Article 1: General
- For the purpose of these conditions, the contractor shall mean MediCorps BV based in Poeldijk (hereinafter referred to as MediCorps), and also by its designated employees who are engaged in the execution of the contract (partly) insofar as they act in the execution of their profession or company.
- For the purposes of these conditions, the Client shall mean that each company, institution and person wishing to conclude an agreement with the Contractor, and also his representative(s), authorised representative(s) and successors under general title.
- These conditions shall apply to all contracts with the contractor, the offer to that end and/or their acceptance. Derogations from these conditions shall apply only if they have been expressly agreed in writing. Any terms and conditions of the Client do not bind the Contractor.
- MediCorps is entitled, in the event of a change of circumstances, to unilaterally amend these Terms and Conditions. The amended Terms and Conditions will only apply to agreements after 14 days of written communication by MediCorps to The Client of the amendment or the amended condition.
Article 2: Offers
- All offers and offers made by contractor are non-binding and revocable. The offers listed in the tender shall be valid up to two months after the date, unless the tender expressly includes another acceptance period.
- All price lists, brochures and other information provided with an offer are specified as accurately as possible. They are not binding unless expressly confirmed in a written contract. With regard to the (intellectual) ownership of the materials presented and/or demonstrated in the context of an offer, all rights are expressly reserved.
- Sending offers or other documentation does not require the Contractor to accept an order. The Contractor is entitled to refuse an assignment without giving reasons.
Article 3: Conclusion of the Agreement
- Subject to the conditions laid down in paragraph 2, an agreement shall only be concluded by written confirmation of the contract by the Contractor. The contract confirmation is supposed to accurately and completely reflect the agreement, unless the Client has protested against it within two days of the drafting of the contract confirmation.
- Regarding work for which, according to their nature and size, no tender or command confirmation is sent, the invoice is also considered as order confirmation, which is also considered to display the agreement correctly and completely.
- Amendments to the agreement, derogations from these terms and conditions, and further (oral) agreements or commitments made by (the staff of) the Contractor, will only be in force if they have been confirmed in writing by the Contractor; The Contractor also states the possible increase or reduction of the costs and/or fee to be charged to the Client, to which such change gives rise.
Article 4: Security
- Each contract is entered into by the Contractor under the suspensive condition that the Client – solely for the assessment of the Contractor – is sufficiently creditworthy for the fulfilment of his financial obligations under the agreement.
- The Contractor is entitled to require security for the fulfilment of the commitments and other contractual obligations when or after entering into the contract of the Client. The Contractor is entitled to the performance or delivery until the required security will be lodged by the Client.
Article 5: Duration, denunciation and dissolution
- Written agreements, unlike for projects, shall be entered into for the duration of at least 12 months, unless otherwise provided for in the agreement.
- After the expiry of the agreed period, the agreement shall be tacitly renewed for the same period, unless one of the Parties has denounced. Termination shall be effected by a registered letter taking into account a notice period of 3 months before the end of the agreed period.
- Interim dissolution is only possible in the cases explicitly mentioned below and should be carried out by registered letter:
3.1 If a party fails attributably to the fulfilment of one or more of its obligations within a time limit set for compliance.
3.2 If a party is filed for bankruptcy, suspension of payment is granted, or the party enters liquidation.
In all these cases, all outstanding invoices will be immediately required.
- Acquisition, merger, independence or privatisation of a Party does not constitute a reason for interim termination of the agreement.
- In the event of termination of the contract, no refund shall be made for prepaid contributions unless otherwise provided for in the contract.
Article 6: Projects
- The projects agreed between Client and MediCorps are defined in a Project Agreement.
- The agreement, consisting of a project, ends by completion of the project.
- If the Client no longer takes more than two months of action on which the progress in the project depends, MediCorps will consider the project to be terminated and bill the last term. When MediCorps finds that the Client takes no action, he informs the Client in writing about the intention to consider the project to be terminated. MediCorps sets the Client a reasonable time limit to take action. If the Client does not respond, the invoice will be sent.
- If no fixed price is agreed, the spent hours will be charged to the Client on the basis of the hourly rate. In this case, MediCorps will invoice the monthly fee.
- Courses and project activities may be postponed by the Client only in accordance with a period of one month, in the absence of which the full agreed remuneration is undiminished.
Article 7: MediCorps rights and obligations
- MediCorps will carry out its work, taking into account the requirements and regulations set by the law, in accordance with the requirements of good craftsmanship and in accordance with the generally accepted state of technology and science. MediCorps will make maximum efforts to achieve the quality standards and performance indicators agreed in an agreement.
