General Terms and Conditions Medtester B.V
Private company with ordinary Medtester B.V. (hereinafter: Medtester) is registered with the Chamber of Commerce under number 80065236 and is located at Churchill-laan 86 (1078EL) in Amsterdam.
Article 1 – Definitions
In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise. 2. Offer: any offer or quotation to the Client for the provision of Services by Medtester. 3. Company: The natural or legal person who acts in the exercise of a profession or business. 4. Consumer: The natural person who does not act in the course of a profession or business. 5. Services: All activities, including research and giving advice with the aim of protecting or curing the Client from the development of a disease, or to assess his state of health. The primary service of Medtester will consist of offering or performing tests that show whether or not the Client is infected with a certain disease. 6. Service provider: Private company with ordinary MedtesterB.V., incorporated under Dutch law, established in the Netherlands, offers to Client hereinafter: Medtester. 7. Client: the natural or legal person who acts in the exercise of a profession or business that Medtester has appointed, has provided projects to Medtester for Services that are performed by Medtester, or to which Medtester has made a proposal on the basis of an Agreement. 8. Agreement: any Agreement and other obligations between the Client and Medtester, as well as proposals from Medtester for Services that are provided by Medtester to the Client and that are accepted by the Client and have been accepted and performed by Medtester with which these general terms and conditions form an inseparable whole.
Article 2 – Applicability
These general terms and conditions apply to every Offer from Medtester, every Agreement between Medtester and the Client and to every service offered by Medtester. 2. Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Medtester will indicate to the Client how the Client can view the general terms and conditions. 3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with Medtester. 4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client. 5. The general terms and conditions of the Client are excluded. 6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision. 7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. 8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded. 9. If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/his, if and insofar as applicable. 10. In the event that Medtester has not always demanded compliance with these general terms and conditions, it retains its right to demand compliance in whole or in part with these general terms and conditions.
Article 3 – The Offer
All offers made by Medtester are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer. 2. Medtester is only bound by an Offer if it is confirmed in writing by the Client within 7 days. Nevertheless, Medtester has the right to refuse an Agreement with a (potential) Client for reasons that are valid for Medtester. 3. The offer contains a description of the Services offered. The description is sufficiently specified, so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement. 4. Offers or quotations do not automatically apply to follow-up orders. 5. Term indications in Medtester’s offer are in principle indicative and, if they are exceeded, do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.
Article 4 – Conclusion of the Agreement
The Agreement is concluded the moment a confirmation is sent by e-mail to the e-mail address provided by the Client. 2. Medtester has the right to revoke the (signed) Agreement within 1 working day after receipt of the acceptance. 3. Medtester is not obliged to an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error. 4. If the Client cancels an order that has already been confirmed, the costs already incurred (including the time spent) will be charged to the Client. 5. Any Agreement entered into with Medtester or a project awarded to Medtester by Client rests with the company and not with an individual person associated with Medtester. 6. The right of withdrawal of the Client being a Company is excluded, unless otherwise agreed. The Client, being a Consumer, has the right to revocation during the statutory period of 14 days, unless Medtester has already commenced the Services with the Client’s permission. The client waives its right of withdrawal by means of this permission. 7. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 – Term of the Agreement
The Agreement is entered into for an indefinite period of time, unless the content, nature or purport of the assignment implies that it has been entered into for a definite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that Medtester obtains from the Client. 2. Both the Client and Medtester can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given written notice of default and it has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations in that case. to comply correctly. This also includes the payment and cooperation obligations of the Client. 3. The dissolution of the Agreement does not affect the payment obligations of the Client insofar as Medtester has already performed work or delivered services at the time of the dissolution. The client must pay the agreed fee. 4. In the event of premature termination of the Agreement, the Client owes Medtester the costs actually incurred up to that point at the agreed rate. 5. Both the Client and Medtester can terminate the Agreement in writing, in whole or in part, without further notice of default, with immediate effect if one of the parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation. If a situation as stated above occurs, Medtester is never obliged to refund monies already received and/or compensation.
Article 6 – Consent
Permission from the Client is required for the execution of the Agreement. 2. Medtester will inform the Client in a clear manner and if requested in writing about the intended Services, the developments and the treatment. Medtester will inform the Client who has not yet reached the age of 12 years in such a way as is appropriate to his comprehension. 3. By scheduling a Service, the Client gives explicit and unambiguous permission. This complies with the consent requirement, unless the Client has not yet reached the age of 12, in which case consent from the parent(s) and/or the legal representative(s) is also required. However, the Service may, without the consent of the parent(s) and/or the legal representative(s), if it is clearly necessary to prevent serious harm to the Client, and if the Client continues to consider the performance even after the refusal of the consent. to wish.
