General Terms and Conditions Lifestyle Programme

Article 1. Definitions
1.1. BenFit: The company registered under number 82578168 with the Chamber of Commerce, also the counterparty in the agreement and user of these general terms and conditions.
1.2. Participant: A member and/or client of a Licensee who uses a Program and/or the Material on the advice of the Licensee.
1.3. Licensee: A gym, personal trainer, dietitian, nutrition consultant, or any other (legal) entity that wishes to make the Program available to its members and/or clients, also the counterparty in the Agreement.
1.4. Material: Supporting materials for the Program, including but not limited to texts, drawings, analyses, reports, databases, and computer software.
1.5. New Material: Material created by the Licensee based on BenFit’s Material.
1.6. Agreement: The agreement between the Licensee and BenFit to which these general terms and conditions apply.
1.7. Parties: The Licensee and BenFit collectively.
1.8. Program: The program developed by BenFit that enables a Licensee to offer a nutrition program to its members and/or clients.

Article 2. Applicability
2.1. These general terms and conditions apply to all legal relationships, advice, offers, and Agreements between the Licensee and BenFit.
2.2. Changes, deviations, or additions to these conditions are only valid if and insofar as BenFit has expressly accepted them in writing.
2.3. The applicability of any general terms and conditions of the Licensee is expressly rejected by BenFit.

Article 3. Formation of Agreement
3.1. All registration forms and Agreements are only established if they have been approved and signed by BenFit.
3.2. A Licensee can only enter into an Agreement with BenFit if the Licensee has completed the mandatory training courses prescribed by BenFit.
3.3. Changes and additions to an already established Agreement are only binding and valid if they have been confirmed in writing by BenFit.

Article 4. License and Intellectual Property Rights
4.1. The Licensee acquires a non-exclusive, non-transferable, and immediately revocable right of use from BenFit for the duration of the Agreement for the Material described in the registration form, subject to the conditions and limitations of these general terms and conditions. The Licensee is prohibited from making the Material available to third parties or allowing third parties to use it unless the Material is made available to a Participant or the Licensee allows a Participant to use the Material.
4.2. The Licensee may only use the Material within its own company and its subsidiaries as defined in Article 2:24a of the Dutch Civil Code, with usage limited to the locations and equipment specified in the registration form and for the Licensee’s Participants. The Material may not be used outside the aforementioned locations. The Licensee ensures that its (hired) staff, especially personal trainers, are aware of this.
4.3. The intellectual and industrial property rights to the Material remain expressly reserved to BenFit or its licensors. BenFit has the exclusive right to publish or reproduce the Material, and the Licensee has the exclusive right to use it in accordance with Article 4.2 of these general terms and conditions.
4.4. The Licensee is prohibited from reproducing or copying the Material provided by BenFit, in whole or in part, and from using any derived New Material for its own purposes, unless with the express written permission of BenFit and under the conditions specified in Article 4.5 of these general terms and conditions.
4.5. All intellectual and industrial property rights to New Material shall exclusively vest in BenFit. This transfer takes place hereby and in advance. If a separate deed is required for the transfer, the Licensee guarantees to cooperate with this transfer. Furthermore, the Licensee grants BenFit a special and irrevocable power of attorney to sign the aforementioned deed on its behalf. BenFit will only use this power of attorney if the Licensee fails to fulfill the aforementioned guarantee.
4.6. The Licensee waives any moral rights under the Copyright Act of 1912 associated with New Material whose intellectual and industrial property rights have been transferred to BenFit under the previous clause.
4.7. BenFit grants a license to the Licensee for New Material as referred to in Articles 4.1 and 4.2 of these general terms and conditions.
4.8. During the term of the Agreement, the Licensee is permitted to present itself as an official BenFit partner. In the context of the Program, the Licensee is only allowed to use BenFit’s promotional material to promote the Program. This promotional material will be made available by BenFit upon the Licensee’s request.
4.9. In the event of a breach of the obligations set out in this article by the Licensee, the Licensee shall forfeit an immediately payable and non-reducible penalty of €10,000.00, without prejudice to BenFit’s right to claim damages on any legal basis.

