General terms and conditions
General terms and conditions
The general terms and conditions of Profitz (KvK number 57578834) in these conditions to be called “Profitz”, located at (5617 AK) Eindhoven at the Philitelaan 59A (Happy Bodies Eindhoven).
Trade names that fall under Profitz are: Co-Vit, Blok59 Vitality and Slim&Happy.
- Profitz: the party that performs work on behalf of the customer on the basis of these conditions.
- Client: the (legal) person for whom Profitz performs work on the basis of these conditions and/or with whom Profitz is negotiating the conclusion of an agreement
- Work: all activities mentioned in the order confirmation in the broadest sense of the word. Work is considered to be of a continuous nature unless the nature of the order indicates otherwise.
- Documents: all (written) documents related to or arising from the relationship between Profitz and the client.
- These general conditions apply to all offers, quotations, agreements and work of Profitz.
- The applicability of general conditions used by the client, however named, are expressly excluded.
- Deviations from, exceptions to and additions to these general conditions are only binding if they are expressly accepted in writing by Profitz and only apply to the offer and/or agreement for which they were made.
- These conditions also apply to follow-up assignments for a client.
Offers and prices
- Unless otherwise stated, our prices are
- Unless otherwise stated, all price quotations are subject to change.
- The offers made by Profitz are entirely non-binding and must be considered as a whole. Quotations are valid for 30 days after the date, unless otherwise indicated in writing:
- Quoted in Euro (currency), any exchange rate changes will be passed on;
- Exclusive of turnover tax (VAT), unless stated otherwise;
- • Based on the purchase prices, wages, labour costs, freight costs and all other costs applicable at the time the offer is made;
- Including other taxes, levies and duties.
- If during the period between the date of acceptance of the order and the execution of the agreement the circumstances that served as the basis for the rates and price calculation have changed, Profitz is entitled to increase the rates and price accordingly, with due observance of any relevant statutory provisions.
Realisation of the agreement and duration
- 5. An agreement is only established when a signed quotation/order confirmation is returned and/or an agreement is received by email and/or the order is confirmed by Profitz. A start of the actual execution by Profitz can also create an agreement between Profitz and the client. An agreement can be made in writing or by e-mail.
- The content of the order includes all that has been agreed between the client and Profitz and is determined inter alia by what is described in the quotation.
- 7. naccuracies or inaccuracies alleged by the client in the order confirmation of Profitz must be made known in writing within 7 days after the date of this confirmation. After this period, the client is deemed to agree with the way in which the concluded agreement is recorded in writing or the order confirmation.
- 8. Any subsequent agreements or changes, as well as verbal agreements and/or promises made on behalf of Profitz, are only binding for Profitz if they are confirmed in writing by Profitz.
- For work and/or deliveries for which, due to their nature and scope, no offer or order confirmation is sent, the order confirmation can be derived from the start of the work.
- Profitz is entitled at or after entering into the agreement, before (further) performance, to demand security from the client that both payment and other obligations will be met.
- Profitz is authorised not to accept an order. In that case, Profitz shall inform the client.
- The agreement between Profitz and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if parties expressly agree otherwise in writing.
- Profitz is entitled to have the work for a client carried out by third parties.
- The fee of Profitz is not dependent on the outcome of the assignment, unless otherwise agreed in writing. Profitz thus has a best-efforts obligation.
- The parties can agree a fixed fee when concluding the agreement.
- If no fixed fee is agreed, the fee shall be determined on the basis of hours actually worked. The fee shall be calculated according to the usual hourly rates of Profitz, valid for the period in which the work is performed, unless a different hourly rate has been agreed in writing.
- If the client and Profitz agree on a fee, which is a percentage of the sale price or purchase price excluding VAT, then the sale price is the amount without deduction of any settlements, discounts or loans granted The percentage of the sale price is due in full and must be paid at once upon receipt of the invoice by the customer.
- 5. If after the conclusion of the agreement, but before the assignment has been fully carried out, wages and/or prices change, Profitz is entitled to adjust the agreed rate accordingly, unless the client and Profitz have agreed otherwise in writing.
- 6. The fee of Profitz, if necessary increased by advances and claims of third parties, is charged to the client per month or after completion of the work, unless the client and Profitz have agreed otherwise in writing.
