BioCheck BV, January 2023 Chamber of Commerce 64199657

Article 1 – General

General Terms and Conditions: these General, Payment and Delivery Terms and Conditions including the Appendix are effective January 1, 2023.

BioCheck: BioCheck BV, established in (3066 SJ) Rotterdam, at Sjanghailaan 275, registered with the Chamber of Commerce under number 64199657.

Client: the contracting party ( any natural or legal person) to whom BioCheck provides services, whether or not through referral by an intermediary/referrer. The contracting party is the party who bears the costs of the granted assignment.

Offer (Programs): services provided by BioCheck for the benefit of a client.

Client: the natural person registered with BioCheck for an intake or program.

referring party: the party that refers clients to BioCheck, whether or not on the basis of an agreement.

Agreement: the agreement of assignment between parties that has come about through client acceptance of an offer, invoice or on the basis of a framework contract provided by BioCheck and to which these general terms and conditions apply.

Annex: the annex attached to the General Terms and Conditions and inextricably connected thereto.

Article 2 – Applicability.

1. The general terms and conditions shall apply to all offers and Agreements between BioCheck and Client with respect to all that is provided or performed by BioCheck in one of the BioCheck branches or supplied by BioCheck elsewhere. The general terms and conditions shall also apply if BioCheck makes use of the services of third parties in performing the Agreement.
2. Deviating terms and conditions shall be binding on BioCheck only if and insofar as such terms and conditions have been previously agreed upon in writing and accepted by BioCheck.
3. If client uses general terms and conditions and refers to them, their applicability is hereby expressly rejected.
4. Registration of a client and/or acceptance of a quotation, invoice or (order) confirmation or the conclusion and/or continuation of an agreement in any other way implies that the client has accepted the applicability of these general terms and conditions. If one or more provisions of these general terms and conditions should be in violation of any provision of imperative law, or if any provision of these general terms and conditions is judged by a court ruling to be unreasonably onerous, or if that provision is deprived of its effect, these general terms and conditions shall remain in full force for the rest. BioCheck and client shall then consult together in order to determine a new provision with respect to the nullified or annulled provision, whereby the purpose and purport of the original provision shall be taken into account as much as possible.
5. BioCheck shall be entitled to unilaterally amend these general terms and conditions. The modified terms and conditions shall be deemed to have been accepted if Client has not objected to the modified terms and conditions within 14 days after the modified terms and conditions have been sent to it or have become known to it. Only a client acting in the capacity of a natural person has the right to dissolve the agreement as a result of amended general terms and conditions.
6. In case of any discrepancy between the text of the agreement and the text of these general terms and conditions, the text of the agreement shall prevail.

Article 3 – Quotes and offers

1. BioCheck’s offers shall be valid for thirty (30) days and shall be without obligation during that period, unless otherwise indicated. BioCheck shall not be bound by the offer until Client has accepted it. BioCheck shall have the right to revoke an offer made within two days of its acceptance.
2. Offers may be based on the data provided by Client. If after quotation it appears that the information provided deviates from the prevailing circumstances, no rights can be derived from offers made by BioCheck.
3. BioCheck cannot be held to its offers and/or quotations if Client should have understood, according to terms of reasonableness and fairness and socially accepted notions, that the offer and/or quotation or any part thereof contains an obvious mistake, slip of the pen, printing, typesetting, writing or typing error.
4. A compound quotation shall not oblige BioCheck to perform part of the services included in the offer and/or quotation for a corresponding part of the price stated.
5. Offers and/or quotations do not automatically apply to future orders or repeat orders.

Article 4 – Conclusion and duration of the Agreement.

