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Terms and Conditions Fitsurance B.V.

Version 1.3 14-12-2022

Definitions

Fitsurance B.V.

Fitsurance is aprivate company with limited liability; Fitsurance B.V. statutory seat in Tilburg and registered with the Chamber of Commerce under number 74004069.

Services and advice
All services and advice provided by Fitsurance B.V. to a person (hereinafter: participant) or Client.

Client
The person (hereinafter: participant) or organization, or its possible legal successor(s), who has issued an order to Fitsurance for the provision of services and/or advice. The Client is, unless other written agreements are expressly made with Fitsurance, the one who is obliged to pay the agreed price for the services of Fitsurance.

Third parties
Where appropriate, Fitsurance may provide its services (partly) with the help of third parties it engages. Fitsurance may at any time change the composition of a team if it deems this necessary for the proper performance or continuity of its services.

Assignment fee
The total agreed amount of the assignment, named in the signed order confirmation or in the offer or program proposal, which has been declared approved by the client.

Assignment confirmation
The written confirmation of services to the Client, including any attachments.

Privacy Policy
Fitsurance’s statement regarding the privacy of data subjects when processing personal data as part of its services. This is detailed in the privacy policy and cookie policy on the Fitsurance website.All participants of Fitsurance’s service (digitally) agree to the privacy statement.

Claims
All claims, damages and costs related to or arising in any way from the Engagement or the Services.

Confidential Information.
Any information, trade secrets or other proprietary information relating to a party (the “Provider”) that has been designated by the Provider as confidential or is confidential by its nature.December 2022

ARTICLE 1 APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS

  1. These General Terms and Conditions apply to all offers, quotations, assignments, work performed by and agreements concluded with Fitsurance.
  2. These conditions also apply to assignments with the contractor, where third parties are involved.
  3. If one or more of the provisions of these General Terms and Conditions expire, the remaining provisions of these General Terms and Conditions shall remain applicable. In that case, the parties will consult to agree on substitute provisions, based as much as possible on the purpose and intent of the original provision.
  4. Fitsurance reserves the right to modify or amend these General Terms and Conditions in the future.

ARTICLE 2 ASSIGNMENT

  1. Offers of Fitsurance are based exclusively on the information provided to it by a client. The client guarantees that they have, to the best of theirknowledge and belief, provided Fitsurance with all relevant information for making the offer and for the set-up and execution of the assignment. If this information appears at any time to have been incorrect and/or incomplete, Fitsurance reserves the right to unilaterally and/or prematurely adjust the price agreed with the client for the services to be provided by Fitsurance.
  2. A compound quotation shall not oblige Fitsurance to carry out part of the assignment at a corresponding part of the agreed order price.
  3. An assignment is given by means of the signed return of anagreement issued by Fitsurance, or by agreeing in writing and/or by e-mail to the digital quotation sent. As such, this digital quotation also becomes the order confirmation.
  4. An assignment is also given by registering for participation in the services of Fitsurance, after which an order confirmation of this registration and the assignment will be sent (digitally) to the client.
  5. The absence of written approval of the offer or agreement issued by Fitsurance shall not affect the fact that the client shall be deemed to have instructed Fitsurance, in accordance with the conditions of the offer, when and as soon as the actual provision of services by Fitsurance has commenced.

ARTICLE 3 INTERIM CHANGE IN THE ASSIGNMENT

  1. If an interim change in the assignment or assignment execution arises at the request of or due to the fault of the client, Fitsurance will make the necessary adjustments if possible.
  2. If interim changes, which Fitsurance can comply with, result in additional work compared to the original assignment fee, this shall, without a separate written assignment being required, be charged additionally to the client.
  3. By changing the assignment in the interim, the client has fully agreed in advance to the financial consequences thereof.

ARTICLE 4 OBLIGATION OF EFFORT

  1. Fitsurance shall perform the services to be provided by it with the care of a reasonably acting and reasonably competent professional service provider.December 2022
  2. Fitsurance does not guarantee the success and success of its services nor the extent to which these services contribute to the objective set by the client and/or participant.

