Terms and Conditions
1. General
a. These terms and conditions apply to all quotations, advice, agreements, and (legal) acts between Artemis Health B.V. (hereinafter: Artemis Health) on the one hand and its Client (hereinafter: the Client) on the other.
b. These terms and conditions also apply if Artemis Health uses third parties.
c. Any deviating provisions shall only apply if they have been laid down in writing.
d. Artemis Health uses independent and autonomous professionals to provide its services.
2. Quotations and offers
a. All quotations and offers made by Artemis Health are without obligation, unless a term for acceptance is specified in the quotation itself.
b. Artemis Health cannot be held bound by its quotations or offers if the Client can reasonably understand that the quotations or offers contain an obvious mistake or clerical error.
c. Prices are exclusive of VAT and any government levies.
3. Performance of the agreement
a. Artemis Health will endeavor to perform its services and advice to the best of its ability; however, Artemis Health’s performance deadlines are indicative and never constitute a strict deadline.
b. Artemis Health is permitted to perform the agreement in parts and to invoice these parts separately.
c. If the agreement is executed in parts, Artemis Health may suspend the execution of those parts that belong to the next part until the Client has approved the results of the preceding part in writing and has paid the invoices sent for that part.
d. The Client must ensure that the information requested or required by Artemis Health is provided in a timely manner and that the information is complete and correct.
e. If the Client fails to comply with the preceding paragraph, or fails to do so sufficiently, Artemis Health shall be entitled to suspend the performance of the agreement and/or to charge the Client for any additional costs incurred as a result.
f. If the Client provides incorrect and/or incomplete information, Artemis Health shall not be liable for any damage of any kind whatsoever. On the other hand, Artemis Health may be held liable if the Client has provided correct and/or complete information.
4. Third parties
a. Artemis Health is authorized, in consultation with the Client, to engage third parties and to accept any limitation of liability of that third party on behalf of the Client.
b. The Client indemnifies Artemis Health against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to parties other than Artemis Health. If Artemis Health is held liable by third parties on that basis, the Client is obliged to assist Artemis Health both in and out of court and to immediately do everything that may be expected of it.
5. Liability
a. Artemis Health has taken out professional liability insurance that provides coverage up to €2,500,000 per claim. Artemis Health’s liability is limited to the amount covered by this professional liability insurance, plus the amount of the deductible owed by Artemis Health in this regard. In the unlikely event that the aforementioned insurance does not provide coverage (for reasons other than those attributable to Artemis Health, such as non-payment of the premium or violation of a policy condition), Artemis Health’s liability is limited to €10,000 per damaging event.
b. Artemis Health shall in no event be liable for consequential damages.
c. Artemis Health is not liable for any damage resulting from the fact that the Client or an employee of the Client has not properly followed advice provided by Artemis Health, either verbally or in writing.
d. If a wage penalty is imposed on the Client by the UWV, Artemis Health is also not liable if:
- The first day of an employee’s incapacity for work falls within a period prior to the date on which the agreement takes effect;
- The client decides not to lodge an objection and/or appeal without consulting Artemis Health in a timely manner;
- Client Artemis Health not involved, not involved in a timely manner, or not sufficiently involved in the content of the objection and/or appeal.
e. In the event that Artemis Health takes over current (sickness) files, Artemis Health shall not be liable for any damage, including but not limited to a wage penalty, arising from any act or omission in relation to these absence files, if such act or omission occurred in the period prior to the takeover.
f. The Client is obliged to take all measures necessary to limit the damage for which it wishes to hold Artemis Health liable.
g. Any claim by the Client against Artemis Health shall lapse if the Client fails to notify Artemis Health in writing within twelve months after the Client discovered or could reasonably have discovered the facts on which it bases its liability.
h. Artemis Health shall only be liable if the Client has given Artemis Health written notice of default and has granted a reasonable period of time for Artemis Health to remedy the shortcoming, and Artemis Health fails to do so within that period.
6. Force majeure
a. Artemis Health is not obliged to fulfill any obligation towards the Client in the event of force majeure.
b. In these general terms and conditions, force majeure is understood to mean any circumstance beyond the control of Artemis Health—even if this was already foreseeable at the time the agreement was concluded—that permanently or temporarily prevents the fulfillment of the agreement, as well as, insofar as not already included, war, terrorism, riots, strikes at Artemis Health or at one of its affiliated companies or strikes at other third parties engaged by Artemis Health in the context of the agreement, pandemics, natural disasters (such as fire, storm, and/or flooding), and/or resulting damage and disruptions at Artemis Health, including disruptions in electronic messaging/data communication or on the internet.
c. Artemis Health may suspend its obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, the parties are entitled to terminate the agreement without any obligation to compensate the other party for damages.
7. Intellectual property
All intellectual property rights and related rights relating to analyses, (course) materials, working methods, documents and advice drawn up by Artemis Health, and products are vested in Artemis Health. The Client acknowledges these rights and will refrain from any infringement thereof.
8. Rates, costs, and payment
a. The payment term is 30 days after the invoice date, unless otherwise agreed in writing.
b. After the payment term has expired, the Client is legally in default; from the moment of default, statutory (commercial) interest is payable on the amount due.
c. From the moment of default, the Client shall also reimburse Artemis Health for the extrajudicial collection costs incurred in collecting its claim. These are calculated in accordance with the scale set out in the Extrajudicial Collection Costs Decree.
d. The extrajudicial costs amount to a minimum of €250 (excluding VAT). The Client is not permitted to offset these costs.
