Fast Lane Vitality B.V. (hereinafter: Fast Lane Vitality) is registered with the Chamber of Commerce under number 87183676 and is located at Goeman Borgesiuslaan 77 (3515ET) in Utrecht.

Article 1 – Definitions

1. In these general terms and conditions the following terms are used in the following sense unless explicitly indicated otherwise.

2. Offer: every offer or quotation to the Customer to perform Services by Fast Lane Vitality.

3. Company: The natural or legal person acting in the course of a profession or business.

4. Consumer: The natural person not acting in the exercise of a profession or business.

5. Client or Participant: The natural person who actually participates in a Fast Lane Vitality Service. This also includes an employee of the Customer.

6. Services: The services offered by Fast Lane Vitality consist of: coaching, business psychology as well as providing training and courses.

7. Service Provider: Bob Caris h.o.d.n. Fast Lane Vitality, incorporated under Dutch law, established in the Netherlands and offering Services to the Customer hereinafter referred to as: Fast Lane Vitality.

8. Customer: the natural or legal person acting in the course of a profession or business who has appointed Fast Lane Vitality, has granted projects to Fast Lane Vitality for Services to be performed by Fast Lane Vitality, or to whom Fast Lane Vitality has made a proposal based on an Agreement.

9. Agreement: every Contract and other obligations between the Customer and Fast Lane Vitality, as well as proposals by Fast Lane Vitality for Services provided by Fast Lane Vitality to the Customer which are accepted by the Customer and have been accepted and implemented by Fast Lane Vitality with which these General Terms and Conditions form an indissoluble whole.

Article 2 – Applicability

1. These general terms and conditions apply to every Fast Lane Vitality offer, every Contract between Fast Lane Vitality and the Customer and every service offered by Fast Lane Vitality.

2. Prior to the conclusion of an Agreement, the Customer will be provided with these general terms and conditions. If this is not reasonably possible, Fast Lane Vitality will indicate to the Customer how the Customer can view the general terms and conditions.

3. Deviation from these general terms and conditions is not possible. In exceptional situations it is possible to deviate from the general terms and conditions as far as this has been explicitly agreed in writing with Fast Lane Vitality.

4. These general terms and conditions also apply to additional, modified and follow-up assignments from the Customer.

5. The general terms and conditions of the Customer are excluded.

6. If one or more provisions of these general terms and conditions are partially or entirely void or nullified, the other provisions of these general terms and conditions shall remain in force, and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.

7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions shall be assessed and explained in the spirit of these general terms and conditions.

8. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.

9. If in these general terms and conditions reference is made to she/he/him, this should also be construed as a reference to he/she/it, if and insofar as applicable.

10. In the event that Fast Lane Vitality has not always demanded compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.

Article 3 – The Offer

1. All Offers made by Fast Lane Vitality are without obligation, unless otherwise expressly indicated in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.

2. Fast Lane Vitality is only bound to an Offer if it is confirmed in writing by the Customer within 30 days. Nevertheless Fast Lane Vitality is entitled to refuse an agreement with a (potential) Customer for good reason.

3. The offer contains a description of the Services offered. The description is sufficiently specified to enable the Customer to make a proper assessment of the offer. Any details in the offer are only indicative and cannot be a ground for any compensation or dissolution of the Contract.

4. Prior to the conclusion of the Agreement, it will be determined, whether or not in consultation with the Client and on the basis of an intake interview, which Service best suits the Client.

5. Offers or quotations do not automatically apply to follow-up assignments.

6. Delivery times in Fast Lane Vitality’s offers are in principle indicative and when exceeded do not entitle the Customer to rescission or compensation, unless explicitly agreed otherwise.

Article 4 – Conclusion of the Agreement

1. The Contract is concluded at the moment that the Customer has accepted an offer or contract from Fast Lane Vitality by returning a signed copy (scanned or original) to Fast Lane Vitality, or by giving an explicit and unambiguous agreement to the offer by email.

2. Before Fast Lane Vitality starts with the Services an intake interview will take place, unless otherwise agreed upon. The Customer must inform Fast Lane Vitality during the intake or in any case prior to commencement of the Services of all circumstances that are or could be important including any points and priorities for which the Customer requires attention. The Client will receive the package that best suits his needs.

