Terms and Conditions

TERMS AND CONDITIONS MEDONLINE INTERNATIONAL B.V.

VERSION: may 2018
MEDonline International B.V. De Corridor 14L, 3621ZB Breukelen, 0346-200013, KVK: 54122171

Article 1.

Definitions
In these general terms and conditions, the following definitions shall apply:

Supplier
MEDonline International b.v. and any other users of these general terms and conditions.

Customer
The other party of the Supplier.

Consumer
The Customer, natural person, not acting in the exercise of a profession or business.

Subscriber
The Customer who takes out a Subscription to one or more of the Supplier’s Services.

Subscription
An agreement between Supplier and Subscriber pursuant to which Subscriber, through a strictly personal Identification Code for the benefit of one or more Users, obtains access to one or more of the Supplier’s Services specified in the agreement.

User
The person who, pursuant to the Subscription taken out by Subscriber and the listing therein as User, has access to one or more of the Supplier’s services by means of a strictly personal Identification Code.

Identification Code
The unique code consisting of a combination of user name and password or other type of identification, either provided by the Supplier or created by the Subscriber himself, which enables access to the Supplier’s Services.
Services: all online services provided by the Supplier, including (the use of) Pharmacotherapie.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 provided by the Supplier, such as (the provision of) printed media (including workbooks, mailcards, USBs or CD-ROMs).

Written
A notification by post or through the use of the Internet, including e-mail.

Article 2.

Applicability
These general terms and conditions apply to all agreements between Supplier and any third party, as well as to all offers, quotations, deliveries of goods and/or services, even if these goods or services are not (further) described in these general terms and conditions, and regardless of whether an agreement is concluded. Deviations from and additions to these general terms and conditions shall only be valid if expressly agreed in writing.

Applicability of any purchase or other conditions of Client is expressly rejected.

By accepting these general terms and conditions Customer also agrees to the applicability of these general terms and conditions to all future agreements between Supplier and Customer. Furthermore, these general terms and conditions shall apply to any duration relationships that may arise between Supplier and Customer.

If any provision of these General Terms and Conditions of Business is null and void, is annulled or otherwise proves to be non-binding, the other provisions of these General Terms and Conditions of Business shall remain in full force and effect and Supplier and Customer shall consult in order to agree on substitute provisions that most closely correspond to the contents and purport of the non-binding provision.

Article 3.

Conclusion and duration of agreements
All quotations and offers shall be without obligation and shall not bind Supplier unless a period for acceptance has been mentioned and the quotation or offer has been accepted within that period. Written acceptance will be confirmed by Supplier at all times.

Supplier may refuse to enter into an agreement with Customer/Consumer for reasons of its own, such as the fact that the Customer/Consumer is not listed in the BIG register or does not have a RIZIV number. Client will be informed in writing of these motivating reasons.

Agreements between the Supplier and the Customer shall be concluded as soon as the Supplier has sent the Customer written confirmation of the order or Subscription, or, if this moment is earlier, if the Supplier has started executing the order. Subscriptions are entered into for the term stated therein and cannot be cancelled or terminated prior to or during the term. Other agreements cannot be cancelled either, unless the Supplier agrees. After expiry of the initial term, the agreement shall be tacitly renewed for the same period under the same conditions, unless the Customer or Supplier notifies the other party in writing not later than 1 month before the expiry of the then current period that they no longer wish to renew.

Contrary to the previous paragraph, a Consumer has the right to dissolve an agreement concluded by fax, telephone or via the Internet within 7 working days after receipt of the delivered product and/or Service, by giving written notice. This does not apply to products or services concluded in accordance with the specifications of the Customer or Consumer.

Within 7 working days after the dissolution in accordance with the previous paragraph, Consumer must return the delivered goods to Supplier at his own expense and risk at the address mentioned in Article 16 of these General Terms and Conditions. The price paid shall be refunded to Consumer within 30 days after the dissolution, provided that the delivered item has been returned undamaged.

If an agreement has been entered into for an indefinite period of time and does not end by completion, that agreement may be terminated by either party and stating reasons by written notice. If no express notice period has been agreed between the parties, a reasonable notice period of at least three months shall be observed in giving notice.

Article 4.