Article 7 – Performance of the service
Medtester will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. Medtester guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail. 2. The Agreement on the basis of which Medtester performs the Services, is leading for the size and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement. 3. The information and data provided by the Client are the basis on which the Services offered by Medtester and the prices are based. Medtester has the right to adjust its services and prices if the information provided appears to be incorrect and/or incomplete. 4. In the performance of the Services, Medtester is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for Medtester, the Client is obliged to reimburse the additional additional costs accordingly on the basis of a new quotation. 5. Medtester is entitled to engage (certified) third parties for the performance of the Services at its own discretion. 6. If the nature and duration of the assignment so require, Medtester will keep the Client informed of the progress in the interim in the agreed manner. 7. The performance of the Services is based on the information provided by the Client. If the information has to be changed, this may have consequences for any established planning. Medtester is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided all requested information on time or in the desired format, does not provide sufficient cooperation, any advance payment has not been received in time by Medtester or due to other circumstances , which are at the expense and risk of the Client, if there is a delay, Medtester is entitled to a reasonable extension of the delivery period. All damage and additional costs as a result of delay due to a cause as mentioned above are for the account and risk of the Client.
Article 8 – Reliability tests
The antigen rapid test technology used by Medtester has been validated by the VWS, RIVM and/or WHO (PCR tests, Abbott – CGIA Panbio COVID-19-Ag rapid test and SARS-CoV-2 Rapid Antigen Test from Roche Diagnostics). The PCR tests are conducted by Medtester and processed by a ISO validated lab. In almost all cases, this provides a very reliable test result in time. However, there is always a very small chance of a so-called false positive (Client is not infected, but the test indicates that Client is infected) and a small chance of a false negative (Client is infected, but the test does not show that) result. In addition, there is also a small chance that the sample taken from the Client cannot be tested for other reasons (for example, recent oral use of medication, alcohol, mouth rinses and/or other contaminants in the mouth, throat and nasal cavities). In that case, Medtester will offer a new test as soon as possible and Medtester will try to provide the Client with a result in time, without however being able to give any guarantees. 2. A test therefore never offers absolute (100%) certainty on a (reliable) result. The Client can therefore not derive any rights from the results of a test and Medtester accepts no liability for any damage whatsoever that the Client may suffer in that regard. 3. Medtester monitors the testing process and the issuance of a non-COVID-19 statement very carefully, but Medtester cannot guarantee and guarantee that a non-COVID-19 document will actually be issued in time before the start of the trip. issued by the Client or otherwise. Sometimes this is not possible for various reasons, as indicated above, and in the event that the Client is not admitted by the carrier or the country of destination for that reason, Medtester accepts no liability for any damage resulting therefrom and or costs associated therewith. . 4. Medtester makes every effort to ensure that all information provided by us is complete, correct and current. Nevertheless, Medtester cannot guarantee the reliability of the information on our website, including information about the coronavirus and the available tests. All information presented by us about the coronavirus, the different types of tests and related topics is based solely on reporting from official bodies and for informational purposes only. Partly in view of the rapid development of (medical) science surrounding the coronavirus, it is emphatically everyone’s responsibility to obtain accurate and complete information about this. No rights can be derived from the information provided by Medtester. In case of doubt or questions about the coronavirus, the treatment methods, the various tests or their reliability, please contact an authorized medical care provider or a recognized (government) body such as RIVM or the GGD.