3. Fast Lane Vitality is not bound to an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Customer cannot derive any rights from this mistake or clerical error.

4. If the Client cancels an order that has already been confirmed, the actual costs incurred (including time spent) will be charged to the Client.

5. Every Contract entered into with Fast Lane Vitality or a project assigned to Fast Lane Vitality by the Customer is vested in the company and not in an individual person associated with Fast Lane Vitality.

6. The Customer’s right of withdrawal is excluded unless otherwise agreed upon.

7. If the Contract is entered into by several Customers, each Customer is individually jointly and severally liable for the fulfillment of all obligations resulting from the Contract.

Article 5 – Duration of the Agreement.

1. The Agreement is entered into for an indefinite period, unless the content, nature or purport of the assignment implies that it is entered into for a definite period. The duration of the assignment also depends on external factors including but not limited to the quality and timely delivery of the information obtained by Fast Lane Vitality from the Customer.

2. Both the Customer and Fast Lane Vitality can rescind the Contract on the grounds of an attributable shortcoming in the fulfilment of the Contract if the other party has been given a written notice of default and has been given a reasonable period to fulfil his obligations and if he then fails to fulfil his obligations correctly. This also includes the Customer’s payment and cooperation obligations.

3. The dissolution of the Contract will not affect the payment obligations of the Customer insofar as Fast Lane Vitality has already performed work or delivered services at the time of the dissolution. The Customer must pay the agreed compensation.

4. Interim termination of the Agreement is not possible, unless otherwise agreed.

5. If a Customer, for whatever reason or circumstances, wishes to terminate the Agreement or appointment, before the Service has ended, the Customer shall owe the full amount for the Service. Restitution of monies already paid is not possible.

6. Both the Customer and Fast Lane Vitality can terminate the Agreement without further notice in writing with immediate effect in case one of the parties is in suspension of payment, bankruptcy is applied for or the company concerned ends by liquidation. If a situation as mentioned above occurs, Fast Lane Vitality is never obliged to refund monies already received and/or compensation for damages.

Article 6 – Execution of the service

1. Fast Lane Vitality will make every effort to execute the agreed service with the greatest possible care, as may be expected of a good service provider. Fast Lane Vitality guarantees professional and independent service provision. All Services are executed on the basis of an obligation of best efforts, unless a result has been explicitly and in writing agreed upon which has been described in detail.

2. The Agreement on the basis of which Fast Lane Vitality executes the Services is leading for the scope and extent of the service provision. The Agreement will only be executed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services executed in connection with the Agreement.

3. The information and data provided by the Client are the basis on which the Services offered by Fast Lane Vitality and the prices are based. Fast Lane Vitality has the right to adjust its services and prices if the information provided proves to be incorrect and/or incomplete.

4. When performing the Services, Fast Lane Vitality is not obliged or required to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for Fast Lane Vitality, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.

5. Fast Lane Vitality is entitled to engage third parties for the performance of the Services at its own discretion.

6. If the nature and duration of the assignment require this, Fast Lane Vitality will keep the Client informed of the progress in the agreed manner.

7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established planning. Fast Lane Vitality is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided it in a timely manner or in the desired format, has not provided sufficient cooperation, a possible advance payment has not been received by Fast Lane Vitality in a timely manner or there is a delay due to other circumstances, which are at the expense and risk of the Client, Fast Lane Vitality is entitled to a reasonable extension of the delivery period. All damage and additional costs resulting from a delay due to a cause as mentioned above are at the expense and risk of the Client.

8. In the context of the execution of the Agreement, Fast Lane Vitality offers various Services that are aimed at the reintegration process of the Client as well as stabilizing a situation in which the Client finds himself.

9. The Services are provided on the basis of the intake interview and the objectives to be achieved by the Client.

10. The Client and/or Principal is obliged to fully cooperate in the execution of the Agreement. Client and/or Principal must enable Fast Lane Vitality to execute the Agreement and ensure that it does not cause any hindrance to the safety of Fast Lane Vitality in the broadest sense of the word, as well as the working conditions.

