General terms and conditions
Test Corona Direct B.V. (hereinafter: Testcoronadirect.com) is a private company with a regular structure, registered with the Dutch Chamber of Commerce under number 81007647 and is located at Witbolstraat 5 (1032 LC) in Amsterdam.
Article 1 – Definitions
1. In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
2. Offer: every offer or quotation to Principal to perform Services by Testcoronadirect.com.
3. Company: The natural or legal person who acts in the course of a profession or business.
4. Consumer: The natural person who is not acting in the course of a profession or business.
5. Services: All operations, including research and giving advice with the aim of preventing or curing Client from developing a disease, or assessing his state of health. The primary service of Testcoronadirect.com shall consist of offering and/or performing (or having performed) tests that show whether or not Client is infected with a certain disease.
6. Service Provider: Private Company with ordinary structure Test Corona Direct B.V., incorporated under Dutch law, established in The Netherlands and offering Services to Client hereinafter: Testcoronadirect.com.
7. Client: the natural or legal person acting in the course of a profession or business who has appointed Testcoronadirect.com, has granted projects to Testcoronadirect.com for Services performed by Testcoronadirect.com, or has made a proposal to Testcoronadirect.com based on an Agreement.
8. Agreement: every Agreement and other obligations between Client and Testcoronadirect.com, as well as proposals of Testcoronadirect.com for Services which are provided by Testcoronadirect.com to Client and which are accepted by Client and executed by Testcoronadirect.com with which these general conditions form an indissoluble whole.
Article 2 – Applicability
1. These general conditions apply to every Offer of Testcoronadirect.com, every Agreement between Testcoronadirect.com and Client and to every service offered by Testcoronadirect.com.
2. Before an Agreement is concluded, Client will get access to these General Terms and Conditions. If this is not reasonably possible, Testcoronadirect.com shall indicate to Client in what way Client can view the General Terms and Conditions.
3. Deviations from these general terms and conditions are not possible. In exceptional situations deviation from the general conditions is possible as far as this is explicitly agreed in writing by Testcoronadirect.com.
4. These general conditions are also applicable to additional, modified and follow-up assignments of Client.
5. The general terms and conditions of Client are excluded.
6. If one or more provisions of these general terms and conditions are null and void or annulled in part or in whole, the other provisions of these general terms and conditions shall remain in effect, and the null and void provision(s) shall be replaced by a provision having the same purport as the original provision.
7. Uncertainties about the content, explanation or situations not provided for 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 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
9. If these general terms and conditions refer to she/he, this should also be understood as a reference to he/she/it, if and insofar as applicable.
10. In case Testcoronadirect.com has not always demanded compliance with these general terms and conditions, she maintains her right to demand compliance with these general terms and conditions in whole or in part.
Article 3 – The offer
1. All offers made by Testcoronadirect.com are without engagement, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be mentioned explicitly in the Offer.
2. Testcoronadirect.com is only bound to an Offer if it is confirmed by Client in writing within 7 days. Nevertheless Testcoronadirect.com has the right to refuse an Agreement with a (potential) Client for a for Testcoronadirect.com legitimate reason.
3. The offer contains a description of the offered Services. The description is sufficiently specified, so that Client is able to make a good assessment of the offer. Any data 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 the offer Testcoronadirect.com are in principle indicative and do not entitle Client to dissolution or compensation when exceeding them, unless explicitly agreed otherwise.
Article 4 – Realization of the Agreement
1. The Agreement is established at the moment a confirmation by e-mail is sent to the e-mail address provided by the Client.
2. Testcoronadirect.com has the right to withdraw the (signed) Agreement within 1 working day after receipt of the acceptance.
3. Testcoronadirect.com is not bound to an Offer if Client could have reasonably expected or should have understood that the Offer contains an obvious mistake or clerical error. Client cannot derive any rights from this mistake or error.
4. If the Client cancels an order that has already been confirmed, the actual costs already incurred (including time spent) will be charged to the Client.
5. Every Agreement entered into with Testcoronadirect.com or a project awarded to Testcoronadirect.com by Client, rests with the company and not with an individual person associated with Testcoronadirect.com.
6. The right of withdrawal of Client being a Company is excluded, unless otherwise agreed. Client being a Consumer has the right of withdrawal during the legal term of 14 days, unless Testcoronadirect.com has already started Provision of Services with permission of Client. Client waives her right of withdrawal by means of this permission.
