General Terms and Conditions
Article 1. Definitions
1.1 Code Red: the sole proprietorship, with its registered office situated at (3202 GN) Spijkenisse, at the, at the Winston Churchillaan 7 G, registered with the Dutch Chambers of Commerce Winston Churchillaan 7 G, registered with the Dutch Chambers of Commerce under the number 77891759.
1.2 The client: the natural person or entity who instructs Code Red for the performance of services for the benefit of the client or on its behalf.
1.3 Service: all services in relation to training, advice and guidance in relation to addiction care and personal development.
1.4 Agreement: any and each written agreement between Code Red and the client for the services for the client or on its behalf.
1.5 Party or parties: Code Red or the client or Code Red and the client jointly.
1.6 Written: any written communication, amongst others any communication via email and digital correspondence, provided that the identity and the authenticity of the sender are sufficiently proven.
Article 2. Applicability
2.1 These Terms and Conditions are applicable to all offers, agreements, services and any other actions provided by Code Red, amongst others, but not limited to, extensions. These Terms and Conditions are also applicable to any follow up agreement and/or in the event of extra work. Any deviations to these Terms and Conditions are only applicable in the event that parties have agreed to this in writing.
2.2 These Terms and Conditions are also applicable in the event of performance of the services by third parties, whom services are engaged for the purposes of the agreement between the parties.
2.3 Any type of Terms and Conditions by the client or any other party, other than the Terms and Conditions of Code Red, are hereby explicitly rejected.
2.4 In the event of a conflict between these Terms and Conditions and what is stipulated in the agreement, what is agreed upon in the agreement shall prevail.
2.5 The most recent version of these Terms and Conditions are applicable. Code Red shall retain the sole right to amend these Terms and Conditions. Amendments shall only be applicable for already existing agreements. These amendments shall only be binding upon being declared applicable and after these Terms and Conditions are provided to the client. In the event of material amendments and such amendments not being agreed with by the client, the client shall retain the right to terminate the agreement in writing, no later than on the date prior to the commencement date of the amended Terms and Conditions. Termination of the agreement is not possible if the amendments are minor, not material and necessary based on rules and regulations.
2.6 In the event that one or more provisions of these Terms and Conditions appear to be partially or fully void, or declared invalid by a judge, this will leave the remainder of the terms unaffected. Parties shall then jointly determine a new provision to replace the void and/or to be amended clause in the same vein as the original provision. In the event of an agreement, Code Red shall amend the provision, which amendment shall meet the purpose and objective as the working method by Code Red.
2.7 Code Red may at its own discretion deviate from these Terms and Conditions. In this event, the client may never derive any right from this deviation. Deviation is only applicable to what is agreed upon in writing and is not applicable to other existing or yet to be entered into provisions and/or agreements.
Article 3. Privacy
3.1 Code Red is bound to observe confidentiality in relation to personal information provided by the client and shall ensure to secure and protect such information, preventing third parties to obtain access to the personal information.
3.2 The personal information provided by the client shall be processed for the purposes of providing services to the client and the communications thereof.
3.3 Personal information shall not be shared with third parties unless explicit approval is provided by the client.
3.4 The client retains the right to request access, rectification and/or deletion of the data of the client. Any request by the client for deletion of the personal data during the performance of services, shall have consequences for the performance by Code Red.
Article 4. Services
4.1 Code Red provides the following, but not limited to, the services and support in relation to addiction and mental health:
- Discussions and coaching, online or on location
- Living in Counsellor / Living Coach, for the temporarily mentoring and stay throughout daily activities
- Family counselling and interventions, including advice and support during discussions with the relevant client or the natural person with the addiction or mental problems
- Case management, and monitoring of recovery and treatment trajectory
- Sober Companion, guidance during trip to treatment facilities
- Recovery Coaching, support during recovery and maintenance of sobriety
- Training, workshops, all of the beforementioned in relation to addiction and mental health
4.2 Code Red may perform services upon request from third parties, such as, but not limited to, clinics and other health facilities for support in guidance and the healing process.