1. An agreement between Client and BioCheck is established by Client accepting the quotation provided by BioCheck or signing an agreement or contract. Acceptance of the quotation may be made in the following ways:
   By signing and returning the quotation by mail or e-mail;
   By an e-mail from client to BioCheck with the unambiguous notification that the quotation is accepted;
   If an SLA or other agreement for structural cooperation exists between parties: by registration of a client, after which a confirmation will be sent by BioCheck, after which the services will commence, while client has not objected.
2. If upon acceptance of an offer reservations or changes are made with respect to the offer, the agreement shall only come into effect if and after BioCheck has confirmed to Client in writing to agree with these reservations and/or changes.
3. Agreements shall only become binding upon BioCheck through written confirmation or as soon as BioCheck has commenced performance – without objection from Client.
4. Changes to the agreement shall only be valid if and insofar as they have been agreed upon in writing between Client and BioCheck. BioCheck shall carry out the desired modifications, provided these are reasonably possible. Changes may entail that agreed upon delivery or execution terms are exceeded by BioCheck, which shall be considered force majeure.
5. If during the performance of the agreement it appears that for a proper performance it is necessary to modify or supplement the agreement, BioCheck shall inform Client of this as soon as possible. Parties shall then timely and in mutual consultation proceed to modify the agreement.
6. The agreement shall be entered into for a definite period of time and shall terminate by operation of law after expiration of the agreed term. The agreement for a client program ends by operation of law upon completion or termination of the program. The agreement for the delivery of workshops, trainings, refresher courses and similar services shall end after the product or service in question has been delivered by BioCheck. The provisions hereof shall apply, unless otherwise stipulated in the agreement.
7. If no term has been agreed upon, the agreement shall terminate by notice given by BioCheck or client with due observance of a notice period of two months. The fixed-term agreement cannot be terminated prematurely. The provisions hereof shall apply unless otherwise provided in the agreement.

Article 5 – Client/client obligations

1. Client shall be obliged to make all information, data and documents, which BioCheck is of the opinion that BioCheck requires for the correct fulfilment of the agreement, available to BioCheck on time, if so requested, in the desired form and in the desired manner. Client shall remain responsible and liable at all times for the possible consequences of providing incorrect, incomplete and unreliable information and documents.
2. Client shall be obliged to inform BioCheck immediately of any facts and circumstances that may be of importance in connection with the conclusion and further performance of the agreement.
3. BioCheck shall have the right to suspend the performance of the agreement until the moment Client has fulfilled the obligations mentioned in the previous paragraphs.
4. Any additional costs and any additional fees resulting from the delay in the performance of the agreement, resulting from the failure to make the required data or changes, provisions or aids and/or provide access in accordance with the arrangements, or failure to do so on time, properly or in accordance with the arrangements, shall be for the account of Client.

Article 6 – Terms of delivery and cancellation of interventions

1. BioCheck’s program starts by registration of a client. The client will receive a quotation or invoice stating the proposed program. By accepting the quotation, the client declares to agree to BioCheck’s delivery of the proposed program.
2. BioCheck shall perform the work to the best of its ability and as a diligent professional, and shall perform the work in accordance with the standards applicable in the industry.
3. BioCheck will determine the manner in which and by which person(s) the agreement will be performed. BioCheck shall if possible take into account timely and responsible instructions provided by Client with respect to the performance of the agreement.
4. BioCheck shall have the right to have (part of) the activities carried out, without notification to and explicit consent of Client, by a person or third party to be appointed by BioCheck, if this is desirable in the opinion of BioCheck.
5. Any terms stipulated in the agreement within which the activities must be carried out shall only apply approximately and not as deadlines. Any exceeding of such a term shall therefore not constitute an attributable shortcoming of BioCheck, and consequently shall not constitute a ground for dissolution of the agreement.
6. BioCheck shall have the right to perform the agreement in stages. If the agreement is performed in stages, BioCheck shall have the right to invoice each part performed separately and to demand payment for it. If and as long as this invoice is not paid by Client, BioCheck shall not be obliged to perform the next stage and shall have the right to suspend the agreement.
7. If client has only attended an intake and client still wishes to participate in one of BioCheck’s programs, this is only possible after payment of the invoice for the program in question. The required accessories will only be sent to the client after receiving full payment or will be handed out to the client during the next training.
8. If client is forced to cancel an appointment during a program, this must be done at least 24 hours before the appointment. If client does not show up for an appointment without having cancelled it at least 24 hours in advance, BioCheck will charge the reserved time at a rate of € 150.00 per hour.
9. Client, when following a program, agrees to the Recovery Rules mentioned in the Appendix. Following these recovery rules are part of the programs BioCheck offers. Client can also find these in his or her profile.
10. If client does not follow the Recovery Rules, if the program is terminated early, the full amount quoted or invoiced will be due.
11. If BioCheck, client and client jointly decide to prematurely terminate a program then the following rules apply to the client’s payment obligation:
    1. Stopping after an introductory interview: there are no costs associated with this;
    2. Stopping after an intake only the costs of the intake are due;
    3. Stopping within three days before the start of participation, the costs already incurred by BioCheck as well as cancellation costs due to the damage suffered by BioCheck due to the cancellation are due at 30% of the total amount;
    4. Stopping after the start of participation in a program, the costs already incurred by BioCheck as well as a percentage of 50-100% of the total amount in cancellation costs are due, depending on the stage of participation in which client is.
12. Should client and/or client unilaterally, without BioCheck’s consent, terminate the program prematurely by notifying BioCheck of such termination, the following rules shall apply to client and/or client’s payment obligation:
    1. Stopping after an introductory interview: there are no costs associated with this;
    2. Stopping after an intake only the costs of the intake are due;
    3. Stopping within three days before the start of participation, the costs already incurred by BioCheck as well as cancellation costs due to the damage suffered by BioCheck as a result of the cancellation are due at 30% of the total amount;
    4. Stopping after the start of participation in a program, the costs already incurred by BioCheck as well as a percentage of 50-100% cancellation fee are due, depending on the stage of participation in which client is.
13. If client fails to show up without notice and does not respond to BioCheck’s attempts at contact, BioCheck will notify client. If, even after that notice from BioCheck to client, client fails to show up and make contact, then the program is terminated and client is liable for the full quoted rate.
14. If BioCheck advises during a program that a program other than that quoted is necessary to achieve successful results, client will be notified. Acceptance via written or email confirmation will then replace the existing agreement with the modified program.

