HalloSlaap General Terms and Conditions
What is this about?
These general terms and conditions set out the terms that apply to all services offered by HalloSlaap. HalloSlaap helps people who sleep poorly without any demonstrable medical cause. We work with proven methods such as Acceptance and Commitment Therapy (ACT) and cognitive behavioural therapy for insomnia (CBT-I) to help people sleep better in the long term. We provide support in a variety of ways and offer several interventions, tailored to the needs of the user. At the heart of our approach is creating insight into, and awareness of, sleep behaviour and sleep patterns.
This often starts with an optional, anonymous sleep scan. The scan gives people insight into their current sleep situation and helps determine which intervention suits them best. On that basis, they can choose, for example, a masterclass, a group programme or individual (one-to-one) coaching.
In addition, we offer an online platform where people can gain knowledge and insights about sleep at their own pace. The platform consists of four components:
- Content on sleep and behavioural change;
- Exercises and practical tools;
- Personal insights based on the sleep scan;
- The option to request one-to-one coaching if the elements on the platform prove insufficient.
Our platform is linked to the sleep scan, which can be completed anonymously. If you choose to create an account, the results can (if you wish) be carried over for the purposes of our other services. The aim of HalloSlaap is to help people sleep better on a lasting basis in an accessible, low-threshold way, thereby improving their energy, health and employability.
Who are we?
Where these general terms and conditions refer to ‘HalloSlaap’, ‘we’ or ‘us’, this means HalloSlaap. HalloSlaap is part of Sparklab B.V., located at Brugwal 1, 3432 NZ Nieuwegein. Sparklab B.V.’s Chamber of Commerce number is 6803 4229.
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Applicability
- Unless otherwise agreed in writing, the general terms and conditions below apply to all our offers and quotations and to all agreements concluded by HalloSlaap, whether in writing and/or orally, with clients for the provision of services and the supply of products.
- HalloSlaap expressly rejects the applicability of any general terms and conditions that deviate from these general terms and conditions, unless HalloSlaap has expressly accepted them in writing. If the client refers to its own terms and conditions upon acceptance and those terms and conditions would consequently apply, HalloSlaap shall not be bound by them.
- If any provision of these general terms and conditions should prove to be invalid, the remaining provisions of these general terms and conditions shall nevertheless remain in full force. Moreover, any such ineffective provision shall be converted into an effective provision that comes as close as possible to the purport of the original.
- If and as soon as a client has agreed with HalloSlaap to the applicability of these general terms and conditions, the client shall be deemed to have also agreed to them in respect of subsequent offers, agreements and/or assignments, even if the applicability of these general terms and conditions has not been explicitly stated.
- For the delivery of some of its services, HalloSlaap engages auxiliary persons and partners. The engagement of these parties is also governed by these general terms and conditions.
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Quotations
- Unless otherwise stated in writing, all offers are without obligation.
- Unless otherwise stated in writing, a quotation is valid for 30 days from the date of the quotation.
- HalloSlaap may withdraw the quotation up to 8 days after its acceptance by the client. In that event, neither party shall be bound.
- Documents forming part of the quotation have been prepared as accurately as possible, but are not binding and remain the (intellectual) property of HalloSlaap. They may not be used, copied, provided to third parties or otherwise made public without HalloSlaap’s written consent.
- If the client does not accept the offer, it is obliged to return all the information referred to in article 2.4 to HalloSlaap immediately.
- HalloSlaap is entitled to charge the costs involved in preparing the quotation.
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Formation and amendments
- The agreement becomes irrevocable:
- Upon receipt of the quotation signed by the client for approval and expiry of the period referred to in article 2.3.
- Where there is no written confirmation of the assignment or signed quotation, when HalloSlaap commences the work with the client’s consent.
- Any changes to the assignment after the agreement has been concluded must be communicated by the client to HalloSlaap in good time and in writing.
- Changes to the assignment shall only take effect through and from HalloSlaap’s written acceptance thereof, or from the commencement of the work concerned.
- The agreement becomes irrevocable:
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Right of withdrawal for a distance contract
- A consumer, being a natural person who, in the context of the agreement with HalloSlaap, is not acting for purposes within the scope of their trade, business or profession, may withdraw from a distance contract within 14 days of its conclusion without giving any reason.
- A distance contract means an agreement concluded between HalloSlaap and a consumer under an organised system for distance contracting, without the simultaneous physical presence of HalloSlaap and the consumer, and in which, up to and including the moment the agreement is concluded, exclusively one or more means of distance communication are used, such as where the agreement is concluded directly via HalloSlaap’s website. An agreement is therefore not a distance contract if HalloSlaap does not use an organised system for distance contracting, for example where the consumer looks up HalloSlaap’s contact details on the internet and concludes an agreement by telephone.
