Terms and conditions

2.1 These general terms and conditions apply to all offers, agreements and deliveries under which Wellcom Health provides Services to the Client.

2.2 If provisions of the agreement deviate from these general terms and conditions, the provisions laid down in the agreement prevail.

2.3 Wellcom Health may amend these terms and conditions unilaterally. If the Client does not agree to an amendment, it may terminate the agreement in writing within 30 days of notification.

2.4 The Client’s general (purchasing) terms and conditions are expressly rejected.

3.1 The Client obtains a limited, non-exclusive, non-transferable right to use the Services, solely for internal purposes and in accordance with the documentation and the agreement.

3.2 The Client is prohibited from selling, renting out, lending or otherwise making available to third parties the Services, the documentation or access thereto, unless agreed in advance in writing.

3.3 The Client shall ensure that users within its organisation comply with these terms and conditions.

4.1 All intellectual property rights in the Services, software, documentation and other materials belong to Wellcom Health or its licensors.

4.2 The Client shall refrain from acts that infringe these rights.

5.1 The parties shall use confidential information only for the purpose for which it was provided.

5.2 The Client may not share confidential information with third parties without the written consent of Wellcom Health, except where required by law.

5.3 This obligation continues to apply after termination of the agreement.

6.1 Wellcom Health shall endeavour to perform the Services with due care and in accordance with the agreed specifications. This is always an obligation of means (inspanningsverplichting), unless a specific result has been laid down in writing.

6.2 Wellcom Health aims to resolve malfunctions as quickly as possible, but cannot guarantee uninterrupted availability.

6.3 Support is provided through the agreed channels and at the agreed times.

7.1 Wellcom Health may modify or extend the Services, for example through updates, security patches or new functionality.

7.2 Wellcom Health is entitled to temporarily interrupt the provision of the services for maintenance, without being obliged to pay damages.

8.1 The Client shall use the Services solely in accordance with applicable laws and regulations (including the GDPR and medical disciplinary law, where applicable).

8.2 The Client is prohibited from using the Services in a manner that may cause damage to Wellcom Health or third parties.

9.1 Wellcom Health is only liable for direct damage resulting from an attributable failure (toerekenbare tekortkoming) in the performance of the agreement.

9.2 The liability of Wellcom Health is limited to the amount paid by the Client in the calendar year in which the event giving rise to the damage occurred, up to a maximum of one times the annual fee for the Services.

9.3 Wellcom Health is not liable for indirect damage, such as consequential damage, loss of profit or diminished goodwill.

9.4 These limitations do not apply in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid).

10.1 Wellcom Health is not obliged to perform its obligations if it is prevented from doing so by a circumstance beyond its control, such as disruptions at suppliers, internet or network outages, or government measures.

11.1 The Client may not transfer rights and obligations under the agreement to third parties without the prior written consent of Wellcom Health.

12.1 The agreement and these general terms and conditions are governed exclusively by Dutch law.

12.2 Disputes shall be submitted to the competent court in the judicial district in which Wellcom Health is established.

13.1 Insofar as Wellcom Health, in performing the Services, processes personal data on behalf of the Client, Wellcom Health acts as a processor within the meaning of the General Data Protection Regulation (GDPR).

13.2 For this purpose, the parties shall enter into a separate data processing agreement (DPA), which forms an integral part of the agreement.

13.3 Wellcom Health processes personal data solely in accordance with applicable laws and regulations, and solely for the agreed purposes.

14.1 Invoicing takes place in accordance with the agreed rates and terms stated in the agreement or on the invoice.

14.2 Payment must be made within thirty (30) days of the invoice date, unless otherwise agreed in writing.

14.3 In the event of late payment, the Client is in default without any notice of default being required, and Wellcom Health is entitled to charge statutory commercial interest and extrajudicial collection costs.

14.4 Complaints regarding invoices do not suspend the payment obligation.

15.1 Unless otherwise agreed, the agreement is entered into for an indefinite period, with a notice period of thirty (30) days.

15.2 Either party may terminate the agreement with immediate effect if the other party fails in the performance of its obligations in a manner attributable to it (toerekenbaar tekortschiet) and this default is not remedied within a reasonable period.

15.3 After termination of the agreement, the Client shall cease all use of the Services.

15.4 At the Client’s request, Wellcom Health shall arrange for the deletion or, if technically possible, the transfer of the data supplied by the Client, in accordance with the agreed arrangements and applicable privacy legislation.

16.1 During the term of the agreement, the Client is entitled to access and export its data via the functionalities made available by Wellcom Health.

16.2 Upon termination of the agreement, Wellcom Health shall enable the Client, for a reasonable period, to export the data in a commonly used electronic format, unless otherwise agreed.

16.3 After this period has expired, Wellcom Health may permanently delete the data, subject to statutory retention obligations.

17.1 Wellcom Health reserves the right to change or adjust the Services, functionalities or general terms and conditions if this is necessary due to technical developments, laws and regulations or business operations.

17.2 Wellcom Health shall inform the Client in good time of changes that have material consequences for the use of the Services.

17.3 If the Client does not agree to a material change, it is entitled to terminate the agreement in writing within thirty (30) days of notification.