Article 9 – Obligations of the Client
The client is obliged to provide all information requested by Medtester (including a valid proof of identity) as well as relevant appendices and related information and data in a timely manner and/or before the start of the work and in the desired form for the purpose of a correct and efficient execution of the work. Agreement. Failing this, Medtester may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client. 2. Medtester is not obliged to check the correctness and/or completeness of the information provided to it or to update Client with regard to the information if it has changed over time, nor is Medtester responsible for the correctness and completeness of the information compiled by Medtester for third parties and/or provided to third parties in the context of the Agreement. 3. Medtester may, if necessary for the execution of the Agreement, request additional information. Failing this, Medtester is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify Medtester immediately or no later than 3 working days after the change has become known. 4. To the best of its knowledge, the Client will provide Medtester with all information and the cooperation that Medtester reasonably requires for the execution of the Agreement
Article 10 – Advice
Medtester can draw up advice, plan of approach, design, reporting, planning and/or reporting for the purpose of providing services if instructed to do so. The content of this is not binding and only of an advisory nature, but Medtester will observe its duties of care. The client decides itself and under its own responsibility whether to follow the advice. 2. The advice provided by Medtester, in whatever form, can never be regarded as medical advice. If the Client considers this advice to be medical advice, the Client must first consult a specialist trained for this purpose. 3. At Medtester’s first request, the client is obliged to assess proposals it has provided. If Medtester is delayed in its work, because the Client does not or not timely assess a proposal made by Medtester, the Client is at all times responsible for the resulting consequences, such as delay. 4. The nature of the service means that the result always depends on external factors that can influence the reports and advice of Medtester, such as the quality, correctness and timely delivery of the necessary information and data from the Client and its employees. . The client guarantees the quality and the timely and correct delivery of the required data and information. 5. The Client will notify Medtester in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.
Article 11 – Additional activities and changes
If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client’s request to achieve the desired result for the Client, the Client is obliged to pay for this additional work in accordance with the agreed rate. . Medtester is not obliged to comply with this request, and may require the Client to conclude a separate Agreement and/or refer it to an authorized third party. 2. If the additional work is the result of Medtester’s negligence, Medtester has made an incorrect estimate or could reasonably have foreseen the work in question, these costs will not be passed on to the Client.
Article 12 – Prices and payment
In principle, all prices include turnover tax (VAT), unless otherwise agreed. 2. Medtester performs its services in accordance with the agreed rate. The Client, being a Consumer, is obliged to pay the agreed price prior to the Service. The Client, being a Company, has the option to pay the agreed price in arrears, subject to a payment term of 30 days. 3. Travel time for the benefit of the Client and costs related to travel will be passed on to the Client. 4. The Client is obliged to fully reimburse the costs of third parties, which are deployed by Medtester after the Client’s approval, unless expressly agreed otherwise. 5. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before a start is made with the performance of the service. 6. The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise. 7. Medtester is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement. 8. The client must pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and data of Medtester made known to it. 9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable
Article 13 – Collection policy
If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term of 30 days, the Client is in default by operation of law. The Client, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet its obligations within that term, before falls into default. 2. From the date that the Client is in default, Medtester will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the decision. compensation for extrajudicial collection costs from 1 July 2012. 3. If Medtester has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The full legal and execution costs incurred are also for the account of the Client.
Article 14 – Changing or canceling the agreement
The Client has the right to cancel or change the Agreement with Medtester without giving any reason up to 1 hour before the start of the appointment via the link sent in the confirmation email. 2. If canceled up to 1 hour before the appointment, the full purchase amount will be refunded. If the appointment is canceled after 1 hour before the start of the appointment, no refund will be made.
Article 15 – Privacy, data processing and security
Medtester handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Medtester will inform the data subject about this. 2. The Client is responsible for the processing of data that are processed using a Medtester service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Medtester against any (legal) claim related to this data or the execution of the Agreement. 3. If Medtester is required to provide information security under the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
Article 16 – Suspension and dissolution
Medtester has the right to keep the data, data files and more it has received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains unaffected if a reason that is valid for Medtester arises which justifies suspension in that case. 2. Medtester is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed to the Client in writing. 3. In that case Medtester is not liable for damage, for whatever reason, as a result of the suspension of its activities. 4. The suspension (and/or dissolution) does not affect the Client’s payment obligations for work already performed. In addition, the Client is obliged to compensate Medtester for any financial loss that Medtester suffers as a result of the Client’s default.
Article 17 – Force majeure
Medtester is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation. 2. Force majeure on the part of Medtester in any case includes, but is not limited to: (i) force majeure of suppliers of Medtester, (ii) failure to properly fulfill obligations of suppliers that Client or its third parties have given to Medtester. prescribed or recommended, (iii) defective software or any third parties involved in the execution of the service, (iv) government measures (as a result of a pandemic or epidemic), (v) breakdown of electricity, internet, data network and/or telecommunications facilities, (vi) illness of employees of Medtester or consultants engaged by it and (vii) other situations that in Medtester’s opinion fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations. 3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. Medtester is not obliged to compensate Client for any losses caused by such withdrawal.
