For the purposes of these terms and conditions, “Contractor” shall mean Elysee Netherlands BV, having its registered office in Amsterdam (hereinafter referred to as “Elysee”), as well as any employees designated by it who are (partly) involved in the performance of the assignment, insofar as they act in the exercise of their profession or business.
For the purposes of these terms and conditions, “Client” shall mean any company, institution, or individual who wishes to enter into an agreement with the Contractor, as well as their representative(s), authorized agent(s), and universal successors in title.
These terms and conditions apply to all agreements with the Contractor, as well as to any offer made and/or acceptance thereof. Deviations from these terms and conditions shall only be valid if expressly agreed in writing. Any general terms and conditions of the Client shall not be binding on the Contractor.
In the event of a change in circumstances, Elysee shall be entitled to unilaterally amend these General Terms and Conditions. The amended General Terms and Conditions shall only take effect with respect to agreements 14 days after written notification of the amendment or amended provision by Elysee to the Client.
Article 2 Offers and Prices
All quotations and offers made by the Contractor are without obligation and may be revoked. The offers stated in the quotation are valid for two months from the date thereof, unless a different acceptance period is expressly stated in the quotation.
All price lists, brochures, and other information provided with an offer are supplied as accurately as possible. They are not binding, unless expressly confirmed in writing in an order. With respect to the (intellectual) property of the materials and/or data offered, shown, and/or demonstrated in connection with an offer, all rights are expressly reserved.
Submission of quotations or other documentation does not oblige the Contractor to accept an order. The Contractor is entitled to refuse an assignment without stating reasons.
Early termination by the Client
If the Client terminates the program prematurely without medical reasons, before the expiry of the term for which the agreement was concluded, the Client shall remain financially responsible for the consequences of such termination.
In such case, the Client is obliged to reimburse the price difference between:
the rate applicable to the shorter program actually followed, and;
the rate of the program as originally agreed.
This price difference is calculated on the basis of the rates applicable at that time and will be communicated to the Client in writing by the healthcare provider.
Medical reasons are only recognized if they have been determined by Elysee’s attending physician or internist and have been recorded in writing.
Article 3 Formation of the Agreement
Subject to the provisions of paragraph 2 below, an agreement shall only be concluded upon written confirmation of the assignment by the Contractor. The order confirmation shall be deemed to correctly and completely reflect the agreement, unless the Client lodges an objection within two days from the date of the order confirmation.
For services for which, by their nature and scope, no quotation or order confirmation is sent, the invoice shall also be regarded as the order confirmation, which shall likewise be deemed to correctly and completely reflect the agreement.
Amendments to the agreement, deviations from these general terms and conditions, and additional (oral) arrangements or commitments made by or on behalf of the Contractor shall only be valid if confirmed in writing by the Contractor; in doing so, the Contractor shall also specify any increase or decrease in the costs and/or fees to be charged to the Client resulting from such amendment.
Article 4 Security
Each agreement is entered into by the Contractor under the suspensive condition that the Client — solely at the discretion of the Contractor — is sufficiently creditworthy to fulfil its financial obligations arising from the agreement.
The Contractor shall be entitled, at or after the conclusion of the agreement, to require the Client to provide security for the fulfilment of its payment obligations and other contractual obligations. The Contractor shall be entitled to refrain from commencing or to suspend performance and/or delivery until the requested security has been provided by the Client.
Article 5 Term, Termination and Dissolution
Written agreements, other than project agreements, are entered into for a minimum term of 12 months, unless otherwise specified in the agreement.
After expiry of the agreed term, the agreement shall be tacitly renewed for an identical period, unless terminated by one of the parties. Termination shall be effected by registered letter, subject to a notice period of three months prior to the end of the agreed term.
Premature dissolution is only possible in the cases explicitly mentioned below and must be effected by registered letter:
Where a party imputably fails to perform one or more of its obligations within a set period for performance.
If a petition in bankruptcy is filed with respect to a party, a suspension of payments is granted, or the party enters into liquidation. In all such cases, all outstanding invoices shall become immediately due and payable.
Takeover, merger, corporatization and/or privatization of a party does not constitute grounds for premature termination of the agreement.
No refund shall be made of contributions paid in advance upon termination of the agreement, unless otherwise provided in the agreement.
Article 6 Projects
The projects agreed between the Client and Elysee shall be described in a Project Agreement.
The agreement, consisting of a project, shall terminate upon completion of the project.
If the Client takes no action for more than two months where the progress of the project depends on such action, Elysee shall consider the project to have been terminated and shall invoice the final instalment. At the moment Elysee observes that the Client is taking no action, it shall notify the Client in writing of its intention to regard the project as terminated. Elysee shall grant the Client a reasonable period in which to take action. If the Client does not respond, the invoice will be issued.
If no fixed price has been agreed, the hours spent shall be charged to the Client based on the applicable hourly rate. In such case, Elysee shall invoice the amounts due monthly in arrears.