11. Fast Lane Vitality must adhere to the professional code of the Dutch Institute of Psychologists (Nip), the Dutch Order of Professional Coaches and the Healthcare Psychologist.

Article 7 – Obligations of the Client

1. The Client is obliged to provide all information requested by Fast Lane Vitality as well as relevant attachments and related information and data in a timely manner and/or before commencement of the work and in the desired form for the purpose of a correct and efficient execution of the Agreement. Failure to do so may result in Fast Lane Vitality being unable to realise a full execution and/or delivery of the relevant documents. The consequences of such a situation shall at all times be at the expense and risk of the Client.

2. Fast Lane Vitality is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Fast Lane Vitality responsible for the accuracy and completeness of the information compiled by Fast Lane Vitality for third parties and/or provided to third parties in the context of the Agreement.

3. Fast Lane Vitality may, if this is necessary for the execution of the Agreement, request additional information. In the absence of this, Fast Lane Vitality is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for damages on any grounds whatsoever to the Client. In the event of changed circumstances, the Client must notify Fast Lane Vitality of this immediately, or at the latest 3 working days after the change has become known.

4. The Client or Customer must observe the house rules used by Fast Lane Vitality at all times. The house rules are in any case present at Fast Lane Vitality’s location.

Article 8 – Advice

1. Fast Lane Vitality can, if instructed to do so, draw up advice, a plan of approach, design, report, planning and/or reporting for the purpose of providing services. The content of this is not binding and is only advisory in nature, but Fast Lane Vitality will observe its duties of care. The Client decides for itself and on its own responsibility whether it follows the advice.

2. The advice provided by Fast Lane Vitality, in whatever form, can never be regarded as binding advice.

3. The Client is obliged to assess proposals provided by Fast Lane Vitality at the first request of Fast Lane Vitality. If Fast Lane Vitality is delayed in its work because the Client does not or does not timely provide an assessment of a proposal made by Fast Lane Vitality, the Client is at all times responsible for the consequences thereof, such as delay.

4. The nature of the service provision means that the result is at all times dependent on external factors that can influence the reports and advice of Fast Lane Vitality, such as the quality, correctness and timely delivery of required information and data from the Client and its employees. The Client guarantees the quality and the timely and correct delivery of the required data and information.

5. The Client will inform Fast Lane Vitality in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.

Article 9 – Coaching, Training and/or Course

1. If an order has been given for this, Fast Lane Vitality can provide coaching for the Client and its employees. If coaching is referred to hereinafter, this also includes training/course. Fast Lane Vitality is entitled to limit the number of participants.

2. The coaching session will take place at the Client’s location. If the coaching session takes place at the Client’s location, the Client is obliged to make the facilities required for the coaching available in a timely manner. If a coaching session cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences thereof will be at the expense and risk of the Client. Fast Lane Vitality is also entitled to give instructions regarding the suitability of the location and the facilities present there before the start of the coaching session.

3. The Client or Participant is obliged to be present at the location in question at least 10 minutes before the start of the coaching session.

4. The content of the coaching session offered by Fast Lane Vitality and the advice provided during the coaching session are not binding and are only advisory in nature, but Fast Lane Vitality will observe its duties of care. The coaching session will be tailored to the wishes of the Client as well as the needs of the participant(s) concerned as much as possible.

5. The Client will inform Fast Lane Vitality in writing prior to the start of the coaching session of all circumstances that are or may be important, including any points and priorities that the Client wishes to have attention for.

6. Fast Lane Vitality is entitled to cancel the coaching session or move it to another date if there are too few registrations. It is at the sole discretion of Fast Lane Vitality to move the coaching session. If the Client is not available on the new date, the Client is entitled to a pro rata refund of any money already paid or can participate in the coaching session on another date. The parties will consult on this. If there are too many registrations, Fast Lane Vitality is entitled to have the coaching session take place in multiple sessions. If applicable, the aforementioned situation will be discussed with the Client in a timely manner.

Article 10 – Additional work and changes

1. If during the execution of the Agreement it appears that the Agreement needs to be adjusted, or if additional work is required at the request of the Client to achieve the desired result of the Client, the Client is obliged to pay for this additional work according to the agreed rate. Fast Lane Vitality is not obliged to comply with this request, and may require the Client to conclude a separate Agreement for this purpose and/or to refer to an authorised third party.

