any damage caused by being unable to deliver the agreed services or unable to deliver them on time, or for inadequacies in those services, if the non-delivery, late delivery or inadequate performance is due to circumstances beyond the control of Executive Health Management or if Executive Health Management is not to blame for these impossibilities and/or inadequacies nor accountable for these impossibilities and/or inadequacies by virtue of the law, a legal act or generally accepted principles (common opinion).
- In the event of force majeure, Executive Health Management has the right to suspend the execution of the agreement or extend the agreed periods for as long as is necessary or, but only if and insofar that it is permanently impossible to execute the agreement, to terminate the agreement, either wholly or in part, without the client having any right to compensation.
- If, as a result of non-attributable shortcomings, the agreement is suspended or terminated by Executive Health Management, the client is liable to pay a proportion of the agreed compensation that corresponds with the proportion of the agreement already carried out.
Article 16. Competent court and applicable law
- All legal relationships between Executive Health Management and the client are subject to Dutch law.
- All disputes that arise between Executive Health Management and the client will be arbitrated exclusively by the competent court in Amsterdam.
Article 17. Conversion
If, and insofar that on the grounds of reason and fairness or a possible unreasonably objectionable character, a provision in this agreement cannot be applied, then said provision will, as much as possible in terms of content and scope, be given the corresponding substance so that it may, after all, be applied.