Article 5. Prices and Payment
5.1. Unless expressly stated otherwise, our prices are in Euros and exclusive of VAT.
5.2. Payment of invoices for license fees must be made within thirty (30) days of the invoice date, unless expressly agreed otherwise in writing, in the currency in which we have invoiced.
5.3. The payment term on the invoice is a strict deadline. If payment is not made within this deadline, the Licensee is in default by operation of law without the need for a notice of default or reminder. In that case, extrajudicial collection costs are automatically due in accordance with the rate of the Dutch Bar Association, with a minimum amount of €125.00.
5.4. If payment is not made within the payment term, the Licensee is in default by operation of law and owes statutory (commercial) interest on the full invoice amount. For the calculation of interest, part of a month is considered a full month.
5.5. Failure by the Licensee to meet its payment obligations, whether in whole or in part, gives BenFit the right to suspend compliance or further compliance with the Agreement until the Licensee has fulfilled its payment obligation. In such a case, BenFit has the option, among others, to terminate the license or dissolve the Agreement, without prejudice to BenFit’s right to claim damages on any legal basis.
5.6. All payments of invoices must be made without deduction or set-off to a bank or giro account specified by us.
5.7. Payments made by the Licensee will first be applied to all due interest and costs and then to the oldest outstanding invoices, even if the Licensee states that the payment relates to a later invoice.
5.8. BenFit is entitled to set off amounts due or to be claimed in connection with the Agreement against amounts that BenFit has to claim from the Licensee or owes to the Licensee.

Article 6. Duration and Termination of Agreement
6.1. The Agreement is entered into for the duration specified in the registration form. If no term is specified, the Agreement is entered into for a period of one (1) year. After the initial period, the Agreement is automatically extended for the same period, unless either Party terminates it at least one (1) month before the end of that (extended) period.
6.2. BenFit is entitled, without prejudice to the provisions of the Agreement, to dissolve the Agreement in whole or in part with immediate effect without prior notice of default or notification:
6.2.1. if the Licensee fails to fulfill one or more of its obligations and/or if performance is impossible;
6.2.2. if it is reasonably apparent to BenFit that the Licensee is unwilling or unable to fulfill its obligations;
6.2.3. if the Licensee has applied for suspension of payments, is in a state of suspension of payments, has filed for bankruptcy, is declared bankrupt, has requested the application of the statutory debt restructuring scheme, is subject to the statutory debt restructuring scheme, proceeds to liquidate its business, ceases its activities, or is otherwise insolvent;
6.2.4. if BenFit suffers reputational damage due to the collaboration with the Licensee or if further collaboration with the Licensee is likely to lead to foreseeable reputational damage to BenFit. Whether reputational damage has occurred is at the sole discretion of BenFit. Counter-evidence by the Licensee is excluded.
6.3. In all cases of termination or dissolution of the Agreement, the license expires on the date of termination or dissolution. From that moment on, the Licensee must refrain from using the Material and presenting itself as a BenFit partner.
6.4. Obligations that by their nature are intended to continue after the termination of the Agreement shall remain in effect after termination. Thus, termination of this Agreement expressly does not release the Parties from the provisions regarding intellectual property (Article 4), applicable law, and competent court (Article 11).

Article 7. Complaints
7.1. The Licensee is obliged to report complaints about or visible defects in the license in writing to BenFit within eight (8) days of gaining access. Failure to make a timely complaint will result in the forfeiture of all rights of the Licensee, including but not limited to claims for damages, set-off, and suspension.
7.2. The Licensee has a general duty to investigate other defects than those referred to in Article 7.1 of these general terms and conditions. The Licensee is obliged to report later complaints about detected defects in the license in writing to BenFit as soon as possible, but no later than eight (8) days after discovering the defect or within eight (8) days after the Licensee could reasonably have discovered the defect. Failure to make a timely complaint will result in the forfeiture of all rights of the Licensee, including but not limited to claims for damages, set-off, and suspension.
7.3. A complaint or notification of a defect in the license does not release the Licensee from its payment obligation. Suspension of the payment obligation by the Licensee is excluded.
7.4. The Licensee must report complaints about invoices in writing to BenFit within seven (7) days of the invoice date. Failure to make a timely complaint will result in the forfeiture of all rights of the Licensee, and the complaint will not be considered, and the invoice amount will remain due in full.

