Version May 2018
GENERAL TERMS & CONDITIONS
MEDonline International b.v.
De Corridor 12 C
3621 ZB Breukelen
Dutch Chamber of Commerce [KVK]: 54122171
The following definitions apply in these General Terms & Conditions:
Supplier: MEDonline International b.v. and any other users of these General Terms & Conditions.
Client: the other party in interactions with Supplier.
Consumer: the Client, natural person, not acting in the exercise of a profession or business.
Subscriber: the Client who takes out a Subscription to one or more of Supplier’s Services.
Subscription: an agreement between Supplier and Subscriber by virtue of which Subscriber, by means of a strictly personal Identification Code for one or more Users, is given access to one or more of the Services offered by Supplier as stated in the agreement.
User: the party who, by virtue of the Subscription taken out by Subscriber and the statement contained therein has access as a User, by means of a strictly personal Identification Code, to one or more of the Services offered by Supplier.
Identification Code: the unique code consisting of a combination of User Name and password or another kind of identification either provided by Supplier or created by Subscriber, by means of which access can be obtained to the Services offered by Supplier.
Services: all online Services offered by Supplier, including (the use of) Farmacotherapie.be, Online‑FTO, DOC-Access, E-Learning, DOC-Learning, Online libraries, online advertising services, websites, web hosting, Referaat-Online, DOC-webcast as well as all non-online Services offered by Supplier, such as (the delivery of) printed media (including workbooks, mail cards, USBs or CD‑ROMs).
Written/in writing: a notification by post or through the internet, including e-mail.
These General Terms & Conditions apply to all agreements between Supplier and all third parties, as well as to all tenders, offers, deliveries of goods and/or Services, including if these goods or Services are not described (further) in these General Terms & Conditions, and irrespective of whether an agreement is entered into or not. Deviations from and supplements to these General Terms & Conditions are valid only if these are explicitly agreed in writing.
Applicability of any terms & conditions of purchase or other conditions applied by the Client is explicitly rejected.
By accepting these General Terms & Conditions, Client also agrees to the applicability of these General Terms & Conditions to all future agreements between Supplier and Client. In addition, these General Terms & Conditions apply to any longer-term relationships that may arise between Supplier and Client.
In the event that any stipulation of these General Terms & Conditions is null and void, is set aside or otherwise declared non-binding, the other stipulations of these General Terms & Conditions will remain in full effect and Supplier and Client will enter into consultation with one another in order to agree replacement stipulations that correspond as closely as possible to the content and import of the non-binding stipulation.
Conclusion and Term of Agreements
All offers and tenders are no-obligation and do not bind Supplier, unless a term for acceptance is stated and the offer or tender is accepted within that term. Written acceptance will be confirmed by Supplier at all times.
Supplier may refuse to enter into an agreement with Client/Consumer for reasons of its own, for example the fact that the Client/Consumer is not listed in the BIG-register or has no RIZIV number. Client will be informed in writing of such reasons.
Agreements between Supplier and Client are entered into as soon as Supplier has sent Client a written confirmation of the order or the Subscription, or – if this is earlier – when the Supplier commences implementation of the order. Subscriptions are entered into for the terms stated therein and cannot be cancelled or terminated prior to or during these terms. Other agreements can also not be cancelled unless Supplier agrees to this. Following the expiry of the initial term, the agreement will be tacitly renewed for the same period subject to the same conditions, unless the Client or Supplier notifies the other party in writing no later than 1 month prior to the expiry of the current term that it does not wish for the agreement to be renewed.
Contrary to the previous paragraph, a Consumer is authorised to cancel an agreement concluded by means of fax, telephone or the internet within 7 working days of receipt of the product and/or Service supplied, by means of written notification. This does not apply to products or services supplied subject to specifications imposed by the Client or Consumer.
Within 7 working days of cancellation as described in the previous paragraph, Consumer must return the goods supplied – at its own risk and expense – to Supplier at the address stated in Article 16 of these General Terms & Conditions. The price paid for this will be repaid to Consumer within 30 days of this cancellation, provided that the goods supplied are returned undamaged.
In the event that an agreement is entered into for an indefinite period, and this does not terminate through completion, the agreement may be cancelled by each of the parties by written notification stating grounds. In the event that no specific notice period has been agreed between the parties, a reasonable term must be observed upon cancellation, which term must be no less than three months.
Price and Payment
Unless explicitly stated otherwise, prices are to be increased by turnover tax [Dutch: BTW] and other government levies, as well as the cost of packaging, shipment, delivery and insurance.