- Profitz may increase the fee if during the execution of the work it appears that the originally agreed or expected amount of work was underestimated to such an extent at the time of concluding the agreement that Profitz cannot reasonably be expected to carry out the agreed work for the originally agreed fee. The referred to in this paragraph shall apply if the underestimation is not attributable to Profitz.
Payment and costs
- Profitz uses a payment term of 30 days for invoicing, unless expressly agreed otherwise in writing.
- Profitz can at any time require (partial) payment of an invoice or (additional) security in another form from a client before Profitz proceeds to perform work for the client.
- Payment by the client takes place without any discount or settlement, however named, unless expressly agreed otherwise in writing
- If the client fails to pay the invoice to Profitz on time, the client is legally in default and therefore without any notice, warning or formal notice from Profitz being required In this case the client owes Profitz from the date of default the statutory commercial interest (ex Article 6:119a BW), whereby a part of a month is considered a month.
- Payments made by the client serve firstly to settle all costs and interest owed, and secondly to settle the oldest invoices due, even if the client states that the payment relates to a later invoice.
- Profitz is entitled to reimburse all costs associated with the collection of its claim(s) on the client. Profitz is entitled to immediately pass on its claim for an unpaid invoice to a third party for collection All (extra) judicial costs for the collection of the claim are explicitly borne by the client. The extrajudicial costs are based on the Act on the Standardisation of Extrajudicial Collection Costs.
- Profitz is entitled to suspend work on the basis of concluded agreements until the client has fulfilled its obligations towards Profitz.
- Profitz may transfer its claim under the agreement to its credit insurer, in which case the credit insurer shall be charged with collecting the outstanding claim(s).
Execution of the order
- Profitz shall endeavour to perform the work to be delivered by it to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- Profitz shall determine the manner in which the instruction shall be carried out.
- in the services provided, these adjustments shall automatically form part of the agreement. Profitz is entitled to charge any related direct and indirect additional costs to the client.
Rights and obligations Profitz
- Profitz shall carry out the work properly, soundly and in accordance with the provisions of the agreement.
- In the execution of the work, Profitz shall comply with the regulations applicable to it, as they are or will be in force at the time of the execution of the work.
- Profitz is obliged to point out to the client any, at first sight, recognisable and relevant to the work:
- Inaccuracies in the commissioned work;
- Defects in the working methods and constructions required by the client;
- Defects in or unsuitability of materials or resources made available by the principal;
- Inaccuracies in the information provided by or on behalf of the client;
- Profitz is entitled to have the work for the client carried out by third parties without notification to and permission from the client.
Rights and obligations of the client
- The client is obliged to provide all information and documents that Profitz needs or that the client reasonably knows are necessary for the correct execution of the assignment, in a timely manner and in the desired form.
- The client guarantees the accuracy, completeness and reliability of the information and documents provided to Profitz, even if they originate from third parties, unless the nature of the assignment dictates otherwise. The client guarantees that the information carriers, electronic files or software provided to Profitz are free of viruses and defects.
- If and insofar as the client requests, the documents provided shall be returned to the client.
- The client shall ensure that Profitz can commence its activities at the agreed time If the activities of Profitz can start later than agreed due to circumstances relating to the client, the client informs Profitz as soon as possible. Damages to Profitz resulting from a delay as referred to in this paragraph are for the account of the client.
- The client provides full cooperation with regard to the requests and orders of Profitz in the execution of its activities, including but not limited to providing access to the site and premises of the client for inspections and providing the necessary information.
- Profitz is entitled to execute the order in parts, which can be invoiced separately.
- If Profitz requires information from the client for the execution of the agreement, the execution period does not start until after the client has provided Profitz with this information correctly and completely.
- The deadlines given are approximate and are never final
- Exceeding the deadline does not oblige Profitz to pay any compensation. After repeated failure to meet a deadline, the client may declare Profitz in default in writing, stating a final (reasonable) deadline for delivery. After this the client has the right to terminate the agreement in writing, unless the cause of the delay is not attributable to Profitz.