- Our services will only be performed within the 14-day cooling-off period at the consumer’s express request.
- Upon exercising the right of withdrawal, a consumer owes HalloSlaap an amount proportionate to the part of the services performed by HalloSlaap at the time the right of withdrawal is exercised. This means that a reasonable amount, proportionate to the total price, will be charged to the consumer, whereby performance not yet rendered by HalloSlaap at the time the right of withdrawal is exercised shall not be eligible for payment. For performance already rendered at the time the right of withdrawal is exercised, the consumer owes a proportionate payment.
- A consumer may withdraw from the distance contract by using the model withdrawal form provided by HalloSlaap or by means of any other unequivocal statement on a durable medium. As soon as possible after HalloSlaap has been notified of a consumer’s intention to withdraw from the distance contract, and provided the conditions of this article have been met, HalloSlaap will confirm the withdrawal from the distance contract by email. The burden of proving that the distance contract was withdrawn from in time and in accordance with the above rests with the consumer.
- HalloSlaap will refund to the consumer any payment already received from the consumer, less any proportionate amount as referred to in paragraph 4, as soon as possible, but no later than 14 days after withdrawal from the distance contract.
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Prices
- Assignments given to HalloSlaap are carried out on the basis of the agreed fixed price or on the basis of the time spent on the assignment at HalloSlaap’s customary hourly rates, together with the costs to be incurred. The fee and costs incurred are payable as and when the work is performed by HalloSlaap. The fee and costs incurred may be invoiced in interim instalments. Any interim increase in the level of wages and costs may be passed on by HalloSlaap to the client. HalloSlaap undertakes to inform the client of this in good time.
- HalloSlaap’s records shall be decisive as to the accuracy of the number of hours invoiced, without prejudice to the client’s right to provide evidence to the contrary.
- Unless otherwise agreed, HalloSlaap is entitled to demand provisional and/or written payment of up to 50% of the agreed fixed price before carrying out the agreed work. Unless otherwise agreed, HalloSlaap is entitled to charge the client, in addition to the agreed prices, any costs relating to additional work or to delays in the performance of the work not attributable to HalloSlaap.
- Unless otherwise stated, all prices are exclusive of value added tax (VAT).
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Performance
- HalloSlaap shall perform the agreement with the care and expertise that may reasonably be required.
- HalloSlaap may deliver goods and services in instalments.
- HalloSlaap uses a network of service providers to deliver its products and services.
- All time limits stated by HalloSlaap are indicative. If HalloSlaap exceeds a time limit, the client must, without this giving rise to any entitlement to compensation, issue a notice of default setting HalloSlaap a further period within which HalloSlaap is to fulfil its obligations. That further period must in all circumstances be reasonable; a period of three months shall in any event be deemed reasonable. Only after this period has expired shall the client be entitled to terminate the agreement.
- The client shall at all times provide HalloSlaap in good time with all information and particulars that are useful and necessary for the proper performance of the agreement, and shall extend its full cooperation.
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Cancellation or rescheduling
- Projects/group programmes: A client may cancel an assignment or reschedule it to another date free of charge up to 4 calendar weeks before the start of a project (preventive group programmes). Cancellation or rescheduling of projects within 4 calendar weeks before the start of the project concerned will be charged to the client by HalloSlaap. In the event of cancellation of projects within 4 calendar weeks before the start, 25% of the quoted amount will be charged to the client on a pro rata basis. In the event of rescheduling of project components within 4 calendar weeks before the start, no additional costs will be charged to the client. In the event of cancellation within 2 calendar weeks before the start, 50% of the quoted amount will be charged to the client on a pro rata basis. In the event of rescheduling within 2 calendar weeks before the start, 25% of the quoted amount will be charged to the client on a pro rata basis. In the event of cancellation within 1 calendar week before the start, 100% of the quoted amount will be charged to the client on a pro rata basis. In the event of rescheduling within 1 calendar week before the start, 75% of the quoted amount will be charged to the client on a pro rata basis.
- Individual coaching programmes: Cancellation or rescheduling of appointments relating to an individual client support programme within 24 hours before the start will be charged to the client by HalloSlaap as a no-show. In the event of a no-show for an intake or workplace visit, 50% of the rate will be charged and a new appointment will be scheduled in consultation with the client. In the event of a no-show for an instruction/training session, 100% of the rate will be charged. In the event of a no-show for an appointment forming part of a training programme, the right to that appointment lapses. Should it be essential to the training programme that the appointment nevertheless takes place, it will be charged to the client on the basis of actual costs incurred. In such cases, upon the second no-show, HalloSlaap will contact the client to agree whether new appointments may be made or whether the programme will be discontinued.