ARTICLE 5 OFFERS AND REALIZATION OF THE AGREEMENT

  1. All offers of Fitsurance havea validity period of 30 days from the date, are free of obligations and can be revoked formally. Fitsurance shall not be bound by offers if they are not accepted in writing within 30 days from the date of the offer.
  2. If the offer is accepted within the validity period, Fitsurance reserves the right to revoke the offer within five working days after receipt of the acceptance.
  3. Acceptance of an offer by a client shall be made in writing and/or digitally, without prejudice to the provisions of articles 2.5 and 3.1 of these General Terms and Conditions.

ARTICLE 6 OBLIGATIONS OF THE CLIENT

  1. The client guarantees that the number of participantsagreed upon in the assignment will actually participate in the services agreed upon with Fitsurance. If the agreed number ultimately does not participate, the client shall nevertheless owe Fitsurance the full order price, or daily rates,as stated in the offer and/or order confirmation.
  2. If a participant cannot participate due to unforeseen circumstances, this place can be filled by another participant, this only after prior consent of Fitsurance. If taking over the vacant place is not possible, the client will be charged the full fee, unless explicitly agreed otherwise.
  3. The client shall provide all necessary information, documents and data required by Fitsurance to carry out the assignment as agreed. If requested by Fitsurance, the client shall provide Fitsurance with a workspace with telephone and/or internet connection at his/her location free of charge.
  4. Any specific dates agreed upon between the organization or client and Fitsurance can be rescheduled with a reasonable notice period of at least two weeks, provided that the rescheduling is planned within 6 months of the initial date. If a rescheduling is not requested within two weeks, Fitsurance reserves the right to charge cancellation costs.

ARTICLE 7 RATES, COSTS AND PRICES

  1. The offer of Fitsurance shall always clearly indicate the rates and costs charged byFitsurance for the activities specified therein.
  2. The prices in offers, assignments and other publications are exclusive of VAT, exclusive of government levies and exclusive of other costs incurred or to be incurred for the assignment,such as, but not limited to, shipping and administration costs and travel expenses, unless stated otherwise.
  3. The rates for travel expenses will be specified in the order confirmation.

ARTICLE 8 INVOICING AND PAYMENT TERMS.

  1. The fee of Fitsurance and the costs charged to the client by Fitsurance shall always be charged to the client by means of a written or digital invoice. At the discretion of Fitsurance, the entire amount of the assignment or part thereof may be invoiced on an advance basis.
  2. Payment by the client must always be made within 14 days of the invoice date, unless otherwise stated in the offer or on the invoice.
  3. After this due date, the client shall be in default and shall owe Fitsurance the statutory interest on the amount of the invoice, without any notice of default being required. If payment is not made, Fitsurance may unilaterally suspend the assignment, without Fitsurance being liable for compensation towards the client. In that case, Fitsurance shall also be entitled to unilaterally dissolve the agreement extrajudicially.December 2022
  4. If the client is in default with regard to payment to Fitsurance or if the client fails to fulfil one or more of his obligations in any other way, all costs to be incurred by Fitsurance in connection therewith (collection and other judicial or extrajudicial) shall be borne by the client, always with a minimum of 25% of the agreed order amount.
  5. In case of agreed periodic payments, payment before the due date on the (partial) invoice is mandatory. If the client is in default regarding the payment of the partial invoice, Fitsurance is entitled to claim the full amount.
  6. Payment in parts can only take place after approval and confirmation by Fitsurance. If partial payments are not made on time, Fitsurance is entitled to claim the legal interest for companies on the amount that is paid late.
  7. Participant subscriptionscan be cancelled monthly, provided that the remaining amount of the subscription year is transferred. This is specifically for the subscription modules for participants (persons). For example; cancelling the subscription after 2 months will result in the balance amount to be paid of 10 times the monthly subscription fee. Thisis to meet the 12 month payment deadlines, as the subscription is a year subscriptionwith monthly payments, to allowthe participantto pay over a period of 12 months.