4.3 The services provided by Code Red are explicitly for the purpose of guidance and support. THE SERVICES BY CODE RED MAY IN NO CONDITION BE REGARDED AS MEDICAL OR THERAPUTICAL SERVICES. THE CLIENT MUST CONSULT WITH A MEDICAL PROFESIONAL.
Article 5. Offers and quotations
5.1 Code Red prepares a quote after an introductory meeting. The request for assistance shall be discussed as well as defining the objectives.
5.2 All offers and quotations provided by Code Red are applicable as issued. Deviations thereof are only possible if and when Code Red has confirmed this in writing. Offers and quotations are always non-binding; no rights may be derived from the provided offer and quotation. Any offer provided by Code Red shall remain applicable for the duration of 30 days as of the date of the offer.
5.3 No extra work is included in the quotation. Services that are not included in the offer may not be regarded as part of the offer.
5.4 In the event that Code Red is requested to provide a composed quotation, this shall not oblige Code Red in any ways to provide a part of the services against a part of the quotation. The client shall remain at all times responsible for the fully accepted offer.
5.5 Code Red cannot be held to any offer if the client understands or reasonably could have understood that the offer, and/or parts thereof, contain an apparent error, printing, spelling, typographic or other errors.
5.6 Offers are not automatically applicable to any future assignment and are not applicable outside of the time limit of the offer.
Article 6. Formation of the agreement
6.1 An agreement shall be concluded between the parties after the offer has been made by Code Red through email and upon acceptance thereof by the client followed by a confirmation via email by Code Red. In the event that the client has not received a confirmation, no agreement has been reached and concluded. In the event of online services, the full service can be performed online. In the latter case, the agreement shall be concluded after the payment has been performed in full followed by a written confirmation by Code Red.
6.2 If the acceptance by the client appears to deviate from the offer by Code Red, regardless whether in full or partially, the agreement shall be concluded if Code Red accepts these deviations in writing. The client may not appeal to the performance of the deviated acceptance if these deviations are not accepted by Code Red.
6.3 Any agreements shall become binding upon written confirmation by Code Red or in the event that Code Red has commenced the services prior to any confirmation and no objections has been made by the client.
6.4 Deviations of the agreement are only applicable if and insofar as these are agreed upon in writing by the parties. Any deviations may be subject to a change in price and duration of performance. The client shall then be bound and liable for these obligations. Deviations that may lead to exceeding of the execution period, shall be regarded as force majeure.
6.5 Code Red shall inform the client immediately or at least as soon as possible if and in the event that deviation appears to be necessary for the execution of the agreement. In the latter event, the parties shall timely discuss the necessary deviations and amend the agreement accordingly.
Article 7. Information and execution of the agreement
7.1 The client is obliged to provide all relevant and necessary information that is needed for the correct, complete, timely, safe, uninterrupted or continuous and correct execution of the agreement by Code Red. The client is at all times responsible for the provided information and must ensure that these are correct, full and reliable, regardless of whether they are provided by the client directly or indirectly through third parties. Any deviations to the beforementioned must be informed to Code Red.
7.2 The client shall remain responsible and liable at all times for any consequences that shall derive from any wrong, incorrect or unreliable information provided to Code Red.
7.3 If and in the event that the necessary and relevant information is not provided timely and/or in the right format as prescribed, Code Red shall retain the right to delay the execution or to not enter into the agreement.
7.4 If the agreement has been entered into but no execution thereof is possible due to the absence of the necessary information, the client shall be responsible and liable for any additional cost due to this delay.
7.5 The services provided by Code Red are custom made based on the information as provided by the client. It is therefore of the importance that the client meets all requirements in paragraph 1 to 4 of this article. Code Red retains the right to amend its services if the provided information appears to be incorrect or incomplete. Code Red shall retain the right in the latter event to also charge extra work and the right to amend the terms.
