GENERAL TERMS AND CONDITIONS HEALTH PLANNER
The terms and conditions below apply to the agreement between you and SGM Consultancy.
In consideration of:
That licenser is exclusively entitled to the use of Health Planner and the associated intellectual property rights and others may permit the use;
That this form of cooperation between independent entrepreneurs is given a license agreement (also processing agreement), which is characterized by close cooperation between legally and economically independent parties and which is based on mutual trust and information provision.
Licensor on a monthly payment on loan from the licensee as licensee to use Health Planner;
Correspond as follows:
Article 1: Performance description
The purpose of the agreement below is the non-exclusive provision of licensor’s Health Planner for a targeted cloud-based management system and the additional performance to that effect. The exercise of the license and the resulting user rights is limited to the fitness centre mentioned in this license agreement. Licensee has no right of transfer or to grant under licenses.
Article 2: The license
1. Subject to the terms and conditions, as set out in this agreement, the licensor grants the licensee the license for trademarks and logos belonging to Health Planner on the address stated in this agreement.
2. The licensee is not permitted to make any changes to Health Planner.
3. Licensee acknowledges the exclusive intellectual property right of Health Planner.
Article 3: The obligations of licensor (processor)
1. The licensor agrees with the licensee to provide him with all facilities for Health Planner that belong to the concluded license contract.
2. The licensor further agrees with the licensee to provide him with advice on the operation of the program.
3. The licensor will endeavour to further develop Health Planner.
4. The licensor will further provide the licensee with the following services:
a. Introduction: the licensor is responsible for the implementation process when starting working with Health Planner.
b. Helpdesk: e-mail or telephone help (for general questions about the use of Health Planner).
5. Licensor has been designated as processor by offering Health Planner and the processor will endeavour to ensure that the security obligations are fulfilled. The data that is processed in Health Planner is stored in the Netherlands.
Article 4: Obligations of licensee (controller)
1. The licensee accepts the offer as described in this agreement.
2. Licensee is reasonably obliged to do everything that can be beneficial to the success of Health Planner and to leave everything that might be harmful for this.
3. Licensee acknowledges the exclusive intellectual property right of licensor on Health Planner all advertisements, slogans, color combinations, logos, design, method etc.
4. The licensee is personally responsible for the accuracy of the contract data and compliance with the provisions of this agreement.
5. Licensee states that he has had sufficient time to study this contract.
6. The licensee uses Health Planner on his own account and is called by the use of Health Planner as the controller and is fully aware of it and therefore waives any claims for damages against SGM Consultancy.
7. The licensee is obliged to comply with the General Data Protection Regulation (AVG) that will be in force on 25 May 2018.
8. The licensee is aware that this agreement also serves as a processing agreement between the licensee and the licensor. When processing special data, the licensee must appoint a privacy officer.
Article 5: Health Planner
1. During the agreement, the licensee is obliged to deal well with Health Planner, to give it to third parties in any way whatsoever, nor to use the system as described in other than the manner prescribed by the licensor, or to have it used, without express written permission from licensor. In the case of a trial period or free module, this provision obviously applies during the term of the test agreement.
2. The licensee undertakes not to use the same against Health Planner for any other purpose and not to make any changes to the case.
3. The login details are strictly personal and may not be transferred to third parties.
4. Access to the website is not possible without log-in data.
Article 6: Internet sales
1. Licensor is entitled to promote Health Planner via its own website. This is only allowed with the name and with approval of the licensor.
2. The logos of the licensor will be made available to the licensee as jpg and png digital files.
3. To promote and advertise Health Planner, the licensee is permitted to use the licensor’s name and logos on its own website and social media channels for the duration of this agreement.
Article 7: Sales prices
Licensee has the authority to determine sales prices and / or rates for using Health Planner.
Article 8: Independent entrepreneurship
1. Licensor is an independent company under Dutch law that operates its business entirely for its own account and risk.
2. The licensee is not authorized to act in the name and / or on behalf of the licensor. Contracts concluded with the licensee with third parties never commit the licensor, but only create obligations between the relevant third party (s) and the licensor.
Article 9: Indemnity and liability
1. The licensee uses Health Planner on his own responsibility. The customer is fully aware of this and therefore waives any claims for damages against SGM Consultancy.
2. Only if the General Terms and Conditions and the Privacy Statement have been agreed, it is permitted to use Health Planner. The licensee declares to be in agreement with these Terms and Conditions and Privacy statement by signing this agreement.