In the case of an agreement in which the Client is to pay certain amounts on a regular basis, the Supplier is entitled, by means of a written notification, to adjust the applicable prices and rates. These price adjustments will not take effect earlier than three months after this written notification is issued.
The Supplier is further entitled to adjust, by means of a written notification, the prices and rates agreed for Services supplied three months or more after the agreement was concluded.
Consumers not wishing to agree to an adjustment to the prices and rates announced by the Supplier as referred to in the paragraphs above is entitled within 7 working days of said notification to terminate the agreement in writing as from the date these adjustments would take effect, or to cancel the agreement.
Unless the invoice specifies other payment conditions, payment must take place to the bank account number specified by Supplier within 30 days of the date of invoice. The value date stated on the Supplier’s bank statements will be taken as the date of payment.
Supplier is entitled at all times to demand payment in advance, cash payment or surety.
The right to suspend payment or to setting off on the part of a Client, not being a Consumer, is excluded.
The payments made by Client will always be first used to pay any outstanding interest and costs, and following payment in full of these, to pay those invoices that have been outstanding longest, even if Client states upon payment that this concerns a later invoice.
In the event that Client fails to fulfil its payment obligations, in full and on time, Client will be considered to be in default without any notification of default being required. Client will then also be liable to pay the statutory rate of (commercial) interest on the outstanding amount.
All extrajudicial costs incurred by Supplier in collecting amounts payable by Client or ensuring fulfilment of other obligations on the part of Client – whether with the assistance of legal or other advisers or not – are at Client’s expense. These costs are set at at least 15% of the sum payable, with a minimum of € 350, subject to the understanding that a minimum of € 750 will apply in cases that do not concern a payment obligation.
In the event of winding up of, involuntary liquidation of or granting of a moratorium to Client or in the event that Client gives the impression of being insolvent in any other way, Supplier’s claims will become immediately payable in full.
Implementation of the Agreement and Delivery
Supplier is entitled to bring in third parties in the implementation of the agreement and to make use of Services or products delivered to Supplier by third parties.
Client will ensure that all data, in relation to which Supplier states that this is essential or in relation to which Client should reasonably understand that this is essential for the implementation of the agreement, is provided to Supplier promptly.
Unless it is stated otherwise, moveable goods will be delivered by post. The risk passes from Supplier to Client at the moment of sending.
Supplier will make every effort to as far as possible meet the (delivery) terms it has quoted. These terms may however never be seen as firm dates. In the event that a delivery term is exceeded because Supplier has not received the information referred to above, or this appears to be incorrect, Supplier is entitled to suspend implementation of the agreement and/or to charge on the extra cost ensuing from the delay to Client in accordance with Supplier’s usual rates. This suspension will be made known by Supplier to Client in writing with the observance of a reasonable term within which Client may remedy the shortcoming.
Supplier is not liable for damages, of any nature whatsoever, caused by Supplier acting on the basis of incorrect and/or incomplete information supplied by Client, unless Supplier should be aware of this incorrectness or incompleteness.
Retention of Title
All goods delivered to Client remain the property of Supplier until all amounts payable by Client to Supplier (including interest and costs) have been paid to Supplier in full.
Access to and Use of (Online) Services
If the agreement between Supplier and Client concerns online Services, Subscriber will obtain for the term of the agreement a non-exclusive, non-transferrable right of access and consultation to the Services offered by Supplier stated in the agreement at the times that these Services are available for this purpose.
Supplier will provide an Identification Code to Subscriber giving one or more Users access to the Services to which the agreement relates. Use of the Identification Code is strictly personal and takes place subject to the responsibility and at the risk and expense of Subscriber. Subscriber undertakes vis-a-vis Supplier to also impose the obligations ensuing from these General Terms & Conditions on the Users it designates.
Subscriber, and/or User, is/are not permitted to make the Identification Code known to third parties and/or allow third parties to use this. In all cases, Subscriber is liable for any such unauthorised use of the Identification Code by third parties and is liable to pay to Supplier for each case of unauthorised use ascertained a penalty of € 800 for each breach and € 150 per day that the breach continues, without prejudice to Supplier’s right to demand compensation for the damages it has actually incurred, and/or to terminate the agreement with immediate effect.
In the event that Supplier suspects that third parties are making unauthorised use as described above, it is entitled without prior notification to carry out a check on Subscriber (or have such carried out), to which Subscriber must grant full cooperation.