7. If the Agreement is entered into by multiple Principals, each Principal is individually jointly and severally liable for the fulfillment of all obligations resulting from the Agreement.
Article 5 – Duration of the Agreement
1. The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the assignment entails that it is entered into for a definite period of time. The duration of the assignment is also dependent on external factors including, but not limited to the quality and timeliness of the information Testcoronadirect.com obtains from Client.
2. Both Client and Testcoronadirect.ncom can dissolve the Agreement on grounds of an attributable failure in the performance of the Agreement if the other party has been declared in default in writing and has been given a reasonable term to meet its obligations and still fails to meet its obligations properly. This also includes the Customer’s payment and cooperation obligations.
3. Dissolution of the Agreement does not affect the payment obligations of Client as far as Testcoronadirect.com has already performed work or delivered services at the time of dissolution. Client shall pay the agreed fee.
4. In case of an early termination of the Agreement, Client is due to pay Testcoronadirect.com the actual costs incurred until then at the agreed rate.
5. Both Client and Testcoronadirect.com can terminate the Agreement immediately without further notice in writing, partly or completely, in case one of the parties is in suspension of payment, bankruptcy has been filed or the company concerned ends by liquidation. If a situation as mentioned above occurs, Testcoronadirect.com is never obliged to restitute already received money and/or compensation.
Article 6 – Permission
1. For execution of the Agreement permission of Client is required.
2 Testcoronadirect.com shall inform Client in a clear manner and in writing if requested, about the intended Services, developments and treatment. Testcoronadirect.com will inform Client who has not reached the age of 12 years yet, in such a way that suits his comprehension.
3. By scheduling a Service Client gives explicit and unambiguous consent. This fulfills the requirement of permission, except in cases where the Customer has not yet reached the age of 12 years, in which case permission from the parent(s) and/or legal representative(s) is also required. However, the Service may be provided without the consent of the parent(s) and/or legal representative(s) if it is evidently necessary in order to prevent serious harm to the Client, as well as if the Client continues to have a well-considered desire for the provision of the Service even after the consent has been refused.
Article 7 – Performance of services
1. Testcoronadirect.com will do her utmost to execute the agreed service with the utmost diligence as can be expected from a good service provider. Testcoronadirect.com vouches for a professional and independent service. All Services are performed on the basis of an obligation to perform to the best of one’s ability, unless a result has been explicitly agreed upon in writing and is described in detail.
2. The Agreement on the basis of which Testcoronadirect.com performs the Services, is leading for the scope and extent of the service. The Agreement will only be executed on behalf of 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 Client are the basis on which the Services offered by Testcoronadirect.com and the prices are based. Testcoronadirect.com has the right to adjust her services and prices if the provided information turns out to be incorrect and/or incomplete.
4. When performing Services, Testcoronadirect.com is not obliged or bound to follow instructions of Client if this changes the content or scope of the agreed Services. If the instructions result in further work for Testcoronadirect.com, Client is obliged to pay the additional additional costs accordingly, based on a new quotation.
5. Testcoronadirect.com is entitled to use (certified) third parties for the execution of the Services as they see fit.
6. If the nature and duration of the assignment require so, Testcoronadirect.com will keep Client informed about progress in the interim via the agreed manner.
7. The execution of the Services is based on the information provided by Client. If the information has to be changed, this may have consequences for a possible set planning. Testcoronadirect.com is never liable for adjusting the planning. If the start, progress or delivery of the Services is delayed because for example Client did not provide all requested information on time or in the desired format, does not cooperate enough, any advance payment is not received on time by Testcoronadirect.com or due to other circumstances, which are for the account and risk of Client, there is a delay, Testcoronadirect.com is entitled to a reasonable extension of the delivery time. All damages and additional costs caused by delay as mentioned above will be at the expense and risk of Client.
Article 8 – Obligations of Client
1. Client is obligated to provide all information requested by Testcoronadirect.com (including a valid ID card) as well as relevant attachments and related information and data in time and/or before commencement of the work and in the desired form for a correct and efficient execution of the Agreement. In the absence of this it can happen that Testcoronadirect.com is not able to realize a complete execution and/or delivery of the concerned documents. The consequences of such a situation are at all times for the account and risk of Client.