Article 8. Warranties and Liability
8.1. Although the Program and the Material have been compiled with the utmost care, BenFit does not guarantee that the Program and Material are free of errors and/or omissions.
BenFit is unaware of the purpose for which the Licensee intends to use the Program and Materials. Therefore, BenFit does not guarantee that the Program and Materials are suitable for the purpose for which the Licensee acquires the rights under these general terms and conditions. Participation in BenFit activities is entirely at one’s own risk. BenFit accepts no liability for damages resulting from participation in a BenFit program by the Licensee or any other party besides the Licensee.
8.2 If and to the extent that the Licensee fails to properly fulfill one or more of its obligations, the Licensee shall be liable to compensate BenFit for any damages suffered or to be suffered by BenFit.
8.3 BenFit shall never be liable to the Licensee for any direct or indirect damage to persons or property, regardless of the cause, unless BenFit expressly acknowledges liability or the damage is the result of intent or gross negligence by BenFit. BenFit is likewise not liable for damages resulting from any oral or written advice or information regarding Programs, unless explicitly acknowledged by BenFit or caused by intent or gross negligence on BenFit’s part.
8.4 If BenFit is found liable for any damages, the total compensation will never exceed the value of the license fees (excluding VAT and any government-imposed levies) actually paid by the Licensee and received by BenFit in the two (2) months prior to the event causing the damage.
8.5 The Licensee shall indemnify BenFit against any claims from Participants or other third parties for compensation of damages that are (partly) the result of the Licensee’s failure to meet its obligations under these terms or any attributable act or omission by the Licensee.
8.6 The limitations and exclusions of liability in this article and elsewhere in these general terms and conditions shall also apply for the benefit of all (legal) persons engaged by BenFit in the execution of the Agreement. This includes agents, resellers, and distributors used by BenFit.

Article 9. Non-Competition and Non-Solicitation of BenFit Relations
9.1 For a period of three (3) years after termination or dissolution of the Agreement, the Licensee shall refrain from approaching other licensees and/or suppliers of BenFit with the intent to encourage them to sever ties or agreements with BenFit, or to attempt to acquire them as customers.
9.2 The Licensee shall not engage in, either directly or indirectly, any activities considered competitive with BenFit’s services within the Netherlands during the term of the Agreement and for a period of three (3) years thereafter, regardless of whether these activities are carried out in employment, as a self-employed person, agent, representative, distributor, etc.
In case of a breach of this article, the Licensee shall forfeit an immediately payable and non-reducible penalty of €10,000, plus an additional €5,000 for each day the violation continues, without prejudice to BenFit’s right to claim additional damages.

Article 10. Force Majeure
10.1 BenFit cannot be held liable for failure to fulfill its obligations if this is due to one or more unforeseeable or unavoidable circumstances, including but not limited to: strikes, business occupation, operational failure or disruption of any kind, blockades, civil unrest, war or similar situations, explosions, fire, power outages, leaks of hazardous gases or substances, natural disasters, or government actions. Inability to pay on the Licensee’s part does not qualify as force majeure.
10.2 If either party is temporarily unable to fulfill its obligations due to force majeure, they have the right to suspend the performance of the Agreement for the duration of the force majeure situation.
10.3 If the Licensee or BenFit is permanently unable to meet their obligations due to force majeure (lasting more than sixty (60) calendar days), either party may terminate the Agreement.

Article 11. Miscellaneous Provisions
11.1 The Agreement and any related agreements shall be governed exclusively by Dutch law. Disputes arising from this Agreement or related agreements shall be submitted to the competent court in the district where BenFit is established.
11.2 In the event of a dispute, the initiating party must notify the other party in writing of the dispute, including a brief description of the subject of the dispute.
11.3 The rights and obligations of the Licensee under this Agreement are not transferable to third parties, as stated in Article 3:83 paragraph 2 of the Dutch Civil Code. BenFit, however, reserves the right to transfer its rights and obligations under the Agreement to a third party.
11.4 If any provision of these general terms and conditions is declared null and void or invalid, the remaining provisions shall remain in full force and effect. In such cases, BenFit shall draft a new provision that most closely reflects the original intent of the void or invalid provision.
The lifestyle program offered to you is the property of BenFit.