Terms and Conditions of Vrije Opdrachten B.V.

Article 1. General

These general terms and conditions apply to every offer, quotation and agreement whereby Vrije Opdrachten B.V., hereinafter referred to as: ‘Contractor’, provides services of any nature and under any name whatsoever to the Client.

Deviations from and additions to these general terms and conditions are only valid if they have been agreed in writing between the parties.

These terms and conditions also apply to actions performed by third parties engaged by the Contractor in the context of the assignment(s).

The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.

If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or void, the other provisions in these general terms and conditions will remain fully applicable. The Contractor and the Client will then enter into consultation in order to agree on new provisions to replace the invalid or void provisions, taking into account as much as possible the purpose and meaning of the original provisions.

If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be in accordance with the spirit of these provisions.

If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

If the Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

The Contractor has the right to amend the Agreement and/or these general terms and conditions. The Contractor shall notify the Client of any amendment at least 60 days in advance. An amendment shall be deemed to have been accepted by the Client and shall take effect on the date specified by the Contractor, unless the Client notifies the Contractor in writing within 30 days of the notification that it does not accept the amendment. In that case, the Contractor may terminate the Agreement in writing with due observance of a notice period of 30 days.

Article 2. Quotations, offers

All quotations and offers made by the Contractor are without obligation, unless a term for acceptance is specified in the quotation. If no term for acceptance is specified, the offer will always expire after 14 days.

The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or clerical error.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation expenses, shipping and administration costs, unless otherwise indicated. The services to be provided by the Contractor are subject to 21% VAT. If the Client is unable or unwilling to offset VAT, the Client must notify the Contractor in writing prior to approving/signing the quotation. The existing quotation will then be drawn up without VAT and increased by 21% on the final amount. If the Client fails to report this prior to agreeing to the quotation, but only indicates on the invoice that the Client does not wish to pay VAT, the Contractor is entitled to increase the invoice by 21% of the final amount at that time.

If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or proposal, the Contractor shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
A composite quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration

1. The Agreement is entered into for the agreed duration, failing which the duration shall be one year, commencing on the date of signing this Agreement.
2. The Agreement shall be tacitly renewed for a period of one (1) year at a time, unless the Contractor or the Client gives timely notice of termination in writing (including by e-mail), subject to a notice period of one (1) month.
3. The Client is not entitled to terminate the Agreement, which has been entered into for a fixed term, prematurely.
4. In the case of occupational health expertise investigations and second opinion investigations, these are single, one-off assignments. These agreements shall terminate by operation of law when the services have been mutually performed.

Article 4. Deadlines

If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain items, this shall never be a strict deadline. If a deadline is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be given a reasonable period of time to still perform the agreement.

The Contractor shall endeavour to perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of scientific knowledge at that time.

Article 5. Third parties

The Contractor has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

If the Contractor or third parties engaged by the Contractor carry out work at the Client’s location or at a location designated by the Client in the context of the assignment, the Client shall provide the facilities reasonably required by those employees free of charge.

Article 6. Performance of the agreement

The Contractor is entitled to perform the agreement in different phases and to invoice the part thus performed separately.
If the agreement is performed in phases, the Contractor may suspend the performance of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.

The Client shall ensure that all information which the Contractor indicates is necessary or which the Client should reasonably understand to be necessary for the performance of the agreement is provided to the Contractor in a timely manner. If the information required for the performance of the agreement has not been provided to the Contractor in a timely manner, the Contractor shall be entitled to suspend the performance of the agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the rates applicable at that time. The performance period shall not commence until the Client has made the information available to the Contractor. The Contractor shall not be liable for damage of any kind resulting from the Contractor having relied on incorrect and/or incomplete information provided by the Client.

If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement it in order to ensure its proper performance, the parties will proceed to amend the agreement in a timely manner and in mutual consultation.

If the Contractor provides services for the Client in relation to an employee/patient who does not speak sufficient Dutch or English, the Client must notify the Contractor of this in advance. In that case, the Contractor will engage an independent interpreter. The costs of this will be charged to the Client.

If the Client has not notified the Contractor and a situation arises in which the employee/patient does not have sufficient command of the Dutch and/or English language, the Contractor reserves the right to suspend the consultation and make a new appointment in the presence of an independent interpreter. The consultation will be charged as a full consultation.

Article 7. Amendment to the Agreement/Additional Work

1. If, at the request or with the prior consent of the Client, the Contractor has performed work or other services that fall outside the scope or extent of the agreed work and/or services, these work or services will be compensated by the Customer in accordance with the agreed rates and, in the absence thereof, in accordance with the Contractor’s usual rates. The Contractor is not obliged to comply with such a request and may furthermore require that a separate written agreement be concluded for this purpose.
   
2. The Contractor is not bound by any deadline or term, whether or not final, if the parties have agreed to a change in the content or scope of the agreement (additional work, change in specifications, etc.) or a change in the approach to the performance of the agreement, or if the customer fails to fulfil its obligations under the agreement, or fails to do so on time or in full. The fact that additional work (or the demand for additional work) arises during the performance of the agreement shall never constitute grounds for the customer to terminate or dissolve the agreement.
   