Price and payment
Prices are, unless explicitly stated otherwise, exclusive of turnover tax (VAT) and other levies imposed by the government, and exclusive of costs of packaging, shipment, delivery and insurance.

In the event of an agreement involving sums payable periodically by Customer, Supplier shall be entitled to adjust the applicable prices and rates by giving written notice. The change in prices shall not take effect earlier than three months after the written notice.

Furthermore, the Supplier is entitled to adjust the agreed prices and rates by means of a written notification for Services provided three months or more after the agreement has been concluded.

The Consumer who does not wish to agree to an adjustment of prices and rates notified by the Supplier as referred to in the previous paragraphs is entitled, within 7 working days after the said notification, to terminate the Agreement in writing against the date on which the change takes effect or to cancel the Agreement.

Unless the invoice states other payment conditions, payment shall be made within 30 days of the invoice date to the account number specified by Supplier. The value date indicated on the Supplier’s account statements shall be regarded as the date of payment.

The Supplier shall at all times be entitled to demand advance payment, cash payment or security.

The right of suspension or set-off by the Customer, not being a Consumer, is excluded.

Payments made by Customer shall always first serve to pay any interest and costs due, and after payment has been made in full, to pay the invoices that have been outstanding the longest, even if Customer states on the payment that it relates to a later invoice.

If Client has not, not timely or not completely fulfilled his payment obligations, he shall be deemed to be in default without notice of default being required. Customer shall then owe statutory (commercial) interest on the outstanding amount.

All extrajudicial costs incurred by Supplier to collect the amounts owed by Customer or to fulfil other obligations of Customer, whether or not with the assistance of legal or other advisers, shall be for Customer’s account. These costs are set at a minimum of 15% of the amount due, with a minimum of € 350, subject to a minimum of € 750 if no payment obligation is involved.

In the event of liquidation, bankruptcy or suspension of payment of the Customer or if the Customer otherwise creates the impression of insolvency, Supplier’s claims shall become immediately due and payable.

Article 5.

Performance of the agreement and delivery
Supplier shall be entitled to engage third parties in the execution of the agreement and to make use of services or products supplied to Supplier by third parties.

Customer shall see to it that all data which Supplier indicates to be necessary or which Customer should reasonably understand to be necessary for the execution of the agreement are provided to Supplier in time.

Unless otherwise stated, delivery of movable property shall be by post. The risk shall pass from Supplier to Customer at the moment of shipment.

Supplier shall endeavour to observe the (delivery) periods stated by it as much as possible. However, such terms can never be regarded as deadlines. If a delivery period is exceeded because Supplier has not received the above-mentioned information or it turns out to be incorrect, Supplier shall be entitled to suspend performance of the Agreement and/or to charge Customer for the extra costs resulting from the delay in accordance with Supplier’s usual rates. Such suspension shall be notified by Supplier to Customer in writing with due observance of a reasonable period within which Customer must remedy the breach.

Supplier shall not be liable for any loss or damage, of whatever nature, because Supplier relied on incorrect and/or incomplete data provided by Customer, unless Supplier should have been aware of such incorrectness or incompleteness.

Article 6.

Retention of title
All goods delivered to Customer shall remain Supplier’s property until all amounts due to Supplier by Customer (including interest and costs) have been paid to Supplier in full.

Article 7.

Access to and use of (online) Services.
If the agreement between Supplier and Customer relates to online Services, Subscriber shall for the duration of the agreement obtain a non-exclusive, non-transferable right to access and consult the Services designated in the agreement from Supplier at the times when such Services are available for that purpose.

Supplier will provide Subscriber with an Identification Code through which one or more Users may access the Services covered by the agreement. Use of the Identification Code is strictly personal and is made under the responsibility and at the expense and risk of Subscriber. Subscriber undertakes to the Supplier to impose the obligations under these general terms and conditions also on its designated Users.

Subscriber or User is not allowed to disclose the Identification Code to third parties or to allow third parties to use it. Subscriber shall in all cases be liable for such unauthorised use of the Identification Code by third parties and shall owe the Supplier a penalty of € 800 per violation and € 150 per day that the violation continues, without prejudice to the Supplier’s right to demand compensation for the damage actually suffered by it and/or to terminate the agreement with immediate effect.