2. Testcoronadirect.com is not obliged to check the correctness and/or completeness of the information provided to her or to update Client regarding the information if this has changed over time, nor is Testcoronadirect.com responsible for the correctness and completeness of the information compiled by Testcoronadirect.com for third parties and/or provided to third parties as part of the Agreement.
3. Testcoronadirect.com may, if necessary for the execution of the Agreement, request additional information. In case this is not done, Testcoronadirect.com is entitled to postpone her work until the information is received, without being liable for any compensation for whatever reason towards Client. In case of changed circumstances Client is to inform Testcoronadirect.com immediately or no later than 3 working days after the change has become known.
4. Client shall to the best of her knowledge provide Testcoronadirect.com with all information and cooperation which Testcoronadirect.com reasonably requires for the execution of the Agreement.
Article 9 – Opinions
1. Testcoronadirect.com can, when commissioned, draw up an advice, plan of approach, design, report, planning and/or report for the benefit of the service. The content of this advice is not binding and only advisory in nature, but Testcoronadirect.com will observe her duty of care. Client decides on her own responsibility if she follows the advice.
2. The advice given by Testcoronadirect.com, in whatever form, is never to be considered medical advice. If Client interprets this advice as medical advice, Client must first consult with a trained specialist.
3. Client is obligated to evaluate proposals provided by Testcoronadirect.com on first request. If Testcoronadirect.com is delayed in her work, because Client does not or not in time give an assessment on a proposal made by Testcoronadirect.com, Client is at all times responsible for the caused consequences, such as delay.
4. The nature of the service entails that the result is at all times dependent on external factors that may influence the reports and recommendations of Testcoronadirect.com, such as the quality, accuracy and timely delivery of required information and data from Client and his employees. Client is responsible for the quality and for the timely and correct delivery of the required data and information.
5. Client will notify Testcoronadirect.com in writing prior to the start of the work of all circumstances that are or may be of interest including any points and priorities that Client wishes to be addressed.
Article 10 – Additional work and changes
1. If during the execution of the Agreement it turns out that the Agreement needs to be adjusted, or at the request of Client further work is necessary to achieve the desired result of Client, Client is obliged to pay for this additional work according to the agreed rate. Testcoronadirect.com is not obliged to comply with this request, and may require Client to enter into a separate Agreement for this purpose and/or refer to an authorized third party.
2. If the additional work is the result of negligence of Testcoronadirect.com, Testcoronadirect.com made a wrong estimation or could have reasonably foreseen the work in question, these costs will not be charged to Client.
Article 11 – Prices and payment
1. All prices are in principle inclusive of turnover tax (VAT), unless otherwise agreed.
2. Testcoronadirect.com performs its Services according to the agreed rate. Client being a Consumer is obliged to pay the agreed price prior to providing the Service. Client, being a company, has the possibility to pay the agreed price afterwards, taking into account a payment term of 14 days.
3. Client is obliged to fully reimburse the costs of third parties, who are deployed by Testcoronadirect.com after approval of Client, unless explicitly agreed otherwise.
4. Parties can agree that Client has to pay an advance. If an advance payment has been agreed, Client shall pay the advance payment before starting to perform the services.
5. The Client cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
6. Testcoronadirect.com is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and as far as these are explicitly laid down in the Agreement.
7. Client has to pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice, to the account number and details of Testcoronadirect.com made known to her.
8. In case of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment against Client, the payment and all other obligations of Client under the Agreement become immediately due and payable.
Article 12 – Collection policy
1. If the Customer does not meet its payment obligation and has not fulfilled its obligation within the stipulated payment term of 14 days, the Customer, being a Company, will be in default by operation of law. The Customer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to fulfil the payment obligation with an indication of the extrajudicial costs if the Consumer does not fulfil its obligations within this term, before it is in default.
2. From the date that Client is in default, Testcoronadirect.com shall, without further notice, be entitled to the statutory commercial interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 BW to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If Testcoronadirect.com has incurred more or higher costs, which are reasonably necessary, these costs will be considered for compensation. Also the integral judicial and execution costs will be accounted for by Client.
Article 13 – Privacy, data processing and security
1. Testcoronadirect.com handles (personal) data of client with care and will only use it according to the applicable standards. If asked Testcoronadirect.com will inform the person involved about this.
