General terms & conditions
Article 1: Parties
1. DEBs WAY Voeding en Welzijn: DEBs WAY, registered with the Chamber of Commerce under number 98051601, established in Leiden at Uhlenbeckkade 23 (2313 EH), user of these general terms and conditions.
2. Further details: Website: www.debsway.com — Email: info@debsway.com — VAT number: NL005306552B25.
3. The Client: the (potential) recipient of services offered by DEBs WAY.
4. User: the natural person who makes use of the online environment / platform of DEBs WAY.
5. Agreement: any agreement between DEBs WAY and the Client and/or User whereby DEBs WAY has committed to providing services at an agreed price.
6. Distance Agreement: an Agreement concluded without simultaneous personal presence, using one or more means of distance communication, including through DEBs WAY’s webshop.
7. Membership: an Agreement for a fixed or indefinite period for continuous, recurring or successive performances, such as a continuing coaching agreement.
8. Services: all services to be provided by or on behalf of DEBs WAY, including but not limited to lifestyle consulting, nutritional advice, dietary advice, menopause coaching and related services.
Article 2: Applicability of the General Terms and Conditions
These general terms and conditions apply to every offer made by DEBs WAY and to any agreements entered into between the parties, including future contractual relationships. These terms must be read in conjunction with DEBs WAY’s privacy statement as published on www.debsway.com and www.debsway.nl. Personal data, including special categories such as health data, are processed in accordance with that privacy statement and the applicable provisions of the GDPR.
Deviations are only valid if expressly agreed in writing. The Client’s general (purchasing) terms and conditions are expressly rejected. Third parties engaged by DEBs WAY may also invoke these terms and conditions. If any provision is null and void, the remaining provisions remain applicable; parties shall then consult to agree on replacement rules reflecting the original purpose as closely as possible.
Article 3: Offer and Conclusion of Agreement
Every offer is entirely non-binding and revocable with a validity period of 30 days unless otherwise indicated in writing. Prices are in Euros, inclusive of VAT, subject to levies and surcharges unless otherwise agreed. If an assignment is given by multiple Clients, all are jointly and severally bound; Article 7:407 paragraph 2 of the Dutch Civil Code is excluded. Each offer may only be accepted once. Obvious typographical errors are not binding. Specifications are indications only; a minor deviation does not constitute a shortcoming. The agreement is concluded after the Client has completed and submitted the form and DEBs WAY has confirmed it in writing, or DEBs WAY has commenced performance. Distance agreements are confirmed by email as soon as possible after conclusion.
Article 4: Performance of the Agreement: General
DEBs WAY serves the interests of the Client within the limits of the assignment. All services are performed on the basis of a best-efforts obligation unless a result has been expressly promised in writing. The timeframe indicated is not a firm deadline; the Client must first serve DEBs WAY with a written notice of default granting a reasonable period of 30 days before being entitled to any remedy. The Client provides necessary cooperation and timely access to required information. DEBs WAY is free to have the assignment performed by third parties (Article 7:404 Dutch Civil Code excluded). The Client may not resell or make available services to third parties without written consent. Services are provided only after conclusion of the agreement. The Client warrants that digitally delivered materials contain no viruses or harmful content. If the Client decides to change the scope mid-agreement, any additional work will be charged as a supplementary assignment. The Client must promptly disclose health-related facts relevant to the assignment.
The Client has a 14-day cooling-off period after concluding a distance agreement, unless waived, by sending an email to info@debsway.com. The cooling-off period starts the day after the agreement is concluded. The burden of proof for correct and timely withdrawal lies with the Client. If the Client has already paid, DEBs WAY will refund the amount within 30 days via the same payment method.