If the Supplier suspects unauthorised use by third parties, as referred to above, it shall be entitled to carry out (or have carried out) an inspection at the Subscriber’s premises without prior notice, to which the Subscriber must fully cooperate.

With a view to maintaining and/or improving the quality of the Services, the Supplier is entitled to make changes to its equipment, software and Services, including regulations on access times, identification procedures, type of equipment, and the addition or removal of information to or from Services, as well as to close off access to the Services at times when maintenance and repair work is being carried out.

Article 8.

Quality of Services provided and target group
The Supplier shall perform the Agreement to the best of its knowledge and ability without thereby being deemed to have assumed an obligation to achieve a result if this has not been expressly agreed.

The Supplier’s Services are particularly intended for general practitioners, pharmacists and other medical professionals who possess the prior knowledge desirable for the use of the Supplier’s Services. This is why obtaining an Identification Code for the online Services usually requires registration in the BIG register. The Services are to a lesser extent suitable for Consumers and Supplier strongly advises Consumers who do take note of Supplier’s Services not to use the information obtained through the Services without medical assistance.

In case of complaints about non-online Services, more specifically about a delivered item, these must be submitted in writing to Supplier within 7 working days after discovery or after they could reasonably have been discovered, but in any case within two months after delivery. If, in the opinion of the Supplier, a timely and justified complaint has been made, the Supplier shall, at its discretion, remedy the defect, supply a replacement product or credit the purchase price. The complaint shall not be dealt with if the Customer himself fails in the fulfilment of his obligations towards Supplier, the Customer was already aware of the defect before delivery, the product was processed 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 to which he is entitled under the Civil Code regarding the purchase of a movable item.

The Supplier’s (online) Services are provided on the basis of the information available at the time of delivery, which often originates from third parties. Although Supplier does its best to avoid this and takes great care in processing and compiling information published on the website(s) or through Services, it is possible that this information may be incomplete or outdated or contain inaccuracies or typographical errors. Subscriber shall point this out to Users who become aware of information from (online) Services. Information essential for Subscriber or Users should always be verified for accuracy by Subscriber. Use of the Supplier’s website and (online) Services is therefore solely at your own risk and the Supplier makes no warranties regarding the use, validity, accuracy, timeliness or reliability of, or the results of the use of, or otherwise relating to, the website or Services or information published therein.

If the Supplier’s website refers to other websites by means of a hyperlink, these references are provided for the visitor’s information. Supplier does not guarantee the content of the websites referred to. Furthermore, it may not be inferred from a reference that Supplier is affiliated with the other website or endorses its content.

Supplier further does not warrant that Supplier’s website or Services will be continuously available, that its operation will be uninterrupted or error-free, be free of viruses, worms af other codes that may exhibit infectious or destructive properties. User shall be responsible for the protection of his own equipment and software by installing and using (recent) anti-virus programmes and, for instance, making the back-up copy referred to in Article 12.

When software is delivered, Customer shall be entitled to repair any defects in the software which result in the software not functioning in accordance with the functionality described by Supplier and which are found within 30 days of delivery.

Article 9.

Limitation of liability
Unless otherwise stipulated in these General Terms and Conditions or in the agreement with Customer, Supplier shall not be liable for any loss or damage resulting from any shortcoming in an agreement with Customer, including any loss or damage resulting from the use of (or inability to use) Supplier’s website or Services, or from the information obtained therefrom, as well as any loss or damage resulting from any wrongful act in respect of Customer, unless the loss or damage was caused by intent or deliberate recklessness on the part of Supplier.

Should Supplier be held liable despite the foregoing, it shall not be liable for indirect damage or consequential damage, including trading loss and loss of profit or damage resulting from personal injury suffered by third parties.

Without prejudice to the foregoing, liability towards Customer shall be limited to a maximum of the invoice value of (the part of) the Agreement from which the liability arises or, if lower, the amount covered and paid out by Supplier’s business liability insurer in the case in question.

A condition for the creation of any right to compensation shall in any event be that Customer reports the loss to Supplier in writing as soon as possible after its occurrence. The right to any compensation shall in any event lapse if the loss has not been reported to Supplier in writing at the latest within one month from its occurrence, or from the moment when Customer could reasonably have been aware of its occurrence. For Consumers, the period for reporting damage mentioned here is at the latest two months.