2. Client is responsible for the processing of data which is processed using a service of Testcoronadirect.com. Client also guarantees that the content of the data is not unlawful and does not infringe on any rights of third parties. In this context Client indemnifies Testcoronadirect.com against any (legal) claim related to these data or the execution of the Agreement.
3. If Testcoronadirect.com, by virtue of the Agreement, has to provide security for information, this security shall meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the costs involved, is not unreasonable.
Article 14 – Suspension and dissolution
1. Testcoronadirect.com has the right to hold on to the data, data files and more received or realized by her, if Client has not yet (completely) fulfilled her payment obligations. This right remains unaffected if a for Testcoronadirect.com legitimate reason occurs justifying suspension in that case.
2. Testcoronadirect.com is authorized to postpone fulfillment of her obligations as soon as Client is in default with respect to any obligation resulting from the Agreement, including late payment of her invoices. The suspension will be immediately confirmed to Customer in writing.
3. Testcoronadirect.com is in that case not liable for any damage, on any account, as a result of the suspension of her work.
4. The suspension (and/or dissolution) does not affect the payment obligations of Client for work already performed. Furthermore, Client is obligated to compensate Testcoronadirect.com for any financial loss Testcoronadirect.com suffers due to Client’s default.
Article 15 – Force majeure
1. Testcoronadirect.com is not liable when she cannot fulfill her obligations under the Agreement due to a force majeure situation.
2. Force majeure on the side of Testcoronadirect.com means in any case, but is not limited to: (i) Force majeure of suppliers of Testcoronadirect.com, (ii) not properly meeting obligations of suppliers prescribed or recommended by Client or his third parties to Testcoronadirect.com, (iii) deficiency of software or any third party involved in providing the service, (iv) governmental measures (due to pandemic or epidemic), (v) failure of electricity, internet, data network and / or telecommunications facilities, (vi) illness of employees of Testcoronadirect. nl or consultants hired by her and (vii) other situations which in the opinion of Testcoronadirect.com are outside her sphere of influence that may temporarily or permanently prevent fulfillment of her obligations.
3. In case of force majeure both Parties have the right to dissolve the Agreement partly or completely. All costs made before dissolution of the Agreement will be paid by Client in that case. Testcoronadirect.com is not obliged to compensate Client for any losses caused by such a withdrawal.
Article 16 – Limitation of liability
1. In case any result stipulated in the Agreement is not achieved, a shortcoming of Testcoronadirect.com is only considered to exist if Testcoronadirect.com has explicitly promised this result when accepting the Agreement.
2. In case of accountable shortcoming of Testcoronadirect.com, Testcoronadirect.com is only obliged to pay any compensation if Client has declared Testcoronadirect.com in default within 14 days after discovery of the shortcoming and Testcoronadirect.com has subsequently not repaired this shortcoming within a reasonable time. The notice of default shall be in writing and contain such an accurate description/substantiation of the deficiency, so that Testcoronadirect.com is able to respond adequately.
3. If the performance of Services by Testcoronadirect.com leads to liability of Testcoronadirect.com, this liability is limited to the total amount invoiced under the Agreement, but only with regard to direct damage suffered by Client unless the damage is the result of intent or intentionally bordering on recklessness on the part of Testcoronadirect.com. Direct damage is understood to mean: reasonable costs made to limit or prevent direct damage, to determine the cause of the damage, the direct damage, the liability and the way of recovery.
4. Testcoronadirect.com explicitly excludes all liability for consequential damages. Testcoronadirect.com is not liable for indirect damage, business damage, loss of profit and/or suffered loss, missed savings, damage due to business stagnation, loss of assets, damage due to delay, interest damage and immaterial damage.
5. Client indemnifies Testcoronadirect.com for all claims by third parties due to a defect as a result of a service supplied by Client to a third party and partly consisting of Services supplied by Testcoronadirect.com, unless Client can prove that the damage is only caused by the service of Testcoronadirect.com.
6. Any advice delivered by Testcoronadirect.com, based on incomplete and/or incorrect information provided by Client shall never be grounds for liability of Testcoronadirect.com.
7. The content of the advice given by Testcoronadirect.com is not binding and only advisory in nature. Client shall decide on her own responsibility whether to follow the proposals and recommendations of Testcoronadirect.com mentioned in this report. All consequences following from following the advice will be for the account and risk of Client. Client is at all times free to make her own choices that deviate from the advice given by Testcoronadirect.com. Testcoronadirect.com is not bound to any form of refund if this is the case.
