Terms & Conditions

Article 1 – Definitions

1. HumanFits, established in The Hague, KvK-number 73183946, is referred to in these general Terms and Conditions as HumanFits.

2. The other party of human fits is referred to in these general terms and conditions as the client.

3. Parties are human fits and client together.

4. The agreement is intended to provide the agreement for the provision of services between the parties.

Article 2 – Applicability of terms and conditions

1. These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of Human Fits.

2. Any deviation from these conditions can only be agreed upon in writing by the parties.

3. The agreement includes for Human fits always effort obligations, no result obligations.

Article 3 – Payment

1. Declarations must be paid within 30 days after the invoice date, unless the parties have made other agreements in writing or the declaration has a different payment period.

2. Payments are made without any resource to suspension or settlement by transfer of the amount due on the bank account number specified by HumanFits.

3. If the client does not pay within the agreed period, he is legally, without the need for any reminder, in default. From that moment on, human fits is entitled to suspend the obligations until the client has fulfilled his payment obligations. From that moment on, human fits is entitled to suspend the obligations until the client has fulfilled his payment obligations.

4. If the client defaults, Human fits will proceed to recovery. The costs relating to that recovery are borne by the client. When the client is in default, he is in addition to the principal also statutory (commercial) interest, extrajudicial collection costs and other damages owed to HumanFits. The collection costs are calculated on the basis of the decision fee for extrajudicial collection costs.

5. In case of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of HumanFits on the client are immediately payable.

6. If the client refuses to cooperate in the execution of the assignment by Human fits, he is still obliged to pay the agreed price to human fits.

Article 4 – Offers and Quotations

1. The offers of human fits are valid for at most 1 month, unless the offer has been called a different term of acceptance. If the offer is not accepted within that deadline, the offer will expire.

2. Delivery times in quotations are indicative and do not give the client any right to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to reorders. The parties must agree explicitly and in writing.

Article 5 – Prices

1. The prices mentioned on offers, quotations and invoices of HumanFits are exclusive of VAT and any other government levies, unless expressly stated otherwise.

2. The prices of goods are based on the currently known cost prices. Increases in this, which could not be foreseen by HumanFits at the time of the offer or the establishment of the agreement, may give rise to price increases.

3. As regards the provision of services, Parties may agree on a fixed price in the conclusion of the agreement.

4. If no fixed price has been agreed, the tariff relating to the service may be determined on the basis of the actual hours spent. The fare is calculated according to the usual hourly rates of HumanFits, for the period in which he performs the work, unless a deviating hourly rate has been agreed.

5. If no tariff is agreed on the basis of the actual hours spent, a target price is agreed for the services, with HumanFits being entitled to deviate from this up to 10%. If the target price is more than 10% higher, HumanFits must inform the client in good time why a higher price is justified. In that case, the client shall have the right to expire part of the contract, which shall be increased by 10% above the target price.

Article 6 – Price indexing

1. The prices and hourly wages agreed upon entering into the agreement are based on the price level applied at that time. HumanFits has the right to adjust the fees to be calculated by 1 January each year to the client.

2. Adjusted prices, tariffs and hourly wages are communicated to the client as soon as possible.

Article 7- Disclosure by client

1. Client shall make all information relevant to the execution of the contract available for HumanFits.

2. The client is obliged to provide all the data and documents, which HumanFits considers necessary for the correct execution of the assignment, in time and in the desired form and in the desired manner.

3. The client is in charge of the correctness, completeness and reliability of the data and documents made available to HumanFits, even if they originate from third parties, insofar as the nature of the contract does not otherwise resulting.

4. The client indemnifies HumanFits for any damage in any form arising from the failure to comply with the requirements set out in the first paragraph of this article.

5. If and to the extent that the client requests this, HumanFits shall return the relevant documents.

6. If the client does not, in time or not properly, the information and documents required by HumanFits is available and the execution of the contract is delayed, then the resulting additional costs and additional Fees on behalf of the client.

Article 8 – Revocation of the contract

1. The client is free to terminate the assignment to HumanFits at any time.

2. When the client withdraws the contract, the client is obliged to pay the wages owed and the expenses incurred by HumanFits.