Supplier is entitled, with a view to maintaining and/or improving the quality of the Services, to make changes to its equipment, software and Services, including rules and access times, identification procedures, types of equipment, as well as the addition and/or omission of information to or from Services, and to close off access to the Services at times when maintenance and repair work is being carried out.
Quality of Services Supplied and Target Group
Supplier will implement the agreement according to its own best judgment and ability, without being considered to have taken on an obligation to achieve results in this respect, unless such has been explicitly agreed.
The Services provided by Supplier are aimed in particular at general practitioners, pharmacists and other medical professionals who have the prior knowledge desirable to make good use of the Services offered by Supplier. This is the reason why registration in the BIG-register is often a requirement for the granting of an Identification Code for the online Services. The Services are less suitable for Consumers, and Supplier urgently advises any Consumer who nevertheless wishes to access the Services offered by Supplier not to make use of the information s/he obtains through the Services without medical supervision.
For complaints concerning non-online Services – in particular concerning goods delivered – this complaint must be submitted to Supplier in writing within 7 working days of the discovery or of the moment this reasonably could have been discovered, but in any event within two months of delivery. If in Supplier’s opinion the complaint is valid and correctly lodged, Supplier will at its own discretion either remedy the defect, supply a replacement product or give credit for the amount of the purchase price. The complaint will not be processed in the event that Client is itself in default of fulfilment of its obligations vis-a-vis Supplier, the Client was aware of the defect prior to delivery, the product has been modified after delivery or the defect was caused by another circumstance that occurred after delivery. For a Consumer, these rights apply without prejudice to the other rights that accrue to him or her by virtue of the Dutch Civil Code in relation to the purchase of a moveable good.
In relation to the (online) Services offered by Supplier, these are delivered on the basis of the information available at the moment of delivery, which is often received from third parties. Although Supplier will do its best to prevent this and takes the greatest care when processing and compiling the information that is published on the website(s) or through Services, it is possible that this information can be incomplete or outdated, or that it contains inaccuracies or typographical errors. Subscriber will inform Users taking cognisance of data from (online) Services of this. The accuracy of information that is of crucial importance to Subscriber and/or Users must always by checked by Subscriber. Use of Supplier’s website and (online) Services therefore always takes place exclusively at Supplier’s own risk and gives no guarantees in relation to the use, validity, accuracy, currency or reliability of, or the results of the use of, or otherwise, concerning the website or Services or the information published thereon.
If Supplier’s website makes reference to other websites by means of a hyperlink, these references will be shown for the visitor’s information. Supplier cannot make any guarantees concerning the content of those websites to which reference is made. Furthermore, such a reference does not imply that Supplier is affiliated to the other website or approves the content thereof.
Supplier further gives no guarantee that Supplier’s website or Services will be continuously available, that the operation thereof will be uninterrupted or free from errors, will be free from viruses, worms or other code that may display contagious or destructive characteristics. User is responsible for the protection of his own equipment and software by installing and using (recent) anti-virus programmes and for example making the back-up referred to in Article 12.
In the case of the delivery of software, Client is entitled to the remediation of errors in the software which lead to the software not functioning in accordance with the functionality described by Supplier, and which errors are ascertained within 30 days of delivery.
Limitations on Liability
In as far as it is not determined otherwise in these General Terms & Conditions or the agreement with Client, Supplier is not liable for damages resulting from a shortcoming in an agreement with Client, including damages resulting from the use of (or inability to make use of) the website or Services offered by Supplier, or of the information obtained in this way, as well as damages caused by wrongful actions towards Client, all of which unless the damages in question were caused by intent or gross negligence on the part of Supplier.
In the event that Supplier can be held liable, in spite of the above, it will not be liable for indirect losses or consequential losses, including operating losses, loss of profits or damages ensuing from personal injury incurred by third parties.
Without prejudice to that stipulated above, liability vis-a-vis the Client will be limited to no more than the invoice amount for (that part of) the agreement from which the liability ensues or, if lower, the amount covered and paid out by Supplier’s business liability insurer in the case in question.
A precondition for any claim to compensation will in any event be that Client has reported the damage to Supplier in writing as soon as possible after this has arisen. Entitlement to any compensation will in any event lapse in the event that the damage is not reported to Supplier in writing no later than within one month of this arising, or of the moment Client could reasonably have been aware that this had arisen. The term stated here for reporting damage is two months for Consumers.