Article 7 – Rates and payment

1. BioCheck is entitled to change its rates annually at the end of the calendar year. New rates shall be announced to client at least one month before the end of each calendar year.
2. If client has any objections with respect to a sent invoice, client shall make these known within 14 days after the invoice date, stating reasons. If client has not made his objections known within this period, he is deemed to have accepted the invoice.
3. Objections to the (amount of the) invoice or the manner in which services have been performed do not suspend the payment obligation, except for mandatory provisions with respect to consumers.
4. BioCheck shall not be responsible for incomplete or incorrect billing information and/or billing procedures provided by Client. If due to incomplete or incorrect specification of invoicing details and/or invoicing procedures by Client a new invoice has to be drawn up by BioCheck, Client shall owe BioCheck an amount of €25,- excluding VAT.
5. In case of interim modification of the assignment, for example by early termination by client, principal or referrer or by modification of the program, the provisions as described in article 6 apply.
6. Unless otherwise agreed in writing, invoices must be paid within 14 days of the invoice date, but no later than three days before the start of participation in a program, by deposit or transfer to an account number specified on the invoice. In case of late or incomplete payment, the client shall be in default by operation of law and shall owe BioCheck without the requirement of any reminder or notice of default:
7. The legal (commercial) interest from the due date of the outstanding amount until the day of full payment
   all costs, both judicial and extrajudicial, which BioCheck has to incur for the collection of its claim; including administration costs (fixed at 75 Euros) and 15% extrajudicial collection costs on the principal sum, increased by the turnover tax due on the amount of the principal sum provided to third parties for collection according to the invoice amount, interest and administration costs.
8. Notwithstanding the provisions of the preceding paragraph, clients not acting in the exercise of a profession or business (consumers/individuals) shall first be placed in default in writing, whereby they shall be summoned to still make payment within a period of 14 days before a claim is made for statutory interest and (extra)judicial collection costs. This period shall commence on the day after receipt of the notice of default. Notwithstanding the provisions of paragraph 6 under 2 of this article, the extrajudicial collection costs for consumers in accordance with the scale of extrajudicial collection costs (BIK) are as follows: over the first Euro 2,500.00 15% with a minimum of € 40.00, maximum € 375.00 over the next Euro 2,500.00 10% over the next Euro 5,000.00 5% over the next Euro 190,000.00 1% over the amount in excess of Euro 200,000.00 0.5% with a maximum of € 6,775.00.
9. Incoming payments will first be applied to outstanding costs and interest and then to the oldest outstanding invoice.
10. If it appears, at BioCheck’s discretion, that the program taken by the client is not suitable for the client in question to participate in, the client shall only owe the costs for the intake. Any remaining amount paid for the program shall be refunded to the client.
11. BioCheck services are not exempt from VAT (sales tax) insofar as they comply with the regulations set by the tax authorities. VAT is due on the services provided. This tax will be charged to the Client.
12. In the event of a jointly given assignment, clients are, insofar as the work has been performed on behalf of the joint clients, jointly and severally liable for payment of the invoice amount.
13. If Client fails to make full payment, BioCheck shall be entitled, subject to mandatory provisions for consumers, to dissolve the agreement without further notice of default or judicial intervention by means of a written statement, or to suspend its obligations under the agreement until payment has been made or Client has provided proper security for this. BioCheck shall also have the above-mentioned right of suspension if it has sound reasons to doubt Client’s creditworthiness even before Client is in default of payment.

