Article 1. General

1. In these general terms and conditions, ‘VitaSana’ means VitaSana B.V., a private limited company under Dutch law with its registered office at De Loire 116, The Hague, the Netherlands.
2. In these general terms and conditions, ‘Customer’ means the natural person to whom the request for examination relates.
3. In these general terms and conditions, depending on the relevant context, ‘Client’ means the Customer or the company where the Customer is employed or will be employed, which company has entered into, or will enter into, an agreement with VitaSana with regard to the examination to be carried out by VitaSana.
4. In these general terms and conditions, ‘Agreement’ means any legal relationship with the Client, whereby VitaSana acts as a supplier of services (potential or otherwise).
5. In these general terms and conditions, ‘Service(s)’ means all services and/or products to be delivered by VitaSana.
6. In these general terms and conditions, ‘Price’ means the agreed price for the Service(s).

Article 2. Applicability and deviating conditions

1. These general terms and conditions apply to all agreements between VitaSana and the Client, as well as the provisions in separate agreements/framework agreements and/or special provisions (hereinafter jointly: ‘special provisions’) insofar as agreed between VitaSana and the Client.
2. If the general terms and conditions of VitaSana and the special provisions conflict with each other, the special provisions take precedence over the general terms and conditions. Special provisions are only binding if they have been explicitly accepted by VitaSana in writing.
3. These conditions can only be deviated from in writing. The Client cannot derive any rights for future agreements from agreed deviations from the applicability of these terms and conditions for a specific agreement.
4. The applicability of the general terms and conditions used by the Client is expressly excluded.

Article 3. Scope of application

1. VitaSana only carries out its activities within the Netherlands, unless otherwise agreed in writing. The Client must then reimburse the associated additional costs.

Article 4. Formation of the agreement

1. If no separate agreement/framework agreement has been entered into with the Client, the Agreement is formed by written acceptance or by execution of the assignment by VitaSana or the Client. In the event of an electronic order, VitaSana sends an electronic confirmation to the Client.
2. If the assignment is given orally to VitaSana, VitaSana will confirm this in writing or electronically.
3. Changes in the assignment or the Agreement are only effective if they have been agreed in writing or electronically.

Article 5. Termination and suspension

1. A shortcoming of minor importance within the meaning of section 6:265 paragraph 2 of the Dutch Civil Code must in any case include the exceeding of the agreed term within which VitaSana must have performed the services, except in the case of intent or gross negligence on the part of VitaSana (to be proven by the Client) and/or in the event that it has been explicitly agreed otherwise.

Article 6. Prices

1. If no separate agreement/framework agreement has been entered into with the Client in this regard, the Prices for the Services provided by VitaSana are stated in the Agreement. Unless otherwise agreed, these Prices are valid for a maximum of one calendar year from the date of the Agreement (hereinafter: ‘contract year’); the new Prices are determined by VitaSana and will be notified to the Client in writing at the beginning of each contract year.

Article 7. Price adjustments

1. All Prices are exclusive of turnover tax and other levies imposed by the government, as well as exclusive of additional costs and expenses.
2. If, after the Agreement has been formed, one or more cost price factors undergo a material increase that cannot be attributed to VitaSana, VitaSana reserves the right to immediately increase the Price accordingly, stating the basis and method of calculation.
3. VitaSana will immediately notify the Price adjustment in writing.

Article 8. Changes in legislation

1. VitaSana is entitled to change the Agreement in accordance with changes in legislation and/or regulations and/or obligations and/or changes that are otherwise mandatorily imposed by the government and/or other competent authorities.
2. The amendment of the Agreement on the basis of this article takes place in consultation with the Client.

Article 9. Performance of the work and obligation of the Client

1. The Client and the Customer are obliged to provide VitaSana with all the data and information that VitaSana deems necessary or useful, in a timely manner. The Client who is not also the Customer furthermore guarantees that the Customer also provides all data and information that VitaSana deems necessary or useful, in a timely manner. The Client always remains liable for the correctness and completeness of the information provided to VitaSana.

Article 10. Payment

1. Payment takes place by means of transfer of the amount due into the bank or giro account indicated by VitaSana within 30 days from the invoice date. The Client is not permitted to suspend or offset payments.
2. In the event of late payment, all payment obligations of the Client become immediately due.
3. If the Client does not fulfil its obligations within the agreed term, the Client will be in default by operation of law, without any prior summons or notice of default being required. If the Client is in default with the payment of an invoice, the Client will owe the statutory commercial interest + 1% per month, whereby part of the month counts as a whole month, until the day of full payment.
   