7.6 The client is always responsible for applying the services Code Red provides to the client and only for the purpose for which they were provided. Any deviation thereof shall be at the client’s own risk and liability.
7.7 Code Red shall determine how the agreement shall be executed and by whom, for which it is possible that the services of a third party shall be engaged after approval by the client. Code Red will perform its services to the best of its knowledge and ability, exercising due care and professionalism. Code Red shall perform its services based on best-efforts, and expressly not based on performance obligations. Therefore, Code Red cannot be held liable for disappointing results and/or not meeting the desired objectives based on the performance of the agreement, guidance and/or coaching by Code Red.
7.8 While Code Red shall perform the services independently and on its own, Code Red shall retain the right to engage third parties for the (partial) execution of the service. The relevant third party shall have the same qualities as Code Red. These terms and conditions shall also apply to the services provided by the third party engaged by Code Red.
7.9 The deadlines within which the services shall be executed are indicative only and not strict deadlines. Exceeding of such terms shall not constitute a breach of contract on the part of Code Red and shall not form any grounds for termination of the agreement. If Code Red exceeds the execution term, the customer must notify Code Red of the default while providing a reasonable period to comply. Code Red is never liable for any compensation for any damages resulting from the exceeding of the execution term.
7.10 Cancellation of a scheduled session or permanently cancellation of the services must take place no later than 24 hours prior to the scheduled session.
Article 8. Price, payment and collection
8.1 The prices of the services provided by Code Red are including BTW (VAT). The prices are excluding BTW (VAT) for business clients. Any additional costs such as, but not limited to, travel, expenses, parking, administration and third-party costs are not included and shall be invoiced additionally.
8.2 Payment must be performed at all times in advance. Payment in terms is only permitted upon written approval and confirmation by Code Red.
8.3 Invoices must be paid within 7 days.
8.4 Code Red shall retain the right to amend its prices at any time if deemed necessary. The customer shall retain the right to terminate the agreement as of the date of the increase of the price if and in the event the prices of the offered services shall increase after the agreement has been concluded. The beforementioned shall not be applicable in the event that the increase of the price is related to laws and regulations.
8.5 If during the execution of the agreement it appears that the originally estimated or expected amount of work appears to be insufficient, Code Red shall inform the client as soon as possible and make a new offer. If the client does not agree to this new offer, Code Red shall cease the services in relation to the additional services being the part of the not-accepted offer. Deviations of the beforementioned is only possible if Code Red agrees to this prior and in writing.
8.6 Any objections on the invoice shall not suspend the payment obligation, except for mandatory legal provisions in relation to consumer protection.
8.7 Payments will be made without deduction, settlement or suspension for any reason whatsoever, except for mandatory legal provisions in relation to consumer protection.
8.8 If the customer fails to pay previous invoices, Code Red is entitled to suspend performance of the agreement with immediate effect or to terminate the agreement in writing, in accordance with the agreed payment terms, without prior notice of default being required.
8.9 If no (timely) payment is received by Code Red and a payment arrangement has been agreed upon, the client shall receive a written default for which the client must perform the full payment within 14 days. This term shall commence as of the date that the default is received by the client.
8.10 If no payment is made after written notice of default, as referred to in article 8.9, the client will be in default for which Code Red will be entitled to charge the customer statutory interest and collection costs as of the due date until the date of total settlement of the invoice.
8.11 In the event of multiple overdue payments, any payments made by the client will first be deducted from the outstanding payments for which the client may not make any claims for payment of a subsequent service as long as and for the duration of outstanding invoices until all invoices are settled.
8.12 All price and rates are subject to any print, layout, typographical, pricing and other errors. Code Red accepts no liability for the consequences of any of the beforementioned errors and shall in any event not oblige Code Red to perform its services at the incorrect price.
Article 9. Withdrawal, cancellation and suspension
9.1 The one-on-one services provided by Code Red are tailor made, for which all services by Code Red shall be performed in agreement with the client and/or based on the needs of the customer. It is therefore not possible to appeal to the right of withdrawal.