8. If a third party is called in by or on behalf of Client, Testcoronadirect.com shall never be liable for the actions and advice of the third party called in by Client as well as the processing of results (of drawn up advice) of the third party called in by Client in Testcoronadirect.com’s own advice.
9. Testcoronadirect.com does not guarantee that the results of the provided Service are reliable at all times.
10. Testcoronadirect.com is not responsible for a correct and complete conveyance of the content of and e-mail sent by/on behalf of Testcoronadirect.com, nor for the timely receipt thereof.
11. All claims of Client due to shortcomings on the side of Testcoronadirect.com expire if not reported in writing and motivated to Testcoronadirect.com within one year after Client was aware or reasonably could have been aware of the facts on which she bases her claims. One year after termination of the agreement between parties the liability of Testcoronadirect.com expires.
Article 17 – Confidentiality
1. Testcoronadirect.com and Client commit to secrecy of all confidential information obtained in the context of an assignment. Confidentiality stems from the assignment and should also be assumed if it can be reasonably expected that it concerns confidential information. The confidentiality does not apply if the information concerned is already public/commonly known, the information is not confidential and/or the information was not disclosed to Testcoronadirect.com during the Agreement with Client and/or was obtained by Testcoronadirect.com in any other way.
2. In particular, confidentiality applies to the results, opinions, reports, designs, procedures and/or reports of Testcoronadirect.com regarding the order of Client. Client is explicitly prohibited from sharing the content with (unauthorized) third parties. Furthermore, Testcoronadirect.com shall always exercise due care in handling any business sensitive information provided by Client.
3. If Testcoronadirect.com is required by law or court order to (co) disclose the confidential information to a third party such as the GGD and Testcoronadirect.com cannot appeal to a right of non-disclosure, Testcoronadirect.com shall not be held to any compensation and shall not give Client any ground to dissolve the Agreement.
4. Transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by Testcoronadirect.com to third parties requires the written permission of Testcoronadirect.com, unless such permission is explicitly agreed beforehand. Client shall indemnify Testcoronadirect.com for any claims by such third parties due to reliance on such information disseminated without the written consent of Testcoronadirect.com.
5. The obligation of secrecy shall be imposed by Testcoronadirect.com and Client also on the third parties engaged by them.
Article 18 – Safeguarding and correctness of information
1. Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or records, in whatever form, which she provides to Testcoronadirect.com in the context of an Agreement, as well as for the data she has obtained from third parties and which are provided to Testcoronadirect.com for the purpose of executing the Service.
2. Client indemnifies Testcoronadirect.com from any liability as a result of not or not on time fulfilling the obligations with regard to providing all correct, reliable and complete data, information, documents and/or records on time.
3. Client indemnifies Testcoronadirect.com for all claims by Client and third parties hired by him or working under him, as well as clients of Client, based on not obtaining (on time) any grants and/or permissions needed in the context of the execution of the Agreement.
4. Client indemnifies Testcoronadirect.com for all claims by third parties arising from the work performed for Client, including but not limited to intellectual property rights on the data and information provided by Client which can be used in performing the Agreement and/or acts or omissions of Client towards third party(ies).
5. If Client provides electronic files, software or information carriers to Testcoronadirect.com, Client will guarantee that these are free of viruses and defects.
Article 19 – Complaints
1. If Client is not satisfied with the service of Testcoronadirect.com or otherwise has complaints about the execution of his order, Client is obligated to report these complaints as soon as possible, but no later than within 7 days after the reason that led to the complaint. Complaints can be reported verbally or in writing via firstname.lastname@example.org with subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by Client, if Testcoronadirect.com wants to handle the complaint.
3. Testcoronadirect.com will respond to the complaint as soon as possible, but within 7 days after receipt of the complaint at the latest.
4. Parties will try to come to a solution together.
Article 20 – Applicable law
1. Dutch law is applicable to the legal relationship between Testcoronadirect.com and Client.
2. Testcoronadirect.com has the right to change these terms and conditions and will inform Client about this.
3. In case of translations of these general conditions, the Dutch version is leading.
4. All disputes, arising from or as a result of the Agreement between Testcoronadirect.com and Client, will be settled by the competent judge of the District Court of Amsterdam, unless mandatory law stipulates another competent judge.