Article 9 – Implementation of the Agreement

1. HumanFits performs the agreement in the best sense and ability and in accordance with the requirements of good craftsmanship.

2. HumanFits has the right to have work performed by third parties.

3. The execution is carried out by mutual agreement and after written agreement and payment of the possible agreed advance.

4. It is the responsibility of the client that HumanFits can start the assignment in a timely manner.

Article 10 – Contract duration Assignment

1. The agreement between the client and HumanFits is concluded indefinitely, unless the nature of the agreement results in otherwise or the parties have agreed otherwise explicitly and in writing.

2. If the parties have agreed a deadline within the duration of the agreement for the completion of certain activities, this is never a fatal term. If this deadline is exceeded, the client must default to HumanFits in writing.

Article 11 – Amendment of the agreement

1. If during the performance of the contract it appears that it is necessary for the proper execution of the contract to amend or supplement the work to be carried out, the Parties shall, in a timely manner and by mutual agreement, adjust the accordingly.

2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected thereby. HumanFits will inform the client as soon as possible.

3. If the amendment or addition to the agreement has financial and/or qualitative consequences, HumanFits Client shall notify the client in writing as soon as possible.

4. If the parties have agreed a fixed fee, HumanFits shall indicate to what extent the modification or addition of the agreement results in an overrun of this fee.

Article 12 – Force Majeure

1. In addition to the provisions of article 6:75 of the Civil Code, a shortcoming of HumanFits in the fulfilment of any obligation to the client cannot be attributed to HumanFits in the event of one of The will of HumanFits independent circumstance, whereby the fulfilment of its obligations to the client is prevented in whole or in part or which does not reasonably result in the fulfilment of its obligations of HumanFits may be required. In these circumstances, the performance of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions are partly counted.

2. If a situation such as this arises as a result of which HumanFits cannot fulfill its obligations towards the client, those obligations shall be suspended as long as HumanFits are not obligations. If the situation referred to in the preceding sentence has lasted 30 calendar days, the Parties shall have the right to dissolve the agreement in full or in part in writing.

3. In the case referred to in the second paragraph of this article,HumanFits is not obliged to compensate for any damage, even if HumanFits does not benefit as a result of the state of dominance.

Article 13 – Netting

The client renames his right to settle a debt re HumanFits with a claim on HumanFits.

Article 14 – Suspension

The client shall waive the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 – Transfer of rights

Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision is considered to be a contractual clause as referred to in the second paragraph of article 3:83 of the Civil Code.

Article 16 – Expiry of the claim

Any right to compensation for damage caused by HumanFits shall in any event expire 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 Civil Code.

Article 17 – Insurance

1. The client undertakes to deliver the goods that are necessary for the execution of the underlying agreement, as well as the cases of HumanFits that are present with the client and items that have been delivered under retention of title, Adequate insurance and insurance against fire, explosion and water damage, as well as theft.

2. On first request, the client gives the policy of these insurances for inspection.

Article 18 – Liability damage

1. HumanFits is not liable for damages resulting from this agreement, unless humanfits has caused the damage intentionally or with gross negligence.

2. In the event that HumanFits owes compensation to the client, the damage shall not exceed the fee.

3. Any liability for damages arising out of or in connection with the performance of an agreement shall always be limited to the amount in the relevant case by the closed (professional) liability insurance (and) Paid. This amount shall be increased by the amount of the excess in accordance with the relevant policy.

4. The limitation of liability shall also apply if HumanFits is held liable for damages arising directly or indirectly from the improper functioning of the HumanFits in the performance of the contract Used equipment, software, data files, registers or other matters.

5. Not excluded is the liability of HumanFits for damage resulting from intentional or deliberate recklessness of HumanFits, its managerial or subordinates.

Article 19 – Liability of the client

1. Where a contract is issued by more than one person, each of them shall be jointly and severally liable for the amounts owed to HumanFits under that contract.

2. If a contract is provided indirectly or immediately by a natural person on behalf of a legal person, this natural person may also be a private client. This requires that this natural person can be regarded as the (co-) policy-making of the legal person. In the non-payment of the legal person, the natural person is therefore personally liable for the payment of the declaration, regardless of whether or not, at the request of the client, in particular a legal person or, in particular, of the client as Natural person or both of them is asked.