9. Suspension of the agreement
a. Artemis Health is entitled to suspend the fulfillment of its obligations if the Client fails to fulfill its obligations under the agreement, either in whole or in part, or is at risk of failing to do so.
b. The right to suspend performance shall lapse if the Client has provided sufficient security to guarantee the fulfillment of its obligations.
c. Suspension of the agreement does not release the Client from its payment obligations.
d. If Artemis Health suffers damage and/or incurs additional costs as a result of the suspension of the agreement, this will be borne by the Client.
10. Early termination and dissolution of the agreement
a. The agreement may only be terminated prematurely if this has been explicitly agreed upon.
b. Contracts for an indefinite period may be terminated by giving notice by registered letter, subject to a notice period of three months, commencing on the first day of the calendar month following the written notice.
c. Artemis Health or the Client has the right to terminate the agreement with immediate effect if:
- the Client/Artemis Health is at risk of becoming bankrupt or has become bankrupt, or if the Client/Artemis Health has been granted a moratorium on payments;
- circumstances arise that are such that fulfillment of the agreement is impossible or if fulfillment cannot reasonably be expected of Artemis Health/the Client.
d. If the agreement is terminated, all claims by Artemis Health against the Client or by the Client against Artemis Health will become immediately due and payable.
e. If the agreement is terminated, Artemis Health/the Client is entitled to claim compensation from the Client/Artemis Health for the damage it suffers and/or for the additional costs it has incurred as a result of the termination.
11. Transfer of medical records after termination
a. If, after termination of the agreement between Artemis Health and the Client, medical files need to be transferred to another provider, certified occupational health and safety service, or company doctor, Artemis Health is entitled to charge the costs associated with this.
b. In the event of the transfer of medical records, Artemis Health shall no longer be liable in this regard.
c. Artemis Health is entitled to cooperate in the transfer of medical records only after all amounts owed by the Client to Artemis Health, including the costs associated with the transfer, have been paid.
12. Cancellation and rescheduling of training courses/education programs
a. The Client has a statutory cooling-off period of 14 calendar days during which the training can be canceled free of charge.
b. Cancellation of the agreed training course by the Client prior to the start of the training course must always be made in writing by email: info@demoderneprofessional.nl.
c. In the event of force majeure at Artemis Health within the meaning of Article 6 of these general terms and conditions, Artemis Health has the right to offer the Client training online instead of in person. In that case, the Client does not have the right to cancel the registration.
d. Cancellation of the registration by the Client must always be done in writing by email.
e. In the event of cancellation of the registration by the Client, without prejudice to the cooling-off period referred to in this article under a. and subject to the provisions of c., Artemis Health will charge the Client the following costs:
i) For cancellations up to 30 days before the start of the training, 50% will be charged.
ii) For cancellations up to 14 days before the start of the training, 75% will be charged.
iii) If canceled within 14 days before the start of the training, 100% will be charged.
e. Artemis Health reserves the right to cancel or reschedule the course/training in consultation with the Client if there are insufficient registrations. The Client who has paid the tuition fees at that time will only receive a full refund of this amount in the event of cancellation. The Client will be notified no later than 15 days before the start of the course/training whether, in the opinion of Artemis Health, there are sufficient registrations for the course/training.
f. In all cases, a replacement may be sent after obtaining the client’s consent.
13. Confidentiality regarding (personal) data/information of the Client
a. Artemis Health is obliged to keep the (personal) data and information provided by or on behalf of the Client confidential from third parties who are not involved in the execution of the assignment and/or are not affiliated with Artemis Health, unless a legal obligation to disclose such data requires otherwise.
b. Artemis Health imposes the same obligations on its employees and third parties involved.
c. The Client shall not disclose any information about Artemis Health’s approach, working methods, or materials to third parties without the prior written consent of Artemis Health.
d. Artemis Health ensures that the (personal) data is destroyed upon request after termination of the agreement. At the request of the Client, Artemis Health will demonstrate that this has actually been done.
14. Privacy
a. Artemis Health complies with the latest laws and regulations regarding privacy. For agreements regarding the processing of personal data, Artemis Health refers, where applicable, to the separate processing agreement.
b. The services provided by Artemis Health are subject to the privacy regulations, latest edition, which will be provided free of charge at the Client’s first request and can be consulted at any time via Artemis Health.nl/privacy.
15. Anti-solicitation clause
a. During the term of the agreement and for a period of one year after termination of the agreement, the Client is not permitted to employ or engage in any way whatsoever employees of Artemis Health or third parties engaged by Artemis Health, or to negotiate with them in this regard, without prior consultation with Artemis Health.
b. For each violation, the Client shall forfeit an immediately payable penalty amounting to one gross annual salary per employee involved.
16. Applicable law
The legal relationship between Artemis Health and the Client is governed exclusively by Dutch law.
17. Other provisions
a. Artemis Health is entitled to change its prices and rates after consultation with and approval by the Client.
b. Artemis Health has the right to amend these general terms and conditions after consultation with and approval by the Client.
c. If any provision of these terms and conditions proves to be unenforceable, that provision will be replaced by a provision that is as similar as possible to the original provision, and the remaining provisions will remain in full force and effect.