Client indemnifies Supplier against all claims from third parties in as far as this concerns damage that is the result of failure by Client to observe these General Terms & Conditions or any other regulations of Supplier. In addition, Client is obliged to compensate all damages Supplier incurs in such a case, including damage to Supplier’s reputation and good name.
In these General Terms & Conditions, force majeure is defined as all circumstances beyond Supplier’s control, even if this circumstance could be foreseen at the time the agreement was concluded, whereby Supplier is not able to fulfil its obligations (in full or in part). This includes in any event the following: fire, accidents, import and export restrictions, riots, serious interruptions to Supplier’s business such as strikes, blockades, excessive sickness absenteeism, internet outages, as well as inability to fulfil as a result of shortcomings on the part of Suppliers of Supplier or persons or products brought in by Supplier for the fulfilment of the agreement.
For the duration of force majeure, Supplier’s obligations are suspended. In the event that the period during which force majeure means it is impossible for Supplier to fulfil its obligations lasts for longer than 30 days, both parties are entitled to dissolve the agreement without any obligation to pay compensation arising in this case.
In the event that Supplier has fulfilled its obligations in part upon commencement of the force majeure, or is able to fulfil its obligations only in part, it is entitled to invoice separately for that part already fulfilled or which can be fulfilled, and Client is obliged to pay this invoice as if it were a separate contract. This does not apply however if the part already fulfilled or to be fulfilled does not have any independent value.
Intellectual and Industrial Property Rights
All intellectual or industrial property rights (including, but not limited to, patent rights, trademark rights, copyright, model or design rights, know-how, database rights and exclusive licences) to all programming, equipment, software, products or Services developed, made available or delivered by virtue of the agreement, are held exclusively by Supplier or its licensors.
Client obtains only those rights of use and authorisations explicitly allocated to it by virtue of the agreement or otherwise. These rights of use cannot be seen as an explicit or implicit licence to publish, reproduce, exploit or provide to third parties, in any form whatsoever, including integration, having been processed or not, in networks or allowing this to appear on several screens or publication in any other way.
In as far as Supplier makes software available to the Client, Client may make one back-up copy of this, which back-up may only be used as protection against involuntary loss or damage.
Client is not permitted to remove or alter any notice concerning copyright, brands, trade names or other intellectual or industrial property rights from the software, equipment, products or other materials delivered.
Client will inform Supplier immediately of violations of intellectual or industrial property rights of Supplier and any legal actions instigated against Client in this respect, as well as of the existence and content of the legal action and will leave the conclusion of the case, including any settlements entered into, entirely to Supplier. Client will provide the authorisations, information and cooperation required for this to Supplier in order that Supplier is able, if necessary on behalf of the Client, to conduct a defence against these legal claims. This obligation to indemnify lapses in the event that and to the extent that the violation in question relates to amendments made by Client to the software, equipment or materials, or made by third parties at the request of Client.
In the event that it is irrevocably ruled in law that the software, equipment or materials developed by Supplier itself violates any intellectual or industrial property right belonging to a third party or if in the opinion of Supplier there is a substantial risk of such a violation occurring, Supplier will take back that delivered and give a credit for the cost of acquisition, deducting a reasonable fee for use, or will ensure that Client is able to continue uninterrupted to use that delivered, or software, equipment or materials with an equivalent function.
Any other or farther-reaching liability or obligation to indemnify on the part of Supplier on the basis of the violation of the intellectual or industrial property rights of third parties is excluded, including obligations concerning liability and indemnification for violations caused by the use of the equipment, software and/or materials used in a form unmodified by Supplier, in relation to goods or software not delivered or provided by Supplier or use in any other way than for which the equipment, software and/or materials was developed or intended.
Client guarantees that no rights belonging to third parties are in conflict with the making available to Supplier of equipment, software or materials with the aim of use or modification and Client will indemnify Supplier against all actions based on the claim that such making available, use or modification violates any third-party right.
Parties are obliged to maintain confidentiality in relation to all confidential information they have obtained from one another or from other sources within the context of the agreement. Information is considered to be confidential if this has been indicated by the other party or if this is evident from the nature of the information. This applies in any event to information made known to Client through the programming, equipment, software, Services and other materials made available to it. Client undertakes not to make this information known to third parties or give this in use to third parties, and to use this only for the purpose for which it was made available.