2. If the additional work is the result of negligence on the part of Fast Lane Vitality, Fast Lane Vitality has made an incorrect assessment or could reasonably have foreseen the work in question, these costs will not be charged to the Client.

Article 11 – Prices and payment

1. All prices are in principle exclusive of sales tax (VAT), unless otherwise agreed.

2. Fast Lane Vitality performs its services in accordance with the agreed rate.

3. The Client is obliged to fully reimburse the costs of third parties that are deployed by Fast Lane Vitality after approval by the Client, unless expressly agreed otherwise.

4. The parties may agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before the performance of the services is commenced.

5. The Client cannot derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.

6. If and to the extent that a fixed price has been agreed for the performance of certain Services and the performance of those Services leads to additional work that cannot reasonably be deemed to be included in the fixed price, Fast Lane Vitality is entitled to charge these costs to the Client, after consultation with the Client.

7. Fast Lane Vitality is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and to the extent that these are expressly stated in the Agreement.

8. The Client must pay these costs in one go, without settlement or suspension, within the specified payment term of no later than 30 days as stated on the invoice to the account number and details of Fast Lane Vitality made known to it.

9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 12 – Collection policy

1. If the Client fails to meet its payment obligation and has not met its obligation within the specified payment term, the Client is in default by operation of law.

2. From the date that the Client is in default, Fast Lane Vitality will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with article 6:96 BW to be calculated according to the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.

3. If Fast Lane Vitality has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. The full legal and execution costs incurred are also for the account of the Client.

Article 13 – Privacy, data processing and security

1. Fast Lane Vitality handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Fast Lane Vitality will inform the person concerned about this.

2. The Client is responsible for the processing of data that is processed using a service of Fast Lane Vitality. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, Client indemnifies Fast Lane Vitality against any (legal) claim related to this data or the performance of the Agreement.

3. If Fast Lane Vitality must provide for security of information on the basis of the Agreement, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 11 – Prices and payment

1. All prices are in principle exclusive of sales tax (VAT), unless otherwise agreed.

2. Fast Lane Vitality performs its services in accordance with the agreed rate.

3. The Client is obliged to fully reimburse the costs of third parties that are deployed by Fast Lane Vitality after approval by the Client, unless expressly agreed otherwise.

4. The parties may agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before the performance of the services is commenced.

5. The Client cannot derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.

6. If and to the extent that a fixed price has been agreed for the performance of certain Services and the performance of those Services leads to additional work that cannot reasonably be deemed to be included in the fixed price, Fast Lane Vitality is entitled to charge these costs to the Client, after consultation with the Client.

7. Fast Lane Vitality is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and to the extent that these are expressly stated in the Agreement.

8. The Client must pay these costs in one go, without settlement or suspension, within the specified payment term of no later than 30 days as stated on the invoice to the account number and details of Fast Lane Vitality made known to it.

9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 12 – Collection policy

1. If the Client fails to meet its payment obligation and has not met its obligation within the specified payment term, the Client is in default by operation of law.

2. From the date that the Client is in default, Fast Lane Vitality will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with article 6:96 BW to be calculated according to the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.

3. If Fast Lane Vitality has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. The full legal and execution costs incurred are also for the account of the Client.

Article 13 – Privacy, data processing and security

1. Fast Lane Vitality handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Fast Lane Vitality will inform the person concerned about this.

2. The Client is responsible for the processing of data that is processed using a service of Fast Lane Vitality. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, Client indemnifies Fast Lane Vitality against any (legal) claim related to this data or the performance of the Agreement.

3. If Fast Lane Vitality must provide for security of information on the basis of the Agreement, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 17 – Confidentiality

1. Fast Lane Vitality and the Client undertake to maintain confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if one can reasonably expect that the information is confidential. Confidentiality does not apply if the information in question is already public/generally known, the information is not confidential and/or the information has not been made known to Fast Lane Vitality during the Agreement with the Client and/or has been obtained by Fast Lane Vitality in another way.