Courses and project-based activities may only be postponed by the Client subject to a notice period of one month, failing which the full agreed fee shall remain payable in full.
Article 7 Rights and Obligations of Elysee
Elysee shall perform its activities — with due observance of the statutory requirements in force and to be enacted — in accordance with the standards of good workmanship and the generally accepted state of the art and science. Elysee shall make its best efforts to achieve the quality standards and performance indicators agreed in the agreement.
Depending on the nature of the activities, Elysee shall carry out its work at its own premises, at the home address of insured persons, or at the Client’s location, insofar as this has been agreed in writing.
If services are provided at the Client’s location, the Client shall provide, free of charge, suitable workspace for Elysee’s employees (consultation room, examination room including necessary facilities and internet and telephone connection), as well as working conditions that comply with the requirements of Article 7:658 of the Dutch Civil Code. Furthermore, the Client shall indemnify Elysee against all claims based on or related to a failure to comply with this duty of care.
If Elysee deems it necessary or desirable, it shall be entitled to engage third parties for the performance of its obligations under the agreement. Subcontracting shall only take place while maintaining Elysee’s quality standards and without prejudice to Elysee’s liability for the fulfilment of its obligations under the agreement.
Article 8 Legislative Changes
In the event that amendments to legislation and/or other government-imposed regulations necessitate an adjustment to the services, the parties shall amend the agreement by mutual consultation accordingly (if necessary, with retroactive effect to the date on which the changes enter into force). In such a situation, Elysee shall be entitled to charge the Client for any additional costs, whether directly or indirectly arising from the imposed changes.
Article 9 Rates
All rates are inclusive of VAT and exclusive of any other levies imposed by the authorities. Any taxes and/or levies applicable to the agreement shall be borne by the Client.
For agreements entered into for a period longer than 12 months, the rates and prices for the following calendar year shall be automatically indexed by the percentage by which the CBS index figure for collectively agreed hourly wages including special remuneration, private sector, for the month of June of the current year has increased compared to the same figure for the month of June of the preceding year. The results of such indexations shall be rounded.
The Contractor may choose to tacitly renew the agreement three months prior to the end of the term agreed under the agreement. Elysee shall be entitled, at the end of the term agreed under the agreement, to amend the rates, services, and/or conditions. Elysee shall notify the Client in writing of any changes to services, rates (other than indexation), and conditions no later than 30 days before the date on which the tacit renewal would take effect. The Client shall be deemed to have agreed to the amendments unless it notifies Elysee to the contrary within 30 days of such notice.
At Elysee’s request, the Client shall be obliged to submit a statement from a certified public accountant regarding the number of employees. In the event discrepancies are identified, the costs of the audit shall be borne by the Client.
If third parties are engaged following consultation with the Client, the costs thereof shall be charged to the Client.
Article 10 Payment and Collection Costs
Unless otherwise provided in the agreement, the Client shall make payment within 14 days of the invoice date, without any right of set-off.
For projects with a quoted amount exceeding €500 excluding VAT, 50% of the total amount to be invoiced shall be invoiced in advance following the Client’s approval of the quotation. The remaining 50% shall be invoiced after performance of the services.
In the event of late payment, the Client shall be in default immediately and without notice of default being required. This means that the obligation to provide services shall be suspended. Statutory interest shall be due on the outstanding amount.
All collection costs incurred by the Contractor for the recovery of outstanding amounts — both extrajudicial and judicial (without prejudice to court-awarded procedural costs) — shall be borne by the Client. The extrajudicial collection costs shall amount to at least 15% of the amount due including interest, with a minimum of €350.
Article 11 Liability of the Contractor
Elysee’s liability for damage arising from the services it performs is limited to a maximum of €1,250,000 per event. In all cases, any liability of Elysee is limited to the amount paid out in the relevant case by Elysee’s insurers, or to the amount that Elysee is actually able to recover from third parties.
Elysee shall not be liable for damage resulting from the fact that the Client or a (former) employee of the Client has failed to properly follow oral or written advice provided by Elysee.
In the case of verbal information and/or requests, Elysee shall not be liable for damage arising from misunderstandings or incorrectly communicated information.
The Client shall indemnify Elysee against claims from third parties, including (former) employees of the Client.
Elysee shall not be liable for failure to perform, late performance, or incomplete performance of its obligations as a result of circumstances not attributable to Elysee. A non-attributable failure shall be understood to mean any circumstance that impedes the performance of the agreement and which, in reasonableness, should not be borne by Elysee.
In the event Elysee takes over ongoing sickness cases from a former service provider of the Client, Elysee shall not be liable for any damage arising from acts or omissions relating to such cases, insofar as such acts or omissions occurred prior to the takeover.
The Client is obliged to take all measures necessary to limit the damage for which it intends to hold Elysee liable.