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Force majeure
- If, as a result of force majeure, HalloSlaap is wholly or partly unable to perform the agreement, or is only able to do so with delay, the client must, without this giving rise to any entitlement to compensation, leave HalloSlaap the choice either to terminate the agreement itself or to state the period within which HalloSlaap will still fulfil its obligations. That period must in all circumstances be reasonable; a period of three months shall in any event be deemed reasonable. Only after this period has expired shall the client, after giving HalloSlaap written notice of default, be entitled to terminate the agreement.
- Force majeure also includes any circumstance arising through no fault of HalloSlaap that prevents the normal performance of the agreement. Circumstances constituting force majeure shall in any event include prolonged illness, strikes, disruption of energy supplies, traffic disruption, very severe weather, government measures, and unforeseen circumstances relating to personnel and/or materials that HalloSlaap uses or customarily uses in performing the agreement, which are of such a nature that performance of the agreement becomes impossible or disproportionately onerous or costly for HalloSlaap.
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Retention of title
- Goods delivered to the client remain the property of HalloSlaap until all amounts owed by the client on any account whatsoever have been paid in full.
- Documents issued by HalloSlaap to the client become the property of the client and may be used by the client, provided, however, that the client has fulfilled all its financial obligations towards HalloSlaap on any account whatsoever.
- In this article, “documents” means solely reports, accounts and the like prepared exclusively for the client. Other, general documents are and remain the property of HalloSlaap and may only be made public with HalloSlaap’s written consent.
- HalloSlaap may suspend its obligations under the agreement for as long as the force majeure continues. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damage.
- To the extent that, at the time the force majeure arises, HalloSlaap has already partly fulfilled or will fulfil its obligations under the agreement, and the part already fulfilled or to be fulfilled has independent value, HalloSlaap is entitled to invoice the part already fulfilled or to be fulfilled separately. The client is obliged to pay this invoice as if it related to a separate agreement.
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Payment
- Unless expressly agreed otherwise, payment must be made within 14 days of the invoice date by transfer to a bank account designated by HalloSlaap. Consumers are required to pay the agreed price in full in advance.
- Insofar as HalloSlaap’s services consist of providing education, courses or training, HalloSlaap may at all times require payment of the amount due in respect thereof before they commence.
- The client is never entitled to any set-off, discount or suspension.
- Services with a duration of more than 8 weeks will be invoiced by HalloSlaap to the client or employer, as the case may be, in week 5.
- Payments must be made in the manner indicated by HalloSlaap for that purpose and at the time indicated by it or within the period stated by it. HalloSlaap is entitled to make any invoice or invoices due to the client available to the client exclusively by email.
- Any payment made shall first serve solely to settle any interest and collection costs due, as provided for in article 14 of the general terms and conditions. HalloSlaap is at all times entitled to set off outstanding claims against payments still to be made by it on any account whatsoever.
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Completion of work
- Unless expressly agreed otherwise in writing, HalloSlaap’s work shall be deemed completed when HalloSlaap has sent the client reports, advice and the like in accordance with the agreement, or when HalloSlaap has otherwise indicated to the client that it considers its work to be completed, and the client has not, within 12 days of the date of dispatch of the report, advice or the like, or of the aforementioned notification, notified HalloSlaap in writing, stating reasons, that it does not accept the report, advice or the like, being the result of HalloSlaap’s work. After this period has expired, HalloSlaap’s work shall be deemed to have been approved by the client.
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Liability
- In the event of intent or gross negligence – to be proven by the client – on the part of HalloSlaap or of employees/third parties engaged by HalloSlaap to carry out the assignment, and in the event of errors that HalloSlaap, exercising normal professional knowledge and care, should reasonably have prevented, HalloSlaap shall be liable solely for the direct damage resulting therefrom.
- In the event of liability on the part of HalloSlaap, HalloSlaap is entitled, at its option, either to remedy the shortcoming or to issue the client a credit in respect of the invoice sent in that regard.
- Any other liability of HalloSlaap for any form of damage other than that referred to in paragraph 1 is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage, and damage due to loss of profit. Furthermore, HalloSlaap shall under no circumstances be liable for damage caused by delay, damage resulting from failure to meet delivery periods, or damage resulting from the provision of inadequate cooperation, information or materials by the client or third parties.