Suspension and termination
- The client and Profitz may at any time terminate the agreement in writing, unless the parties have agreed otherwise in writing. Termination takes place subject to a notice period of 3 months, unless the parties agree on a shorter period in writing.
- 2. If Profitz cannot complete the work for the client, and the client and Profitz have agreed on a fee as referred to in Article 5(4) of these conditions, Profitz is still entitled to charge the client the fee referred to in Article 5(4) of these conditions under the following circumstances:
- If the circumstances preventing completion of the work are not attributable to Profitz;
- If the client revokes the assignment/work and within 60 months after the revocation/ termination enters into a transaction with a candidate introduced by Profitz or with whom Profitz has brought the client into contact;
- If a Letter of Intent has been signed between the client and the other party or further negotiations took place with the same intention;
- If a due diligence or similar investigation reveals information that leads to the dissolution of the agreement or the far-reaching negotiations with the other party, which prevents a transaction from taking place and the assignment/work of Profitz is withdrawn by the client.
- Profitz has the right to suspend the execution of the agreement until further notice or to fully or partially dissolve the agreement if one of the following situations occurs. The above requires no notice of default and no judicial intervention, nor is Profitz bound to any compensation or guarantee if:
- The client does not properly, timely and/or fully comply with the obligations from the agreement(s) entered into with Profitz;
- There is reasonable doubt whether the client is able to meet the obligations arising from the agreement (s) with Profitz;
- In case of bankruptcy of the client, suspension of payments, debt rescheduling or closure, liquidation or partial or total transfer of the business of the client .
- In the event of early termination of the agreement, regardless of which party, the client is obliged to pay the invoices for work performed up to that point.
- If the agreement is terminated prematurely by Profitz, the latter shall, where possible and in consultation with the client, ensure the transfer of work to be performed to third parties, unless facts and circumstances underlying the termination are attributable to the client. In that case, any costs arising from this shall be charged to the client.
- Liability of Profitz as a result of mistakes made by Profitz, because the client provided incorrect or incomplete information to Profitz, is excluded. In that case, the client shall be liable (itself) for the damage suffered, including damage incurred by Profitz.
- Profitz is not liable for damage or destruction of documents during transport or during sending by post, regardless of whether the transport or sending takes place by or on behalf of the client, Profitz or third parties.
- In the case of verbal information and/or requests, Profitz is not liable for damage arising from misunderstandings or incorrect or incomplete information.
- The client is obliged to take all necessary measures to limit the damage for which it has held Profitz liable.
- Profitz is not liable for damage that the client or third parties suffer for any reason whatsoever and that is in any way related to the assignment given to Profitz, unless there is intent or gross negligence by Profitz.
- Liability of Profitz for damage suffered by a client or third party caused by third parties used by Profitz is excluded, even if there is intent or gross negligence on the part of these third parties.
- Profitz shall never be liable for indirect damage in the broadest sense of the word, including in any case consequential damage, damage due to delay, damage in the form of loss of profit and intangible damage, even if there is intent or gross negligence on the part of Profitz.
- Profitz is not liable to compensate any damage if, at the time the damage occurs, the client is in default of any obligation to Profitz, or if the client has not, not timely or not fully followed the advice given by Profitz.
- If Profitz is liable for any damage, the liability of Profitz is expressly limited to the amount paid out by the liability insurer, or at least limited to a maximum amount of € 10,000 if the liability insurer does not pay out. The client is deemed to be adequately insured for the excess.
- The client indemnifies Profitz for all claims by third parties for damage suffered by these third parties arising from the execution of the agreement with the client by Profitz or by another person to whom the client has provided the result, unless there is intent or gross negligence on the part of Profitz.
- The client indemnifies Profitz for claims by third parties relating to intellectual property rights as well as for any claims and/or demands by third parties for damage caused by the fact that the client has provided Profitz with incorrect and/or incomplete and/or untimely information.
- The client indemnifies Profitz for any claims by third parties, including (former) employees of the client, due to the work performed by Profitz.
- The client shall indemnify Profitz against all claims by itself or third parties, if Profitz by law and/or its professional rules is forced to give back the order and/or is forced to cooperate with government agencies, which are entitled to receive solicited and unsolicited information, which Profitz collects in the execution of the order.