Article 8 – Inability to pay

1. Without prejudice to the provisions of the other articles of these general terms and conditions, BioCheck shall be entitled to dissolve the agreement without further notice of default and without judicial intervention by means of a written statement to Client, at the time when Client:
    a. is declared bankrupt or a petition for its bankruptcy has been filed;
    b. applies for (temporary) suspension of payment;
    c. is the subject of an attachment order;
    d. is placed under guardianship or administration;
    e. otherwise loses the power of disposition or legal capacity with respect to his assets or parts thereof.

Article 9 – Liability, force majeure and indemnification

1. BioCheck’s liability as a result of an attributable failure to fulfill the agreement shall be limited per event to compensation of the direct damage up to a maximum of the amount of the price stipulated for the service in question. If the agreement is a continuing performance agreement with a duration of more than one year, the price stipulated for the service shall be set at the total of the payments stipulated in one year. Without prejudice to the above provisions, in no event shall the total compensation for damages amount to more than the amount paid out in that case under the (professional) liability insurance taken out by BioCheck.
2. BioCheck’s liability for indirect damage is completely excluded. Indirect damage shall in any case – but not exclusively – include consequential damage, loss of profit, missed savings, diminished goodwill, damage due to business stagnation, damage as a result of claims of clients of the Client, damage as a result of an obligation to continue to pay wages while an employee is unable to perform work.
3. BioCheck shall never be liable for damage suffered by third parties and/or damage caused by third parties called in by BioCheck in the performance of the services, with the exception of mandatory provisions with respect to consumers. Towards consumers BioCheck shall be liable in the same manner for damage caused by auxiliary persons as for its own conduct.
4. BioCheck shall not be liable for any damage and/or costs incurred by the client, of whatever nature, resulting from incorrect or incomplete information provided by the client, employer and/or client.
5. The limitations of liability included in this article shall not apply in case of damage resulting from death or physical injury or if damage is the result of intent or gross negligence of BioCheck.
6. BioCheck shall not be obliged to fulfill any obligation under this agreement if it is prevented from doing so as a result of force majeure. Force majeure shall include, but shall not be limited to: (i) force majeure of third parties engaged by BioCheck; (ii) government measures; (iii) electricity failure; (iv) failure of internet, computer network or telecommunication facilities; (v) strike; (vi) general transport problems; (vii) the unavailability of one or more staff members; (viii) fire; (ix) explosion; (x) water damage.
7. If, in BioCheck’s judgment, a force majeure situation is of a temporary nature, BioCheck shall still be entitled to fulfill the agreement after the force majeure situation has ended. If, in the opinion of BioCheck, a force majeure situation is of a permanent nature, parties shall consult on a termination of the agreement. BioCheck shall in no event be liable for any damage, of whatever nature, of Client in the event of force majeure.
8. Client shall indemnify BioCheck for all claims of third parties, explicitly including referrer, employer and/or client, resulting from or related to the execution of an agreement between BioCheck and client, and for which BioCheck would not be liable if it could invoke all provisions of this article against those third parties.

Article 10 – Suspension, dissolution and termination

1. BioCheck shall have the right to suspend the performance of all its obligations, including the execution of work, delivery of goods, issue of documents or other items to Client or third parties, until such time as all due and payable claims against Client have been paid in full, if:
   a. client does not or not fully comply with the obligations under the agreement.
   b. after the conclusion of the agreement BioCheck becomes aware of circumstances that give good ground to fear that Client will not fulfil the obligations. If there is good reason to fear that Client will only partially or improperly fulfil its obligations, suspension shall only be allowed insofar as the breach justifies it.
   c. Client was requested to provide security for the fulfilment of its obligations under the agreement at the conclusion of the agreement and this security has not been provided or is insufficient.
2. Furthermore, BioCheck shall have the right to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if any other circumstances arise of such a nature that unaltered maintenance of the agreement can no longer be reasonably expected.
3. If the agreement is dissolved, the claims BioCheck has on Client shall be immediately due and payable. If BioCheck suspends fulfillment of its obligations, it shall retain its claims under the law and the agreement.
   BioCheck shall always retain the right to claim damages.
4. Agreements entered into for a definite or indefinite period of time, including subscriptions and rental agreements, may be terminated by either party in writing, by the end of the term of the agreement, with due observance of a period of one month.
5. If a fixed-term agreement is not terminated in time, with due observance of the aforementioned notice period, before the end of its term, it shall terminate by operation of law.

Article 11 – Intellectual Property.