Article 20 – Indemnification

The client indemnifies HumanFits against all claims of third parties, which are related to the goods and/or services delivered by HumanFits .

Article 21 – Complaint obligation

1. The client is obliged to report complaints about the work done directly to HumanFits in writing. The complaint contains as detailed a description as possible of the shortcoming, so that HumanFits is able to react adequately.

2. In any event, a complaint may not lead to the fact that HumanFits can be held to perform other activities than have been agreed upon.

Article 22 – Retention of title, right of suspension and right of retention

1. The business and items delivered by the client remain the property of HumanFits until the client has paid the entire agreed price. Until then, HumanFits can invoke its reservation of title and take back the business.

2. If the agreed amounts to be paid in advance are not met or are not fulfilled in time, HumanFits has the right to suspend the work until the agreed part is fulfilled. There is then a debt failure. In that case a delayed delivery cannot be invoked against HumanFits .

3. HumanFits is not entitled to pledge the goods falling under his retention of title or to object in any other way.

4. If matters have not yet been delivered, but the agreed advance payment or price not conform to agreement is fulfilled, HumanFits has the right of retention. The case will not be delivered until the client has paid full and compliant agreement.

5. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately payable.

Article 23 – Intellectual property

1. Unless the parties have agreed otherwise in writing, HumanFits retains all intellectual absolute rights (including copyright, patent law, trademark law, design law, drawings and designs, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, maquettes, etc.

2. The aforementioned intellectual absolute rights may not be copied, displayed to third parties and/or made available or otherwise used without the written consent of HumanFits.

3. The client undertakes to maintain the confidentiality of the confidential information made available to him by HumanFits. Confidential information shall in any case be understood to mean what this article relates to and the company data. The client undertakes to impose a written obligation of confidentiality on the scope of this provision for his staff and/or third parties involved in the implementation of this agreement.

Article 24 – Confidentiality

1. Each Party shall keep the information which it receives (in whatever form) from the other, and any other information relating to the other party of which he knows or may reasonably suspect that it is secret or confidential, or information of which it can expect that its dissemination may harm the other party, secret and take all necessary measures to ensure that its staff also keeps the said information confidential.

2. The obligation of confidentiality referred to in the first paragraph of this article shall not apply to information:

a. Which at the time the recipient received this information was already public or subsequently became public without a breach by the receiving Party of a confidentiality obligation incumbent on him;

b. The receiving party may prove that this information was already in its possession at the time of the other party’s provision;

c. Received from a third party receiving such information to the receiving party.

d. Disclosed by the receiving party on the basis of a statutory duty.

3. The obligation of confidentiality laid down in this article shall apply for the duration of this agreement and for a period of three years after its end.

Article 25 – Penalty of breach of confidentiality obligation

1. If the client violates the article of these general conditions on confidentiality, the client forfeits for HumanFits an immediately payable fine of € 5,000 for each offence and in addition a Amount of € 500 for each day that the offence persists. This is whether or not the offence can be attributed to the client. In addition, no prior notice of default or legal proceedings is required for the forgoing of this fine. There is also no need for any kind of damage.

2. The forting of the fine referred to in the first paragraph of this article shall be without prejudice to the other rights of HumanFits including his right to claim compensation in addition to the penalty.

Article 26 – Non-takeover staff

The client does not take HumanFits employees (or of companies that have appealed to HumanFits for the implementation of this agreement and who have been (have been) involved in the performance of the Agreement) In service. He also does not allow them to work directly or indirectly for themselves. This prohibition shall apply for the duration of the agreement up to one year after its termination. There is one exception to this prohibition: Parties may make other arrangements in good business consultation. These agreements shall apply to the extent that they are recorded in writing.

Article 27- Applicable law and competent court

1. All agreements between the parties are governed exclusively by Dutch law.

2. The Dutch judge in the district where HumanFits is established/practice/office holds is exclusively competent to take note of any disputes between parties, unless the law prescribes otherwise.

The Hague, November 2019