- Complaints about the performed work and / or the invoice amount must be submitted in writing to Profitz within 8 days after the date of sending the documents or information about which the client complains, or within 8 days after the client was aware or reasonably should have been aware Complaints submitted after the aforementioned period and complaints submitted in any other way are expressly rejected by Profitz. After this period of 8 days, any right to complain expires.
- The documents relating to the work about which a complaint is made must be returned in the state in which they were received by the client.
- Complaints do not give the client the right to suspend payment of the undisputed part of the claim.
- In the case of a justified complaint, Profitz has the choice between adjusting the invoiced fees, improving or performing the rejected work again free of charge, or not (or no longer) performing the assignment in whole or in part against a proportionate refund of fees already paid by the client.
- Unless they have a statutory or professional duty to disclose, the parties are obliged to maintain confidentiality vis-à-vis third parties in respect of all confidential information that they have obtained from each other or from another source within the framework of their agreement. Information is considered confidential if the other party has indicated this or if this follows from the nature of the information.
- Profitz is not entitled to use the information, which is made available to it by the client and the results obtained by processing it, for any other purpose than that for which it was obtained. An exception is made if Profitz is acting on its own behalf in any legal or other proceedings where this information may be of importance.
- Unless prior written permission has been granted by Profitz, the client shall not disclose the content of reports, recommendations or other written or unwritten statements of Profitz, that were not drawn up or made with the aim of providing third parties with the information contained therein. The client shall also ensure that third parties cannot take cognisance of the content referred to in the previous sentence.
- Profitz reserves all rights with regard to products of the mind that it uses or has used in the context of the execution of the agreement with the client, insofar as rights to these products may exist or be established in a legal sense.
- The client is expressly forbidden to reproduce, disclose, exploit or otherwise encumber the products referred to in paragraph 1 of this article, including computer programmes, system designs, working methods, recommendations, reports and other intellectual products of Profitz, all in the broadest sense, with or without the involvement of third parties, without the express written permission of Profitz
- 3. The client is not permitted to remove or change any indication regarding the confidential nature or regarding copyrights, trade names or other intellectual property rights from the data files, analyses, business plans, designs, advice, reports or other intellectual products of Profitz.
- Profitz reserves the right to use the increased knowledge resulting from the execution of the work for other purposes, to the extent that no confidential information is disclosed to third parties.
- The client is not permitted to provide third parties with tools from those products, other than to obtain an expert opinion on the work of Profitz
Prohibition of assignment
- The client is prohibited from assigning, pledging or transferring under any title whatsoever its rights and/or obligations, including claims, arising from the agreement towards Profitz to a third party without the prior written permission of Profitz, unless Profitz has given its prior written permission. . Profitz may attach conditions to this permission.
- All rights and obligations (including claims) from the agreement(s) between Profitz and the client, are not transferable by the client as meant in Article 3:83 (2) of the Dutch Civil Code.
- The rights and obligations as included in this article also apply to third parties who carry out work on behalf of Profitz for a client of Profitz.
- The client must report any damage in writing to Profitz as soon as possible, but no later than within a period of 14 days after the occurrence or the (reasonable) knowledge thereof. Damage that is not reported by the client within this period does not qualify for compensation.
- The possibility of any legal action or dispute by the client against Profitz in respect of or as a result of any agreement lapses or expires after one year after the client was aware or could have been aware of the reason for it.
- If any clause referred to in these terms and conditions, and applicable to the client, is declared null and void, it shall be replaced by a clause that corresponds to the same intention as far as possible without being contrary to the law. The validity of the other provisions of these terms and conditions shall remain unaffected.
- All transactions and agreements to which these terms and conditions apply and the legal relationships resulting from them are governed exclusively by Dutch law.
- All disputes arising from or related to an offer, order or agreement from or with Profitz shall be exclusively settled by the District Court of Oost-Brabant, with due regard for the competence of the Subdistrict Court.
- The provisions of the Vienna Sales Convention do not apply and are expressly excluded.
- Profitz is authorised to make amendments to these general terms and conditions. These amendments shall take effect on the date announced by Profitz. Profitz shall send the amended conditions to the client as soon as possible.
- The Dutch text of the general conditions is always decisive for the interpretation.