1. Unless otherwise agreed upon in writing, all (claims to) intellectual property rights to anything created, realized or developed by BioCheck or by BioCheck in cooperation with (employees of) Client in the performance of the agreement shall fully accrue to BioCheck. Client shall not be permitted to infringe upon these intellectual property rights.
2. Client shall explicitly be prohibited from providing, reproducing, publishing or exploiting these products, including but not limited to offers and quotations, designs and other intellectual products, all this in the broadest sense of the word, whether or not with the involvement of third parties, to third parties other than for the purpose of obtaining an expert opinion regarding the activities of BioCheck. The agreement concluded between parties does not include any transfer or obligation to transfer an intellectual property right from BioCheck to Client.
   Client shall never modify, reproduce, disclose or exploit the intellectual property rights licensed by BioCheck.
3. Client guarantees to be entitled to use the information and documents originating from Client and indemnifies BioCheck against any claim of third parties based on infringement of an intellectual property right.
4. In the event of any violation of the intellectual property provisions in this article, Client shall owe BioCheck an immediately payable fine of €5,000 for each violation, without prejudice to Client’s obligation to compensate BioCheck for any damage resulting from this.

Article 12 – Privacy

1. BioCheck shall treat confidential (personal) data regarding client, referring party and referring party that BioCheck obtains in the performance of its services as confidential and shall not disclose this information to any third parties, except insofar as BioCheck is obliged to do so pursuant to applicable laws and regulations or insofar as BioCheck has obtained permission to do so from the client, referring party or referring party.
2. BioCheck shall impose an obligation of confidentiality as described in the previous paragraph on all its employees and all third parties engaged in the performance of services.
3. Client shall be obliged to keep confidential any information that it obtains within the framework of the performance of one or more agreements with
4. BioCheck and of which it should understand the confidential nature, except if and insofar as a legal regulation obliges Client to disclose.
5. BioCheck shall be entitled to use the numerical results obtained after processing, provided these results cannot be traced back to individual clients, for statistical or comparative purposes.
   When visiting BioCheck’s website, BioCheck may collect information from client about the use of the website by means of cookies. The information BioCheck collects through cookies may be used for functional and analytical purposes.
6. Violation of the confidentiality provisions in this article shall result in an immediately payable fine payable by Client to BioCheck of €5,000 per violation without prejudice to Client’s obligation to compensate BioCheck for any resulting damage.

Article 13 – Applicable law and choice of forum

1. Agreements and any other legal relationships between BioCheck and Client shall exclusively be governed by Dutch law.
2. With respect to any disputes between BioCheck and Client, the competent court in Rotterdam shall have exclusive jurisdiction. With respect to disputes with consumers the competent court in the place of residence of the consumer shall also have jurisdiction.

Appendix I – BioCheck program recovery rules.

For optimal recovery and to make your BioCheck program a success, there are a number of guidelines and rules. The most important ones are easy to follow and are described below.

Trust in yourself: recovery takes time

Probably you were overworked for months or even years before you developed symptoms or dropped out. The causes may even be in the distant past. Your body has been working hard all this time to keep functioning. At some point, your ability to recover may have declined to the point where you feel unrested when you wake up and/or have trouble concentrating and focusing. The process of bringing your body back into balance takes time. Don’t expect results in one or two weeks. Allow yourself that time. Our programs last between 18 and 26 weeks in which you train with the app remotely or 1 to 3 times a week at our location.

Commitment: interruptions slow down the recovery process

Regularity and commitment are important to recondition your body and mind so that you recover well (again) at rest. For this, it is important that you commit to the program:

Every morning after waking up, do your morning measurement and fill in your log in the app (one sentence or key word is enough);
During the day you do your breathing exercise (the app has a reminder for that);
You faithfully do your workouts on site;
You review the information in the online course and in the digital manual;
We understand that there is a chance that you won’t be able to train one time, because there really is no other way. It is important that this does not happen on a regular basis, as it is detrimental to improving your ability to recover.

Body and mind: physical recovery promotes mental recovery

The BioCheck Recovery Program focuses on your physical recovery. However, this promotes not only your physical but also your mental capacity. You will notice that you can process information better, concentrate better and feel less agitated. Good luck and most of all have fun following the program!

Contra-indications

There are a number of contraindications that unfortunately do not allow participation in the program. These are as follows:

Severe cardiac arrhythmias.
Unable to do cardio training due to physical limitations.
Inflammations or wounds on the chest or back that prevent the heart rate belt from being worn.
A clinical picture of which your practitioner/doctor advises against (intensive) exercise.
A very high percentage of fat on the chest so that the electrical signal from the heart does not reach the heart rate belt. For example, a BMI > 40.
Not being able to read and/or write Dutch.