Article 5: Additional Provisions Regarding the Online Environment / Platform
Where an online platform is used within the framework of a Membership, the following applies. The Client and/or User will not hack the platform or set up websites purporting to be part of DEBs WAY, and may not reproduce, copy or resell (parts of) the platform without permission. DEBs WAY reserves the right to take services temporarily offline for maintenance or improvement, preferably outside business hours, with no obligation to pay compensation. DEBs WAY endeavours to publish services in the best possible quality but does not guarantee continuous availability and is not liable for damage resulting from unavailability. External circumstances may cause services to cease functioning optimally; the Client shall indemnify DEBs WAY for this. DEBs WAY may install technical protections, publish updates without the Client’s consent, and is under no obligation to maintain back-ups unless otherwise agreed. The Client is responsible for adequate security, settings management, and required hardware. DEBs WAY reserves the right to change the platform layout at any time without compensation.
Article 6: Obligations of the Client
The Client shall give DEBs WAY the opportunity to perform the assignment and undertakes to provide the necessary cooperation. This includes ensuring timely access to required information about physical limitations, allergies, medication use and other relevant particulars. Inappropriate behaviour by the Client gives DEBs WAY the right to terminate the service with immediate effect, without the Client being entitled to any compensation or refund. If obligations are not fulfilled in a timely manner, the Client must inform DEBs WAY promptly; resulting additional costs will be charged to the Client. If information provided by the Client proves to be incorrect or inaccurate, DEBs WAY has the right to charge the resulting costs. Before a Membership regarding training or nutrition programmes is entered into, DEBs WAY will provide an intake form including a risk analysis. The Client warrants to complete this form fully and truthfully. DEBs WAY is entitled not to enter into the Membership or to dissolve it if it considers participation irresponsible. Even where participation is considered responsible, it is at the Client’s own risk and responsibility.
Article 7: Warranty and Liability
The Client must check the delivery within 48 hours and notify DEBs WAY of any defect within 8 days of discovering it. After notification, DEBs WAY will remedy or replace the defect free of charge on a reasonable basis. If neither remedy is sufficient, the Client may dissolve the agreement. Rights to remedy expire if the defect is attributable to the Client, notification was too late, or a phase was confirmed. DEBs WAY’s liability is limited to the amount covered by its professional liability insurance, or at most the invoice amount from which the damage arose, increased by 15%. Liability does not extend to consequential, indirect, immaterial or delay damage, lost revenue or profit. The Client indemnifies DEBs WAY against third-party claims. Any damage must be reported within 12 months on pain of forfeiture. The existence of a defect does not suspend the Client’s payment obligation.
DEBs WAY is not the final responsible party; the Client remains ultimately responsible and must verify all work. DEBs WAY is not liable for damage from incorrect use of advice. No rights can be derived from advice provided. DEBs WAY’s advice does not constitute medical advice and does not replace medical treatment or supervision by a physician. DEBs WAY provides no guarantees regarding results such as target weight or fitness levels. Practising sport involves risks; use of DEBs WAY’s services is entirely at the Client’s own risk.
Article 8: Force Majeure
Force majeure includes all external causes, foreseen or unforeseen, beyond DEBs WAY’s control, including strikes, traffic disruptions, energy or software supply disruptions, transport difficulties, fire, epidemics, pandemics, illness and government measures. During force majeure, DEBs WAY’s obligations are suspended. If performance is impossible for more than one month, or if it cannot reasonably be expected that DEBs WAY will fulfil its obligations, DEBs WAY is entitled to dissolve the agreement in whole or in part without judicial intervention and without obligation to pay compensation. If DEBs WAY has already partially fulfilled its obligations when force majeure occurs, it is entitled to invoice the already delivered part separately or to partially credit advance payments.
Article 9: Cancellation, Rescheduling and Absence
Cancellation of a one-on-one training or coaching session is not possible within 24 hours prior to commencement if the Client acts in the exercise of a profession or business. If the Client does not act in the exercise of a profession or business, the session may be cancelled free of charge up to 24 hours before commencement.
A group training session or group coaching session may be cancelled free of charge by the Client up to 8 hours before its commencement.
If the Client does not cancel in a timely manner or in the event of a no-show, DEBs WAY is entitled to charge the reserved session, or to forfeit the credit for that session, unless there is a force majeure situation on the part of the Client.