- Depending on the nature of the work, MediCorps will carry out its work at its own location, at the home address of insured persons or at the client’s location to the extent that this has been agreed in writing.
- If services take place on the client’s location, the Client will provide free care for MediCorps employees for a suitable workspace (consulting room, research room including necessary facilities and internet and telephone connection) as well as working conditions that meet the requirements of art. 7:658 BW. Furthermore, the Client will safeguard MediCorps against all claims based on or related to failure to comply with this duty of care.
- If MediCorps deems it necessary or desirable, it shall be entitled to make use of third parties for the performance of its obligations laid down in an agreement. Outsourcing will only take place under the maintenance of MediCorps’s quality standards and shall not affect MediCorps’s liability for the fulfilment of the contract commitments.
Article: 8 Legislative changes
- In the event that changes in legislation and/or regulations otherwise imposed by the government will result in an adjustment of the service, the parties will amend the agreement in good faith (retroactively until the date of the changes take effect). In such a situation, MediCorps is entitled to charge the client any additional costs arising directly or indirectly from the imposed changes.
Article 9: Rates
- All rates do not include VAT and exclude other charges imposed by the public authorities. Any charges and/or taxes falling on the contract are at the expense of the Client.
- For agreements entered into for a period longer than 12 months, rates and prices for the following calendar year are automatically indexed with the percentage at which the CBS index of collective wages per hour, including special remuneration, private sector companies, increased from June of the current year compared to the same figure for the month of June of the previous year. The results of these indexations are finalised.
- The Contractor may choose to tacitly extend the contract three months before the termination of the period agreed per agreement. MediCorps is entitled to change rates, services and/or conditions at the end of the period agreed per agreement. MediCorps will notify the Client in writing of any changes in service, rates (other than the price index) no later than 30 days before the date for tacit renewal is reached. The client is expected to agree to the changes unless he has notified MediCorps within 30 days of notification.
- At MediCorps’s request, the client is obliged to provide a statement from a chartered accountant regarding the number of employees. In the case of detected deviations, the costs of the investigation are borne by the Client.
- If third parties are called in after consultation with the Client, the costs will be charged to the Client.
Article 10: Payment and collection costs
- For the payment, the Client pays within 14 days of the invoice date, without any recourse, unless otherwise stipulated in the agreement.
- In the execution of projects, with a quoted amount of more than €500 excluding VAT, 50% of the total (upfront) amount to be charged is billed after acceptance of the offer by the Client. The remaining 50% will be billed after the service is implemented.
- In the event of an overrun of the payment period, the Client, without the need for default, is immediately in default. This means that the obligation of providing services is suspended. For the Client, the outstanding amount is subject to statutory interest.
- All collection costs to be incurred by the Contractor to collect outstanding amounts, both the extrajudicial and judicial (without prejudice to the dues of liquidised litigation costs), are on behalf of the Client. The out-of-court costs amount to at least 15% of the amount due, including interest, with a minimum of €350.
Article 11: Liability of Contractor
- The liability for MediCorps of damages arising from the services it provides is limited to a maximum of €1,250,000 per event. In all cases, any MediCorps liability is limited to the amount paid by MediCorps insurance in the case in question, or to the amount MediCorps can actually recover from third parties in this case.
- MediCorps is not liable insofar as damage results from the fact that the Client or an (ex)employee of the Client has not properly followed up orally or written advice provided by MediCorps.
- In the event of oral information and/or requests, MediCorps is not liable for damages arising from misunderstandings or incorrect information.
- The client exempts MediCorps from claims made by third parties, including the (ex)employees of the Client.
- MediCorps is not liable for failure, in time or not to fully comply with its obligations, due to deficiencies that cannot be attributed to MediCorps. In this case, a non-attribution failure shall mean any circumstance which impedes compliance with the agreement and which should not reasonably be at risk from MediCorps.
- In the event of MediCorps taking over ongoing cases of illness from a former client service provider, MediCorps is not liable for any damage caused by an act or omission in respect of these cases, if this is the case, or failed to occur in the pre-takeover period.
- The client is obliged to take all the measures necessary to reduce the damage for which he wishes to hold MediCorps liable
- If the parties to a project agreement or during the implementation of a project contract agree time limits within which the work is to be carried out, these deadlines shall always be indicative, unless otherwise agreed in writing. Exceeding such time limits will never be considered a shortcoming in the fulfilment of its obligations, and therefore never gives the Client the right to claim damages and/or dissolution of the contract.