2. In particular, confidentiality applies to advice, reports, working methods and/or reporting drawn up by Fast Lane Vitality regarding the assignment of the Client. The Client is expressly prohibited from sharing the content thereof with employees who are not authorised to take cognisance of it and with (unauthorised) third parties. Furthermore, Fast Lane Vitality always exercises the necessary care in handling all business-sensitive information provided by the Client.

3. Fast Lane Vitality is also obliged to maintain strict confidentiality and must ensure that no information about the Client or access to or copies of the documents is provided to anyone other than the Client, unless the Client has given express permission to do so

4. If Fast Lane Vitality is obliged by law or a court ruling to provide the confidential information to a third party designated by law or a competent court or (also) and Fast Lane Vitality cannot invoke a right to refuse to testify, Fast Lane Vitality is not obliged to pay any compensation and does not give the Client grounds for terminating the Agreement.

5. The written permission of Fast Lane Vitality is required for the transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by Fast Lane Vitality to third parties, unless such permission has been expressly agreed in advance. The Client will indemnify Fast Lane Vitality against all claims from such third parties as a result of reliance on such information that has been distributed without the written permission of Fast Lane Vitality.

6. Fast Lane Vitality and the Client also impose the confidentiality obligation on third parties engaged by them.

Article 18 – Intellectual Property Rights

1. All IP rights and copyrights of Fast Lane Vitality, including but not limited to all reports and advice, are the exclusive property of Fast Lane Vitality and will not be transferred to the Client unless expressly agreed otherwise.

2. If it has been agreed that one or more of the aforementioned items or works of Fast Lane Vitality will be transferred to the Client, Fast Lane Vitality is entitled to conclude a separate Agreement for this and to demand appropriate financial compensation from the Client. Such compensation must be paid by the Client before it obtains the items or works in question with the IP rights resting thereon.

3. The Client is prohibited from disclosing and/or reproducing, modifying or making available to third parties (including use for commercial purposes) all documents and software on which the IP rights and copyrights of Fast Lane Vitality rest, without the express prior written consent of Fast Lane Vitality. If the Client wishes to make changes to items delivered by Fast Lane Vitality, Fast Lane Vitality must explicitly agree to the intended changes.

4. The Client is prohibited from using the items and documents on which the intellectual property rights of Fast Lane Vitality rest other than as agreed in the Agreement.

5. The parties will inform each other and take joint measures if an infringement of the IP rights occurs.

Article 19 – Indemnification and accuracy of information

1. Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in whatever form, that it provides to Fast Lane Vitality in the context of an Agreement, as well as for the data that it has obtained from third parties and that have been provided to Fast Lane Vitality for the purpose of performing the Service.

2. Client indemnifies Fast Lane Vitality against any liability resulting from the failure or untimely fulfillment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or records.

3. Client indemnifies Fast Lane Vitality against all claims from Client and third parties engaged by or working under Client, as well as from Client’s customers, based on the failure (in time) to obtain any subsidies and/or permits required in the context of the performance of the Agreement.

4. The Client indemnifies Fast Lane Vitality against all claims from third parties arising from the work performed for the benefit of the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/or the actions or omissions of the Client towards third parties.

5. If the Client provides electronic files, software or information carriers to Fast Lane Vitality, the Client guarantees that these are free of viruses and defects.

Article 20 – Complaints

1. If the Client is not satisfied with the service of Fast Lane Vitality or otherwise has complaints about the performance of his assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via info@fastlanevitality.nl with the subject “Complaint”.

2. The complaint must be sufficiently substantiated and/or explained by the Client if Fast Lane Vitality is to be able to handle the complaint.

3. Fast Lane Vitality will respond to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.

4. The parties will attempt to reach a solution together.

Article 21 – Applicable law

1. The legal relationship between Fast Lane Vitality and the Client is governed by Dutch law.

2. Fast Lane Vitality has the right to amend these general terms and conditions and will inform the Client thereof.

3. In the event of translations of these general terms and conditions, the Dutch version shall prevail.

4. All disputes arising from or in connection with the Agreement between Fast Lane Vitality and the Client shall be settled by the competent court of the Midden-Nederland district court, Utrecht location, unless mandatory provisions of law designate another competent court.