   4. All judicial/extrajudicial costs (including collection costs) that VitaSana incurs in the context of the collection of a claim against the Client are for the account of the Client. The extrajudicial collection costs amount to at least 15% of the principal amount owed, with a minimum of € 500. VitaSana reserves the right to claim the actual judicial/extrajudicial costs (including collection costs).
4. VitaSana has the right, without prejudice to the provisions of the previous paragraphs, to discontinue or suspend further performance of work if it has a due and payable claim against the Client. VitaSana then has the right to terminate the Agreement without legal intervention being required and to demand full compensation for the loss caused to VitaSana by the Client. This also includes, but is not limited to, expenditure incurred or to be incurred, services, lost and to be lost income.
5. If the Client has objections to the invoice (or any part of it), the Client is obliged to make this known to VitaSana in writing and clearly specified within 8 calendar days after the invoice date, at the risk of forfeiture of rights. An objection submitted to VitaSana does not entitle to suspension of the payment obligation. If the objection is proven to be well-founded, VitaSana will credit the Client immediately.
6. The Client remains liable at all times for the fulfilment of all obligations (including payment obligations) arising from this Agreement.
7. Payment(s) by or on behalf of the Client will successively reduce the extrajudicial costs (including collection costs) owed by the Client, then the judicial costs, then the interest owed and then, in order of age, the outstanding principal amounts, regardless of any other designation by the Client.

Article 11. Cancellation of an examination appointment

1. The Client is permitted to cancel a scheduled examination appointment in writing or electronically without any liability for compensation on the part of the Client, unless the cancellation takes place less than 72 hours before the examination appointment should take place.
2. If the written or electronic cancellation takes place less than 72 hours, but at least 48 hours before the scheduled examination appointment, the Client will owe VitaSana 50% of the agreed amount for the relevant examination.
3. If the written or electronic cancellation takes place less than 48 hours, but at least 24 hours before the scheduled examination appointment, the Client will owe VitaSana 75% of the amount agreed for the relevant examination.
4. If written or electronic cancellation takes place less than 24 hours before the scheduled examination appointment, or if the Client does not appear for the examination appointment, the Client will owe VitaSana the full amount agreed with regard to the relevant examination.

Article 12. Confidentiality and file management

1. The parties are obliged to treat all information and data obtained directly or indirectly from each other confidentially.

Article 13. Liability

2. VitaSana has taken out the standard liability insurance for companies in the industry. VitaSana is not liable for indirect loss, such as but not limited to, consequential loss, penalties (whether or not from regulators), business interruption, lost business opportunities, lost sales, lost profit, missed savings, reduced goodwill, reputation damage and immaterial loss.
3. VitaSana is not liable for direct loss that is at least partly caused because VitaSana based itself on incomplete or incorrect information provided by or on behalf of the Client.
4. The extent of VitaSana's liability for direct loss is always limited to the amount(s) that will actually be paid by the insurer to VitaSana. If no payment is made by the insurer, the extent of the liability is limited to the amount paid by the Client in 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.
5. The limitations of liability included in the previous paragraphs do not apply if the loss is the result of intent or deliberate recklessness on the part of VitaSana.
6. Any claim for compensation from the Client against VitaSana lapses one (1) year after the Client has become aware of both the loss and VitaSana as the liable party.
7. VitaSana is not liable for loss towards third parties. The Client indemnifies VitaSana against and will fully compensate VitaSana against all claims relating to third parties involved in the Agreement or the performance thereof, including the Client who is not also the Customer, in connection with the Agreement or the performance thereof.

Article 14. Force majeure / non-attributable failure

1. VitaSana is not liable for loss as a result of not being able to deliver the agreed Services or not being able to deliver them on time, or for defects in the Services provided, if the non-performance, late performance, or poor performance is a result of circumstances that cannot be attributed to a fault of VitaSana nor on the basis of the law, a legal act or generally accepted beliefs are at VitaSana’s risk.
2. In the event of force majeure, VitaSana has the right to suspend the performance of the Agreement or to extend the agreed terms for the duration that this is necessary, or, only if and insofar as the Agreement can be permanently not performed, to terminate it in full or in part in the interim, without the Client having any right to compensation.
3. If the Agreement is dissolved or terminated early by VitaSana in the event of a non-attributable failure, the Client will owe such a part of the agreed fee as corresponds with the part of the assignment that has been carried out.

Article 15. Competent court and applicable law

1. All legal relationships between VitaSana and the Client are governed by Dutch law.
2. All disputes between VitaSana and the Client are exclusively heard by the competent court in The Hague.

Article 16. Conversion

If and insofar as on the grounds of reasonableness and fairness or a possible unreasonably onerous nature any provision in this Agreement cannot be invoked, then that provision will have a meaning that corresponds as much as possible in terms of content and purport, so that it can be invoked.