- The Contractor shall not be liable for any damage other than those referred to in the eighth paragraph. In particular, liability for indirect and/or consequential damages, including foregone profit, operating stagnation costs, loss of relationships and loss of data, is excluded.
- The liability of the Contractor for direct property damage, which results from the failure to comply with the Contractor or to its employed employees or assistant persons employed by the Contractor, is limited to at most an amount equal to the fee that the Contractor has charged to the Client until the time of the shortfall.
- Any claim by the Client to MediCorps shall be void if the Client has not submitted this liability in writing to MediCorps within 12 calendar months of noticing or reasonably noticing the facts on which liability is based. MediCorps liability for attribution failure occurs only if the Client has defaulted on MediCorps, setting a reasonable time limit for the deficiency and failing MediCorps to correct the shortcoming within that period.
Article 12: Responsibilities of data traffic of the client
- The client shall ensure that all the data necessary by the Contractor for the appropriate execution of the contract is, in his opinion, in the desired format and at the timely disposal of the Contractor.
- The client is responsible for the accuracy of the information provided to the Contractor and undertakes a safeguard to the Contractor.
Article 13: Privacy and confidentiality
- The parties are obliged to cooperate continuously in order to enable the other Party to fulfil its obligations under applicable privacy laws. MediCorps’s service is the Data Protection Regulations, last edition, which regulations will be provided free of charge at the first request of the client.
- Parties will treat all information, know-how, (patient) data or specifications relating to the implementation of this Agreement and/or the undertaking of the other Party confidentially and will not disclose it to third parties unless the party from which the information originates has given written consent. The same applies to the content of the agreement.
- This obligation of confidentiality does not apply to information that has become publicly known without a breach of a confidentiality clause, or where information to the recipient of the information was already known at the time of receipt of the information under the agreement, or if that information was provided by a third party, without that third party breaching a confidentiality clause. Furthermore, the obligation of confidentiality does not apply to the extent that disclosure is required under the law, or a binding judgment by the court, another public body or a professional obligation. However, as far as possible, the disclosing party will consult with the other party for disclosure on the form and content of the disclosure.
- The parties will also impose the obligation of confidentiality on their employees and all other third parties, who will work for them.
- The obligation of confidentiality referred to in this Article will remain in force for a period of three years.
Article 14: Non-acquisition of staff
- The Client is not permitted during the agreement and for a period of 1 year after termination of the agreement, MediCorps employees or MediCorps-enabled third parties who are involved or involved in the performance of the work, both directly and indirectly, to engage or negotiate with those persons other than after obtaining MediCorps’s consent.
- Per violation of Article 13(1), the Client owes MediCorps an immediately payable fine of one, paid by MediCorps directly prior to the violation, gross annual salary per employee involved.
Article 15: Intellectual property
- Without prejudice to these terms and conditions, MediCorps shall impose the rights and powers for those MediCorps under the Copyright Act.
- All documents provided by MediCorps, such as reports, opinions, agreements, designs, sketches, drafts, software, etc., are intended solely to be used by the Client and may not be duplicated, made public, or notified to third parties by him without the prior consent of MediCorps, unless otherwise the nature of the documents provided.
- To the extent that any intellectual property law rests on any manual, protocol, method or any other document drawn up by MediCorps, that right remains with MediCorps. If, during the term of an agreement, parties were allowed to make any changes to any manual, protocol or any other document drawn up by MediCorps, or to draw up a new manual, protocol or any other new document, the intellectual property right will also remain with MediCorps. To the extent necessary, the Client will cooperate with any intellectual property right developed under an agreement, without bargaining any compensation.
Article 16: Applicable law and choice of forum
- These terms and conditions and the tenders and agreements to which they apply are governed only by Dutch law.
- All disputes which may arise as a result of a tender issued or an agreement shall be subject to the submission to the competent court in the district of The Hague.
- If any provision of these terms and conditions may be contrary to any mandatory legal provisions, the provision in question will be repealed and replaced by a new legally admissable similar provision to be determined by MediCorps.
Article 17: Amendment and location of the conditions
- These conditions were deposited on 18 May 2020 at the time of the Chamber of Commerce in The Hague under number 69084491.
- Always applies to the last registered version or the version as it was at the time of the conclusion of the Agreement.