Article 10.

Indemnification of Customer
Customer shall indemnify Supplier against all claims of third parties in so far as it relates to any loss resulting from Customer’s non-compliance with these General Terms and Conditions or any other instructions given by Supplier. Customer shall also be bound to compensate all damage sustained by Supplier in such a case, including damage to Supplier’s good name and reputation.

Article 11.

Force majeure
In these General Terms and Conditions, force majeure is understood to mean any circumstance beyond Supplier’s control, even if this circumstance could already have been foreseen at the time the Agreement was concluded, as a result of which Supplier is unable to meet its obligations (in full or in part). This shall include: fire, accidents, import/export restrictions, riots, serious disruptions in the Supplier’s business such as strikes, blockades, excessive absenteeism, internet disruptions, as well as the inability to fulfil as a result of shortcomings on the part of the Supplier’s suppliers or persons or products engaged by the Supplier for the execution of the agreement.

During force majeure, the Supplier’s obligations shall be suspended. If the period in which fulfilment of the obligations by the Supplier is not possible due to force majeure lasts longer than 30 days, both parties are authorised to dissolve the agreement without any obligation to pay compensation in that case.

If Supplier has already partly performed its obligations when the force majeure occurs, or can only partly perform its obligations, it shall be entitled to invoice separately the part already performed or part which can be performed, and Customer shall be bound to pay this invoice as if it were a separate contract. However, this does not apply if the part already performed and/or executable part has no independent value.

Article 12.

Intellectual or industrial property rights
All intellectual or industrial property rights (including, but not limited to, patent rights, trademark rights, copyrights, model rights, know-how, database rights and exclusive licences) to all software, equipment, software, delivered products or Services developed or made available by virtue of the Agreement shall be vested solely in Supplier or its licensors.

Customer shall only acquire the rights of use and powers expressly granted to him in the Agreement or otherwise. This right of use cannot be regarded as an explicit or implicit licence to publish, reproduce, exploit or provide to third parties in any form whatsoever, including integrating it in networks or having it appear on several screens or otherwise making it public, whether or not after editing.

Insofar as Supplier makes software available to Customer, Customer may make one back-up copy which may only be used for protection against involuntary loss of possession or damage.

Customer shall not be permitted to remove or alter any designation concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, equipment, products supplied or other materials.

Customer shall forthwith inform Supplier in writing of any infringements of Supplier’s intellectual or industrial property rights and any legal actions instituted against Customer in connection therewith, and shall leave the existence and substance of the legal action and the settlement of the matter, including any settlements, entirely to Supplier. Customer shall to that end grant Supplier the necessary powers of attorney, information and cooperation to defend itself, if necessary in Customer’s name, against such legal actions. This obligation of indemnity shall cease to exist if and insofar as the infringement concerned relates to any modifications which Customer has made in the software, equipment or materials or had made by third parties.

If it has been irrevocably established in court that the software, equipment or materials developed by Supplier itself infringe any intellectual or industrial property right belonging to a third party or if in Supplier’s opinion there is a fair chance that such infringement will occur, Supplier shall take back the goods supplied against crediting of the acquisition costs minus a reasonable user’s fee, or see to it that Customer can continue to use the goods supplied, or functionally equivalent other software, equipment or materials, without interruption.

Any other or further liability or indemnity obligation of Supplier on account of infringement of intellectual or industrial property rights of third parties shall be excluded, including liability and indemnity obligations of Supplier for infringements caused by the use of the supplied equipment, software and/or materials in a form not modified by Supplier, in connection with items or software not supplied or provided by Supplier, or in any way other than that for which the equipment, software and/or materials were developed or intended.

Customer warrants that no rights of third parties oppose the provision to Supplier of equipment, software or materials for the purpose of use or adaptation, and Customer shall indemnify Supplier against any action based on the allegation that such provision, use or adaptation infringes any right of third parties.

Article 13.

Confidentiality
The parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or results from the nature of the information. This applies in any case to information that becomes known to Client through the software, equipment, software, Services and other materials made available to him. The Client undertakes not to disclose or give such information to third parties and to use it only for the purpose for which it was made available to him.

Article 14.