Article 18 – Limitation of Liability
If any result stipulated in the Agreement is not achieved, a shortcoming on the part of Medtester will only be deemed to exist if Medtester has expressly promised this result when accepting the Agreement. 2. In the event of an attributable shortcoming on the part of Medtester, Medtester is only obliged to pay any compensation if the Client has given Medtester notice of default within 14 days after discovery of the shortcoming and Medtester has not subsequently remedied this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that Medtester is able to respond adequately. 3. If the performance of Services by Medtester leads to liability on the part of Medtester, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is the result intentional or bordering on recklessness on the part of Medtester. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and the method of repair. 4. Medtester expressly excludes all liability for consequential damages. Medtester is not liable for indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption, capital losses, delay damage, interest damage and immaterial damage. 5. The Client indemnifies Medtester against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which partly consisted of Services provided by Medtester, unless the Client can demonstrate that the damage was solely caused by the service from Medtester. 6. Any advice provided by Medtester, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of Medtester. 7. The content of the advice provided by Medtester is not binding and only advisory in nature. The Client decides itself and under its own responsibility whether it follows the proposals and advice of Medtester mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Medtester. Medtester is not bound by any form of refund if this is the case. 8. If a third party is engaged by or on behalf of the Client, Medtester is never liable for the actions and advice of the third party engaged by the Client, as well as the processing of results (of advice prepared) of the third party engaged by the Client in Medtester’s own advice. 9. Medtester does not guarantee that the results of the Service provided are reliable at all times. 10. Medtester does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Medtester, nor for the timely receipt thereof. 11. All claims of the Client due to shortcomings on the part of Medtester lapse if they have not been reported to Medtester in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Medtester’s liability lapses.
Article 19 – Confidentiality
Medtester and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential and/or the information was not disclosed to Medtester during the Agreement with the Client and/or was obtained by Medtester in any other way. 2. In particular, the confidentiality applies to results, advice, reports, designs, working methods and/or reporting by Medtester regarding the assignment of the Client. The Client is expressly prohibited from sharing the content thereof with (unauthorized) third parties. Furthermore, Medtester always exercises the required care in dealing with all business-sensitive information provided by the Client. 3. If Medtester is obliged to provide confidential information to the law or competent court or third party designated by the GGD on the basis of a statutory provision or a court decision and Medtester cannot invoke a right of nondisclosure, Medtester is not obliged to pay any compensation and does not give the Client any ground for dissolution of the Agreement. 4. The transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by Medtester to third parties requires the written consent of Medtester, unless such consent has been expressly agreed in advance. Client will indemnify Medtester against all claims by such third parties as a result of reliance on such information disseminated without the written consent of Medtester. 5. Medtester and the Client also impose the confidentiality obligation on third parties to be engaged by them.
Article 20 – Safeguarding and correctness of information
The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents, in whatever form, that they provide to Medtester in the context of an Agreement, as well as for the data they receive from third parties. has obtained and which have been provided to Medtester for the performance of the Service. 2. The Client indemnifies Medtester against any liability as a result of non-compliance or late fulfillment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or documents. 3. The Client indemnifies Medtester against all claims from the Client and third parties engaged by it or working under it, as well as from clients of the Client, based on the failure to (timely) obtain any subsidies and/or permissions required in the context of the implementation of the Agreement. 4. The Client indemnifies Medtester against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/ or the acts or omissions of the Client towards third parties. 5. If the Client provides electronic files, software or information carriers to Medtester, the Client guarantees that these are free of viruses and defects.
Article 21 – Complaints
If the Client is not satisfied with the service of Medtester or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 days after the relevant reason that led to the complaint. . Complaints can be reported verbally or in writing via email@example.com with the subject “Complaint”. 2. The complaint must be sufficiently substantiated and/or explained by the Client if Medtester is to be able to handle the complaint. 3. Medtester will respond substantively to the complaint as soon as possible, but no later than 7 days after receipt of the complaint. 4. The parties will try to reach a solution together. Article 22 – Applicable law 1. Dutch law applies to the legal relationship between Medtester and the Client. 2. Medtester has the right to change these general terms and conditions and will inform the Client thereof. 3. In the event of translations of these general terms and conditions, the Dutch version shall prevail. 4. All disputes arising from or as a result of the Agreement between Medtester and the Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions designate another competent court.
Amsterdam, 2 februari 2022