Cancellation must be made in writing via the Client’s account in the online environment / platform made available by DEBs WAY, or in another manner indicated by DEBs WAY.
Article 10: Duration and (Interim) Termination of the Agreement
Article 7:408 of the Dutch Civil Code is, with respect to the Client acting in the exercise of a profession or business, expressly excluded, meaning assignments cannot be cancelled. If the Client does not act professionally, statutory provisions regarding cancellation apply. DEBs WAY is at all times entitled to terminate continuing agreements with immediate effect without being obliged to pay any compensation. After the initial agreed period, the Membership automatically continues for an indefinite period unless otherwise agreed. A Membership expressly entered into for a fixed period with automatic termination ends by operation of law upon expiry of that period.
DEBs WAY has the right to dissolve the agreement with immediate effect by written notification without prior notice of default if: (a) the Client ceases or liquidates its business operations or transfers its activities to a third party without prior written consent; (b) the Client is granted suspension of payment or declared bankrupt, submits a debt restructuring request, or is placed under guardianship; (c) a right belonging to the Client is subject to attachment. Upon termination, all payments owed by the Client to DEBs WAY are immediately and entirely due and payable.
Article 11: Prices and Payment
The offer has been established through mutual agreement; by entering into the agreement, parties deem the prices to be reasonable and fair. Unless otherwise agreed, the Client must pay the total amount in full immediately prior to performance. Unless otherwise agreed, the Client must pay within 14 days of receiving the invoice by bank transfer. Upon exceeding the payment term, DEBs WAY is immediately entitled to charge delay interest of 1% of the principal per month plus extrajudicial collection costs of 15% of the outstanding principal with a minimum of €150 excluding VAT. Without the express written consent of DEBs WAY, the Client may not apply set-off, suspension or withholding.
Agreed prices may be adjusted for price-increasing circumstances beyond DEBs WAY’s control, such as wage increases, purchase price increases, government measures or Euro devaluation. For continuing agreements, DEBs WAY is entitled to increase rates by indexing in accordance with the applicable CBS annual mutation. In any case, DEBs WAY is entitled to implement a price increase of a maximum of 3% once per year without the Client’s consent. For higher increases, a waiting period of 1 month applies during which the Client may dissolve the agreement in writing; otherwise the Client is deemed to have agreed.
Article 12: Intellectual Property and Confidentiality
All rights to the material provided by DEBs WAY remain reserved to DEBs WAY. Nothing from the publications may be reproduced, stored or made public without the express prior written consent of DEBs WAY. It is not permitted to make any material available to third parties. The Client acknowledges that the intellectual property regarding DEBs WAY’s services belongs to DEBs WAY. Without prior written consent, the Client and/or User may not reproduce, publish and/or exploit any content or other intellectual creations of DEBs WAY. DEBs WAY has the right to use knowledge gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties. All parties are obliged to maintain the confidentiality of confidential information received in the context of the agreement, subject to any statutory obligations. If the Client and/or User acts in breach of these obligations, the Client owes DEBs WAY an immediately claimable penalty of €10,000 per breach, without prejudice to DEBs WAY’s right to claim full compensation for damages.
Article 13: Amendments to the General Terms and Conditions
In the case of continuing agreements that terminate by expiry of time, DEBs WAY reserves the right to amend or supplement these general terms and conditions. Amendments shall also apply to agreements already concluded, with due observance of a period of 30 days after announcement. Amendments of minor importance may be made at any time. If the Client does not wish to accept an amendment, she must communicate this in writing before the date on which the new terms take effect.
Article 14: Forum, Choice of Law and Transfer of Rights
DEBs WAY is entitled to transfer its rights and obligations under this agreement to a third party. The Client is not permitted to transfer its rights and obligations to a third party without the written consent of DEBs WAY. Dutch law exclusively applies to this and any other agreement concluded between the parties, including any non-contractual obligations that may arise. In the event of a dispute arising from the agreement, the exclusively competent court is the court in the district in which DEBs WAY has its registered office.