9.2 The right to appeal to withdrawal is online possible for online programs provided that the program has not commenced at the moment of the appeal and is not yet (fully) delivered within 14 days. Within this period of 14 days, the client can appeal to its right to withdrawal for which the full paid amount shall be reimbursed. The right to withdrawal is only applicable to consumers, not being and/or acting for an entity.
9.3 In the event of cancellation by the client being a consumer, all work performed by Code Red and all expenditure incurred must be paid by the client. The beforementioned with the minimum threshold of 30% of the total amount. If the cancellation is performed by the client being an entity, alle costs shall remain payable in full (100%).
9.4 The client must pay a cancellation fee based on the following percentages of the total payable amount of the services in the event of cancellation of live days and/or events:
- Cancellation within 7 days of commencement of the service: 100% of the total amount;
- Cancellation within 14 days of commencement of the service: 75% of the total amount;
- Cancellation within 30 days of commencement of the service: 50% of the total amount;
- Cancellation within 60 days of commencement of the service: 25% of the total amount;
- More than 60 days prior to commencement of the service: administration fee. Tickets can be transferred to any third party provided that Code Red has provided its prior consent.
9.5 Appointments for one-on-one sessions can be transferred free of charge when Code Red is notified at least 24 hours in advance.
9.6 Code Red retains the right to suspend its obligations until all claims that have become due are paid by the client in the event that (1) the client does not (fully) meet the obligations arsing under the agreement and/or (2) Code Red has taken notice of circumstances that gives Code Red good reasons to fear that the client will not (properly) fulfil its obligations.
Article 10. Termination and dissolution
10.1 Code Red is authorized to terminate or dissolve the agreement if any circumstances arise that are of such a nature that compliance with the agreement is impossible due to the actions of the client or that compliance cannot reasonably be expected based on ground of reasonability and fairness.
10.2 Dissolution of the agreement must be performed based on written notice provided to the other party and does not require judicial intervention.
10.3 Any outstanding claims that Code Red has on the client, shall become immediately due and payable upon termination or dissolution of the agreement.
10.4 If the agreement ceases to exist for whatever reason, all existing rights and obligations shall remain applicable, except in the event that the agreement is declared void.
Article 11. Force Majeure
11.1 Force majeure exist in the event of a circumstance that is not attributable to the fault of any party, nor based on the law, nor based on a legal act, nor based on a generally accepted opinion.
11.2 Force majeure in these terms and conditions are understood as any circumstance that is not attributable to the fault of Code Red, nor based on the law, nor based on a legal act, nor based on a generally accepted opinion. Besides the beforementioned explanation, force majeure can also be understood as any external causes, foreseen or unforeseen, to which Code Red cannot reasonably exercise any control, but which prevents Code Red from complying with its obligations in full or in part or in a timely fashion.
11.3 If and in the event that force majeure is the cause leading to the execution of the agreement by Code Red appears to be impossible, Code Red shall be entitled to postpone the execution. Code Red shall use its best efforts to perform the service(s) through an alternative solution.
11.4 In the event that force majeure occurs after Code Red has already executed the agreement partially, or that part of the execution appears to be possible, Code Red shall be entitled to the invoiced amount in proportion to the provided or to be provided services, for which the client must perform any outstanding payments.
11.5 If a situation of force majeure lasts at least 30 days or that it may have a longer/permanent duration, both parties are entitled to (partially) terminate the agreement without any judicial interference, by giving the other party a written notice, and without any right to compensations.
Article 12. Intellectual Property
12.1 Code Red is the sole owner of all current and future registered and unregistered Intellectual property rights, related to, but not limited to its name and logo, as well as any related rights derived from civil law. The beforementioned shall also apply to in the future to be developed methods.
12.2 The client is not permitted to breach the rights as mentioned in paragraph 1 of this article. Any such breach shall be regarded as a breach on the rights of Code Red, for which Code Red shall be entitled to enforce its rights and claim damages compensation.