   Door Opdrachtnemer aangegeven nieuwe (leverings)termijnen en (oplever)data vervangen de eerdere.
   
3. Insofar as a fixed price has been agreed for the Agreement, the Contractor shall, upon request, inform the Client in writing of the financial consequences of the additional work or services referred to in this article.

Article 8. Suspension, termination and interim termination of the agreement

• The Contractor is authorised to suspend the fulfilment of its obligations or to terminate the agreement
• if the Client fails to fulfil its obligations under the agreement, fails to fulfil them in full or fails to fulfil them on time,
• if, after the conclusion of the agreement, circumstances come to the Contractor’s attention that give it good reason to fear that the Client will not fulfil its obligations,
• if, upon conclusion of the agreement, the Client was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient, or
• if, due to the delay on the part of the Client, the Contractor can no longer be expected to fulfil the agreement under the originally agreed conditions.

Furthermore, the Contractor is authorised to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement is impossible, or if other circumstances arise that are of such a nature that the Contractor cannot reasonably be expected to maintain the agreement unchanged.

• If the agreement is terminated, the Contractor’s claims against the Client will become immediately due and payable. If the Contractor suspends the fulfilment of its obligations, it will retain its claims under the law and the agreement.
• If the Contractor proceeds to suspend or terminate the agreement, it shall in no way be obliged to compensate for any damage or costs incurred as a result.

If the Client fails to fulfil its obligations under the agreement and this failure justifies termination, the Contractor shall be entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client shall be obliged to pay compensation or indemnification on the grounds of breach of contract.

In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor shall be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification.

In that case, the Contractor’s claims against the Client shall become immediately due and payable.

Article 9. Force majeure

The Contractor shall not be obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and for which it is not responsible under the law, a legal act or generally accepted standards.

In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the Contractor has no influence, but as a result of which the Contractor is unable to fulfil its obligations. This includes strikes at the Contractor’s company or at third parties. The Contractor also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the Contractor should have fulfilled its obligation.

The Contractor may suspend its obligations under the agreement for the duration of the force majeure. If this period lasts longer than 60 days, either party is entitled to terminate the agreement without being obliged to compensate the other party for any damage.

Insofar as the Contractor has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, the Contractor is entitled to invoice the already fulfilled or to be fulfilled part separately.

Article 10. Payment and collection costs

Payment must always be made within 14 days of the invoice date, in the manner specified by the Contractor and in the currency in which the invoice is issued, unless otherwise specified in writing by the Contractor.

The Contractor is entitled to invoice periodically.

If the Client fails to pay the amounts due or fails to do so on time, the Client shall owe statutory interest for commercial agreements on the outstanding amount, without any reminder or notice of default being required. If the Client remains in default of payment after a reminder or notice of default, the Contractor may refer the claim to a third party and the Client will be obliged to pay all reasonable judicial and extrajudicial costs, including all costs calculated by external experts, in addition to the total amount due. This shall not affect the Contractor’s other statutory and contractual rights.

The Client shall never be entitled to set off any amount owed by it to the Contractor. Objections to the amount of an invoice shall not suspend the payment obligation.

Article 11. Confidentiality and Privacy

The services to be provided by the Contractor shall meet the usual requirements and standards that can reasonably be set at the time of performance and for which they are intended for normal use in the Netherlands.

1. The Contractor and the Client shall ensure that all information received from the other party that is known or should reasonably be known to be of a confidential nature remains confidential. All advice and reports provided are subject to privacy legislation. The medical reports may only be shared with doctors who are authorised to do so. The non-medical reports are also subject to privacy legislation and may only be viewed by the person concerned.
   If, in the opinion of the Contractor, this is relevant to the performance of the agreement, the Client shall, upon request, inform the Contractor in writing of the manner in which the Client fulfils its obligations under the legislation on the protection of personal data.
2. The Client indemnifies the Contractor against claims from persons whose personal data is or will be processed for which the Client is responsible under the law, unless the Client proves that the facts underlying the claim are attributable to the Contractor.
3. If the Contractor performs work relating to the Client’s data on the basis of a request or authorised order from a government authority or in connection with a legal obligation, all associated costs may be charged to the Client.

Article 12. Liability

If the Contractor is liable, this liability is limited to what is stipulated in this provision.

The Contractor is not liable for damage of any kind caused by the Contractor relying on incorrect and/or incomplete information provided by or on behalf of the Client.

If the Contractor is liable for any damage, the Contractor’s liability is limited to a maximum of the invoice value of the order.

In any case, the Contractor’s liability is always limited to the amount paid out by its insurer in the relevant case.

The Contractor is only liable for direct damage.

The Contractor is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or its managerial subordinates.

Article 13. Intellectual property

The Contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations. The Contractor has the right to use the knowledge gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.

Article 14. Applicable law and disputes

1. These general terms and conditions are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. All disputes that may arise as a result of these general terms and conditions or of further agreements that may result from them will be settled exclusively by the competent court in Amsterdam.
3. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.