If the parties agree, in a project agreement or during the execution of a project assignment, on time limits within which work is to be carried out, such time limits shall always be indicative, unless expressly agreed otherwise in writing. Exceeding such time limits shall never be regarded as a failure on the part of the Contractor in the performance of its obligations and shall therefore never entitle the Client to claim damages and/or dissolution of the agreement.
The Contractor shall not be liable for any damage other than that referred to in the preceding paragraph. In particular, liability for indirect and/or consequential damages is excluded, including lost profits, business interruption costs, loss of business relations, and loss of data.
The Contractor’s liability for direct financial loss resulting from a failure in performance by the Contractor, its employees, or auxiliary persons engaged by the Contractor is limited to an amount not exceeding the fee invoiced by the Contractor to the Client up to the moment of the failure.
Any claim by the Client against Elysee shall lapse if the Client has not submitted such liability claim to Elysee in writing and with reasons within 12 calendar months after it became aware, or could reasonably have become aware, of the facts on which the liability is based. Elysee’s liability for an attributable failure shall arise only if the Client has served Elysee with a notice of default granting a reasonable period to remedy the failure, and Elysee has failed to remedy the failure within that period.
Article 12 Responsibilities of the Client Regarding Data Exchange
The Client shall ensure that all data which the Contractor requires, in its opinion, for the proper performance of the assignment are made available to the Contractor in the desired form and in a timely manner.
The Client is responsible for the accuracy of the data provided to the Contractor and undertakes to indemnify the Contractor in this respect.
Article 13 Privacy, Confidentiality and Non-Disclosure
The parties shall be obliged to provide each other with all reasonable cooperation in order to enable the other party to comply with its obligations under the applicable privacy legislation. The Personal Data Protection Regulations of Elysee, latest edition, apply to Elysee’s services; a copy shall be provided to the Client free of charge upon first request.
The parties shall treat as confidential all information, know-how, (patient) data or specifications relating to the performance of this agreement and/or the business of the other party, and shall not disclose such information to third parties unless the party from whom the information originates has given prior written consent. The same applies to the contents of the agreement.
This duty of confidentiality shall not apply to information that has become public without a breach of a confidentiality obligation, or to information already known to the receiving party at the time of receipt under the agreement, or that has been provided by a third party without that third party breaching a confidentiality obligation. Furthermore, the duty of confidentiality shall not apply insofar as disclosure is required by law, or by a binding decision of a court, another governmental authority, or a professional obligation. Where possible, however, the disclosing party shall consult with the other party prior to disclosure regarding the form and content of the disclosure.
The parties shall impose the duty of confidentiality on their employees and all other third parties working on their behalf.
The duty of confidentiality referred to in this article shall remain in force for a period of three years after expiry or termination of the agreement.
Article 14 Non-Transfer of Personnel
The Client shall not, during the term of the agreement and for a period of one year after its termination, directly or indirectly engage, employ, or enter into negotiations with employees of Elysee or third parties engaged by Elysee who are or have been involved in the performance of the work, except with Elysee’s consent.
For each breach of Article 14.1, the Client shall owe Elysee an immediately payable penalty equal to one gross annual salary per employee concerned, based on the salary most recently paid by Elysee prior to the breach.
Article 15 Intellectual Property
Without prejudice to the other provisions of these general terms and conditions, Elysee reserves the rights and powers to which it is entitled under the Dutch Copyright Act.
All documents provided by Elysee — such as reports, advice, agreements, designs, sketches, drawings, software, etc. — are intended exclusively for use by the Client and may not, without Elysee’s prior consent, be reproduced, published, or disclosed to third parties, unless the nature of the documents provided dictates otherwise.
Insofar as any intellectual property right rests on any manual, guideline, protocol, working method, or any other document drawn up by Elysee, such right shall remain vested in Elysee. If, during the term of an agreement, the parties make amendments to any manual, guideline, protocol, or other document prepared by Elysee, or prepare a new manual, handbook, protocol, or any other new document, the intellectual property rights to such documents shall likewise remain vested in Elysee. Where necessary, the Client shall cooperate in the transfer of any intellectual property right arising on its part in respect of materials developed under an agreement, without claiming any compensation in that regard.
Article 16 Applicable Law and Choice of Forum
These general terms and conditions, as well as the quotations and agreements to which they have been declared applicable, shall be governed exclusively by Dutch law.
All disputes arising from or in connection with a quotation issued or an agreement shall be submitted to the competent court in the District of The Hague.
If any provision of these general terms and conditions is found to be contrary to any mandatory provision of law, that provision shall lapse and be replaced by a new, legally permissible provision to be determined by Elysee that is comparable in purpose and effect.
Article 17 Amendment and Availability of the Conditions
These conditions were filed on 2 May 2022 with the office of the Chamber of Commerce in The Hague under number 85860042.
The version most recently filed shall always apply, or, as the case may be, the version in force at the time the Agreement was concluded.