Article 13. Liability and indemnification
13.1 Participation to the services provided by Code Red is done at Client’s own risk. In the event of damage suffered by the Client, which is demonstrably the result of actions or omissions by Code Red in the performance of the services, Code Red’s liability will cover only direct damages, which shall be limited to the invoice amount paid by the client, or a maximum amount equal to the amount claimable in the relevant case as covered by the liability insurance, provided that the insurer provides coverage. Liability does not apply to indirect damage.
13.2 The client is responsible for the proper adherence to the advice provided by Code Red. Code Red cannot be held liable for any damages deriving from failure to properly observe instructions by Code Red and/or any damages derived due to information provided by the client that is inaccurate. Any damages arising out of wrongful conduct and/or wrongful acts, shall remain entirely the responsibility of the client.
13.3 In addition to article 7 paragraph 7, the client cannot hold Code Red liable for failure by the client to (not) properly observe and follow instructions provided by Code Red, disappointing results and/or not achieving the objectives pursued.
13.4 Any information shared by Code Red through its website, social media or whatever type of medium, shall be regarded as general information and may not be regarded by the client as information specifically applicable to the client. The client may not regard said information as direct advice. If and in the event the client uses and/or acts upon the general information as if it is specific information provided to the client, this shall be at the client’s own risk. In the event of doubt, the client should at all times consult Code Red and/or a medical professional.
13.5 Code Red shall take utmost care based on its best knowledge and ability while performing its services. The client is aware of the fact that the services provided by Code Red consist only and exclusively of guidance and support. If the guidance (also) concerns a third party, such as, but not limited to the person with an addiction or mental health problems, this third party shall remain responsible and liable at all times for its own choices, behaviour and actions. The consequences deriving from the choices and actions by this third party can never be attributed to Code Red. Code Red can therefore not be held liable and/or responsible in any which way for the actions and omissions by this third party, nor for any consequences arising therefrom.
13.6 A claim for compensation of damage should ultimately be filed with Code Red by the client within 30 days after the damage has been discovered or reasonably could have discovered the damage. Should Code Red not receive the claim for compensation timely, the right to claim compensation shall expire. In contrary to legal terms and limitation, the term of limitation for all claims shall be one year.
13.7 The provisions set forth in this article do not apply in the event of gross negligence or intent by Code Red.
Article 14. Confidentiality
14.1 Code Red may receive confidential information from the client, other than what is stipulated in article 3, during the performance of the agreement. Code Red will always ensure utter care of this confidential information and shall refrain from sharing such information with any third party.
14.2 Confidentiality is not applicable in the event that the information that was already known, known to Code Red prior to having received the information by the client, or in the event that the information is sought and/or requested by an organisation with local or international authority.
Article 15. Complaints
15.1 If the client is not satisfied with the performance of the services by Cod Red, the client must inform Code Red of this in writing within 14 days of the performance or within 14 days after discovery of the default, provided that the client can provide proof that it could not have reasonably discovered the default any time sooner. Code Red shall assess and address the complaint within 14 days of receipt.
15.2 Complaints do not suspend the payment obligation of the client, except for mandatory provisions for consumers.
15.3 In the event that the complaint is not timely filed by the client, all rights in connection with the complaint will become null and void.
15.4 Code Red should be enabled to investigate the complaint. In the event that the complaint is justified, Code Red shall provide any of the following remedies, namely improvement of the services, provide additional services, or partial reimbursement, all the beforementioned such at the discretion of Code Red.
15.5 Complaints can be sent via email through contact@codered.family.
Article 16. Applicable law and competent court
16.1 All agreements and these terms and conditions, applicable between parties, as well as any possibly dispute arising therefrom, are exclusively governed by Dutch law.
16.2 The applicability of the Vienna Sales Conventions or any other international law and regulations are explicitly excluded.
16.3 Parties shall perform reasonable effort to reach an amicable solution in the event of a dispute.
16.4 The Dutch Court in the district where Code Red has its seat, has the exclusive authority to examine any claims between parties.