ARTICLE 9 CANCELLATION CONDITIONS

  1. If, for reasons not attributable toFitsurance, the assignment is not taken by the client, the following cancellation conditions shall apply

a. A participant cancels less than 24 hours before the start of the appointment, the cancellation fee is 100%.

b. a participant cancels more than 24 hours before the start of the appointment, the cancellation fee is 25%.

c. a participant wishes to reschedule more than 24h before the start of the appointment, the appointment will be rescheduled and there is no cancellation fee.

ARTICLE 10 DURATION AND INTERIM TERMINATION OF THE ASSIGNMENT

  1. The Assignment ends as soon as the Services have been performed, subject to earlier termination in accordance with the Assignment.
  2. Premature termination of an Agreement is only possible if the parties haveexpressly agreed in writing or upon payment of the amount due until theoriginal end of the Agreement, unless the parties have agreed to another payment in writing.
  3. Fitsurance is entitled to terminate the Assignment immediately by written notice to Client, if Fitsurance finds that the execution of the Assignment in whole or in part would be in violation of the law or otherwise unlawful.
  4. In the event of termination of the Assignment,Client shall owe Fitsurance compensation in accordance with the Assignment Confirmation for the Services performed and costs incurred up to and including the termination date.
  5. After termination, articles in these terms and conditions shall remain applicable, including the duty of confidentiality.December 2022

ARTICLE 11 LIABILITY

  1. Fitsurance and its employees and partners are never liable for any (direct or indirect) damage caused to the client and/or the participant by and/or during the use of goods and/or services provided by and/or on behalf of Fitsurance.
  2. Fitsurance is not liable for any direct or indirect damage suffered by the client as a result of actions or decisions taken as a result of or during a measurement, consultancy or other service.
  3. In addition, Fitsurance shall never be liable for the quality or outcome of the services provided by it, Fitsurance only has an obligation of effort. (see article 4).
  4. Client shall indemnify Fitsurance against all claims of third parties directly or indirectly related. In particular, the Client shall indemnify Fitsurance against third party claims due to damage caused by the fact that the Client provided Fitsurance with incorrect or incomplete information, unless the damage was caused by intent or gross negligence on the part of Fitsurance.

ARTICLE 12 INTELLECTUAL PROPERTY / COPYRIGHT

  1. Models, techniques, tools and materials developed and/or used by Fitsurance for the execution of the assignment are and remain the property of Fitsurance. The same applies to the reports to be issued by Fitsurance.
  2. The client is granted the right to use reports for his own use or within his own organization.
  3. All documents developed by Fitsurance are subject to copyright by operation of law.

ARTICLE 13 CONFIDENTIALITY AND PROCESSING OF PERSONAL DATA

  1. Fitsurance is bound to secrecy of everything that has come to its knowledge about its participant and/or client.
  2. Fitsurance does not share any information with third parties without the consent of the client and/or participant. If disclosure is required by law or pursuant to civil, criminal or administrative procedures (including supervision andinvestigation), Fitsurance is obliged to share this information.
  3. Fitsurance is the controller for the processing of Client’s personal data. Fitsurance shall ensure lawful processing of personal data and that the rights of third parties are not infringed.
  4. Fitsurance shall take appropriate technical and organizational measures. These can be found inthe privacy policy and the cookie policy on the website.

ARTICLE 14 SPECIAL PROVISIONS

  1. Fitsurance is authorized to modify these general conditions. The latest version of the general terms and conditions,as available on the website of Fitsurance, shall always apply.
  2. Dutch law shall apply to the Assignment, including all matters related thereto, and to its interpretation.
  3. Parties shall attempt to resolve disputes or claims arising from or related to the Assignment by means of negotiations.
  4. In the event of disputes, the relevantDutch court shall rule.