Suspension and Dissolution
In the event that Client fails to fulfil one or more of its obligations vis-a-vis Supplier, or Supplier fears that the Client will fail to fulfil its obligations, there is a petition for liquidation of the Client, Client applies for a moratorium or participation in the Debt Repayment (Natural Persons) Act scheme, or enters into the process of liquidation or dissolution (voluntary or not ) of its business, its business ceases trading in any other way, part of its assets are seized and/or it enters into a repayment arrangement with one or more of its creditors, or gives the impression in another way that it is insolvent, Supplier is entitled to (i) suspend its obligations vis-a-vis the Client, on any grounds whatsoever, (including shutting the Services off or down) until Client has fulfilled its obligations vis‑a‑vis Supplier in full, and/or (ii) to dissolve the agreement in full or in part, in both cases without judicial intervention, by means of a written declaration and without being liable vis-a-vis Client in any way for damages, costs and interest, and such without prejudice to Supplier’s right to claim compensation in full. Amounts invoiced by Supplier prior to the dissolution in relation to that which it has already performed or delivered in implementation of the agreement, remain payable in full with the observance of the above and fall due at the moment of dissolution of the agreement.
Data processing and Privacy
15.1 In order to provide the Services to Clients and Consumers, Supplier processes Personal Data belonging to the Clients and Consumers. This takes place in implementation and within the framework of the agreement with the Client, partly in order to offer a better (online) service and, where necessary, to comply with legal obligations, as well as for marketing purposes (providing permission has been given), in order to streamline operating processes, or to combat fraud (for example, if a Consumer attempts to register again while Supplier has previously terminated an agreement with this Consumer as this Consumer has acted contrary to the General Terms & Conditions).
15.2 Supplier will at all times process this Personal Data in a proper, careful manner and in accordance with the stipulations of the General Data Protection Regulation and with the local implementations thereof.
15.3 Supplier will take the necessary technical and organisational measures to protect this Personal Data against loss or another other form of wrongful processing, taking into account the state of the technology and the nature of the processing.
15.4 Client’s Personal Data as stated by Client upon entering into the Agreement will be processed in a personal register. Supplier will implement the Agreement and update its administrative records on the basis of this register.
15.5 The Personal Data made available by Client to Supplier will be processed exclusively within the context of Supplier’s own business activities and in order to implement the Agreement with Client.
15.6 For further information on the use of Personal Data by Supplier, we invite you to consult our Privacy Statement.
15.7 Supplier will further regularly provide Client and Consumer with current information and potential offers for Services. In the event that Client and/or Consumer do not wish to receive these, they will make this known to Supplier by means of a written notification to the address state in Article 16.
Complaints Handling Scheme
In the event that Supplier’s actions lead to a complaint by Client, the latter may approach the board of management. The complaint must be submitted in writing to:
Directie MEDonline International b.v.
De Corridor 12 C,
3621 ZB Breukelen
Supplier may transfer its rights and obligations vis-a-vis the Client to a third party, in which case Supplier will inform Client of this in writing. In the event that Consumer does not wish to agree to this, it is entitled to terminate the Agreement in writing within 7 working days of the date of the notification.
These General Terms & Conditions were drawn up in the Dutch language. In the event of a discrepancy in text or interpretation between the Dutch version and a translation thereof, the Dutch version will always prevail.
If software is developed, supplied or maintained, alongside these General Terms & Conditions the General Conditions of Fenit as registered with the Court Registry of the District Court in The Hague on 3 June 2003 under number 60/2003 will also apply to the juristic act referred to in Article 2.1. In the event of a contradiction between these General Terms & Conditions and the Fenit conditions, Supplier’s General Terms & Conditions will prevail.
All disputes between Supplier and Client will be heard by the competent court in the Netherlands, but only after the procedure in accordance with the Mini-trial Scheme of the Stichting Geschillenoplossing Automatisering [Foundation for the Resolution of IT Disputes] in The Hague (= non-binding recommendation procedure) has been followed, without prejudice to the parties’ right to request provisional relief in interim injunction proceedings. The competent court ratione loci is the court in Utrecht, unless Supplier choses to bring case before the court in Client’s domicile. All relationships between Supplier and Client are subject to the law of the Netherlands, with the exception of the United Nations Convention on the International Sale of Goods.
These Terms & Conditions have been registered at the offices of the Chamber of Commerce under number 54122171 as on 23 May 2018. The latest registered version or the version as applicable at the time this Agreement was entered into will apply. © 2018, MEDonline International b.v., De Corridor 12 C, 3621 ZB Breukelen.