Suspension and dissolution
If Customer fails to meet one or more of his obligations towards Supplier, or Supplier fears that Customer will not meet his obligations, bankruptcy of Customer is applied for, Customer applies for suspension of payment or participation in the Natural Persons Debt Rescheduling Scheme proceeds with the liquidation or dissolution (whether voluntary or involuntary) of its business, its business otherwise comes to a standstill, any part of its assets are attached and/or makes a payment arrangement with one or more of its creditors, or otherwise creates the impression of insolvency, Supplier shall be entitled to (i) suspend its obligations to Customer on any account whatsoever (which includes shutting off the Services) until Customer has fully complied with its obligations to Supplier, and/or (ii) rescind the Agreement in whole or in part, in either case without judicial intervention, by means of a written statement and without being liable to Customer in any way for damages, costs and interest, and this notwithstanding Supplier’s right to claim full damages. Amounts invoiced by Supplier before the dissolution in connection with what it has already done or delivered in execution of the Agreement shall, with due observance of the foregoing, remain due in full and shall become immediately payable at the time of dissolution.

Article 15.

Data processing and Privacy
15.1 In order to provide the Customer and Consumer with the Services, Personal Data of the Customer and Consumer are processed by Supplier. This is done, in execution of and within the framework of the agreement with the Customer, among other things to be able to offer better (online) service and where necessary to comply with legal obligations, but also for marketing purposes (provided permission has been granted), to set up business processes more efficiently, or to combat fraud, (for instance when a Consumer tries to register again while the Supplier has terminated a previous agreement with this Consumer because this Consumer has acted in violation of the General Terms and Conditions).

15.2 The Supplier shall always process such Personal Data in a proper and careful manner and in accordance with the provisions of General Data Protection Regulation and its local elaborations.

15.3 Supplier shall take the necessary technical and organisational measures to protect the Personal Data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.

15.4 The Personal Data of Customer that he/she mentions when the Agreement is concluded shall be processed in a personal data registration. On the basis of this registration, Supplier shall execute the Agreement and keep the records.

15.5 The Personal Data provided by Customer to Supplier shall only be processed in the framework of Supplier’s own business activities and to execute the Agreement with Customer.

15.6 For more information on Supplier’s use of Personal Data, we invite you to consult our Privacy Statement.

15.7 Furthermore, Supplier shall regularly provide Customer and Consumer with up-to-date information and possible offers for Services. If Customer and/or Consumer do not appreciate this, they may make this known by means of a written communication to Supplier at the address mentioned in Article 16.

Article 16.

Complaints procedure
If the Supplier’s conduct results in a complaint from the Customer, the latter may approach the management. The complaint must be submitted in writing to:

Management MEDonlineInternational B.V. De Corridor 14L, informatie@medonline.nl

Article 17.

Final provisions
Supplier may assign its rights and obligations towards the Customer to a third party, of which Supplier shall notify the Customer in writing. If the Consumer does not wish to agree to this, he shall be entitled to terminate the Agreement in writing within 7 working days from the date of notification.

These General Terms and Conditions have been drawn up in the Dutch language. In the event of a difference in text or interpretation between the Dutch version and a translation thereof, the Dutch version shall always prevail.

If software is developed, delivered or maintained, in addition to these General Terms and Conditions, the General Fenit Terms and Conditions filed with the Registry of the District Court of The Hague on 3 June 2003 under number 60/2003 shall also apply to the legal acts referred to in Article 2.1. In case of conflict between these General Terms and Conditions and the Fenit Terms and Conditions, the General Terms and Conditions of Supplier shall prevail.

All disputes between Supplier and Customer shall be settled by the competent Dutch court, but not before the procedure in accordance with the Minitrial Rules of the Foundation for the Settlement of Automation Disputes in The Hague (= non-binding advisory procedure) has been followed, without prejudice to the right of the parties to request a provisional injunction in summary proceedings. The relatively competent court shall be the court in Utrecht, the Netherlands, unless Supplier chooses to bring the case before the court of Customer’s domicile. Any obligation between Supplier and Customer shall be governed by Dutch law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods.

These terms and conditions have been filed at the office of the Chamber of Commerce under number 54122171 as at 23 May 2018. The last filed version or the version valid at the time the present agreement was concluded shall always apply.