Article 10: Failure performance and interim termination
1. If one of the parties fails to comply with its obligations under this agreement, or fails to do so in time or properly, it will forfeit to the other party an immediately due and payable fine of € 2,000 (two thousand euros) for each violation as well as an immediately due and payable claim. fine of € 1,000 (thousand euro) per day that the violation continues. This is without prejudice to the right of the injured party to claim the damage actually suffered. Disputes concerning this will be resolved in the manner described in article 15.
2.Each of the parties is entitled, if the other party violates this agreement in a serious manner, to either claim a fine in accordance with the provisions of the previous paragraph or by registered letter to the other party to say that he agreement with a notice period of 1 month considered dissolved with as a guide the collection date. This is without prejudice to the right of the injured party to demand the negligent party to perform and / or compensation from the present agreement.
Article 11: Consequences termination
1. After termination of the contract, SGM Consultancy will deny access to Health Planner and can no longer make use of the login details. Access to the website is not possible without login details.
2. SGM Consultancy always reserves the right to deny members access to the website or to terminate a membership.
Article 12: Transfer of rights and obligations
1. The licensor is authorized to transfer its rights from this agreement to third parties or have third parties exercise it.
2. The rights given to the licensee by this agreement are in principle non-transferable. If the licensee intends to transfer the business to a third party and that third party also has his licensee’s position as a result of this agreement, he will have to address the licensor in due time and the transfer of rights from this agreement will not can all take place with written permission from the licensor.
3. In the event of immediate termination, the licensee shall grant the licensor the right to delete / deactivate the log-in data relating to Health Planner.
4. Licensor has the right to terminate the agreement immediately if:
– Licensee is in default with the payment of the monthly license fee amounting to two monthly installments or if the licensee does not comply with his obligations on the basis of this agreement in time or not properly.
– The agreement shall be terminated with immediate effect if one of the parties is declared bankrupt, is placed under guardianship or an executory order is imposed on it, which is not lifted within one month. If one of the parties applies for a moratorium, both parties will consult with the administrator about the continuation of the license agreement.
– The agreement ends with immediate effect if the licenser or the licensee ceases to exist after dissolution because of the provisions of the previous paragraph.
Article 13: Confidentiality and non-competition
1. Licensee undertakes towards the licensor to complete confidentiality of all that the licensee has become aware of in the context of the present agreement.
2.The provisions in the previous paragraphs also remain in effect after the termination of the license contract.
3. The licensee is not permitted during the term and after the termination of the license contract, subject to permission from the licensor to operate / develop a similar system / program / concept.
4. The obligations in the previous paragraphs must also impose licensee on all those who, in his employment, in employment under civil law or in whatever form, will work for the licensee.
Article 14: Other
1.This agreement replaces all previous prior agreements between parties regarding Health Planner.
2.If one or more provisions in this agreement at any time wholly or partially void or could be destroyed, then the remainder of this agreement will remain fully applicable. The Parties will then consult with each other to agree on new provisions to replace the void or void provisions, with as much as possible the purpose and intent of the original provisions being observed.
3. The one-time start-up costs, the remainder of the current month and the monthly contribution of the 1st month will be paid by you to SGM Consultancy via direct debit. The monthly contributions are collected by direct debit around the 1st of each month.
4. You bear the costs for refunds and reminders at € 10, – per time.
5. SGM Consultancy can index rate adjustments without taking into account the consumer price index of the Central Bureau for Statistics.
6. If a price increase takes place, the licensee has the right to dissolve the agreement within 4 weeks after the announcement.
Article 15: Dispute resolution
1.On this agreement only Dutch law is applicable.
2. All disputes that may arise as a result of this license contract or of further agreements, which may result therefrom, will be settled by the competent court of his actual place of residence.
3. However, parties will first make every effort to resolve the dispute in amicable consultation.
2. Health Planner may contain information from third parties or refer thereafter, including but not limited to information created by users, advertisements, banners and website links (hereinafter «Third Party Information»).
3. Third Party information is not reviewed by Health Planner, so we cannot guarantee its correctness. Health Planner is in no way liable for information from third parties, nor for any direct or indirect damage resulting therefrom.
4. Health Planner is connected to third parties via an API link and thus gains access to public data, which may include personal details of users who have been disclosed with their permission. In addition, third parties can access public and closed personal data via the API, if users give their consent. The General Terms and Conditions and Privacy Statement of Health Planner are in principle not applicable to third-party applications. These third parties may have their own, deviating Terms and Conditions and Privacy Statements.
5. After notification, Health Planner will investigate the presence of unlawful information within a reasonable time and if possible take action against it. Infringement of your rights must be reported by e-mail to firstname.lastname@example.org