- The total compensation payable by HalloSlaap shall never exceed the amount of the invoices sent in that regard.
- The liability of HalloSlaap (or of its staff member) for both direct and indirect damage, including consequential damage, is in all cases limited to the amount paid out in that regard by HalloSlaap’s liability insurer.
- HalloSlaap shall never be liable for shortcomings that the client could and/or should have identified, nor for acts performed by or on behalf of the client without HalloSlaap’s consent in connection with the performance of the assignment concerned, nor for acts wrongly omitted by or on behalf of the client.
- Where HalloSlaap performs work under the client’s direction at the client’s premises (for example under a secondment agreement or in connection with external projects), the client itself is liable for damage resulting from shortcomings on the part of HalloSlaap or HalloSlaap’s staff.
- The client is obliged to indemnify HalloSlaap and, where necessary, compensate HalloSlaap in respect of claims for damages by third parties or by subrogated insurers in connection with the work performed by HalloSlaap.
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Complaints and limitation period
- The client must notify HalloSlaap in writing of any claims for compensation in respect of goods and services supplied by HalloSlaap as soon as possible, but no later than 12 days after receipt of the work performed in that regard or after the client discovered, or should reasonably have discovered, the damage.
- Complaints about invoices must likewise be submitted to HalloSlaap in writing within 12 days of the invoice date.
- If the periods referred to in 12.1 and 12.2 are exceeded, any claim to performance and/or compensation shall lapse.
- On request, the client must immediately provide all information requested by HalloSlaap that may reasonably be relevant to establishing liability and the (extent of the) damage, and must permit any inspection requested by HalloSlaap, failing which any claim to compensation shall lapse.
- Complaints never suspend the client’s payment obligations.
- All claims and defences based on the assertion that the work performed or services supplied by HalloSlaap do not conform to the agreement, or that HalloSlaap has otherwise failed to fulfil its obligations under the agreement on any account whatsoever, shall lapse upon the expiry of one year after delivery or termination of the agreement.
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Non-performance by the client
- The client is in default, without any notice of default being required, if it fails:
- to give HalloSlaap the opportunity to perform the agreed work;
- to provide HalloSlaap in good time with all information and particulars useful and necessary for the proper performance of the agreement, and with all cooperation;
- to pay on time in accordance with the provisions of article 10 of these general terms and conditions.
In all of the above cases, the client shall owe the statutory interest applicable at that time, increased by the statutory commercial interest then applicable, on (the unpaid portion of) the invoice amount, calculated from the date of the invoice. In the case of a consumer, the ‘ordinary’ statutory interest then applicable shall apply instead of the aforementioned commercial interest.
- The client is also in default, without any demand or notice of default being required, if a petition is filed for its bankruptcy or it is granted a suspension of payments, if it applies for the WSNP (Dutch Natural Persons Debt Rescheduling Act) to be applied to it, if the client ceases its business activities or changes its legal form, and in the event of death or, if the client is a company, in the event of its dissolution. In that case, all of HalloSlaap’s claims against the client shall become immediately due and payable and the provisions of article 14.1 of these general terms and conditions shall apply.
- In the event of default, in addition to compensation for other damage, the client also owes all costs of judicial and extrajudicial collection (including the costs of engaging third parties for collection), as well as any other financial loss as referred to in Article 6:96 of the Dutch Civil Code. These costs amount to at least 15% of (the unpaid portion of) the invoice amount.
- In the event of default by the client, HalloSlaap is entitled to suspend the performance of its obligations under the agreement until the client has fulfilled its obligations in full or has provided adequate security for doing so.
- In the event of default by the client, HalloSlaap is also entitled to terminate the agreement by means of a written notice to the client, even if HalloSlaap had initially suspended the performance of its obligations. This is without prejudice to HalloSlaap’s right to full compensation for all its damage.
- The client is in default, without any notice of default being required, if it fails:
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Security
- If HalloSlaap receives unfavourable information about the client’s financial situation, HalloSlaap is entitled to require security for payment before continuing its work.
- If insufficient security is provided, HalloSlaap is entitled to suspend and/or terminate the agreement without being liable for any compensation.
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Intellectual property
- HalloSlaap or its licensors reserve all intellectual property rights in respect of its services and their components. It is prohibited to duplicate, imitate, reproduce, disclose or distribute these works, or to use them in any other way whatsoever, or to have any of the foregoing done, other than as follows from the nature or purport of the agreement.
- A breach of the provisions of the previous paragraph attributable to the client or user entitles HalloSlaap or its licensor to demand immediate reversal of the infringement, as well as compensation to be determined according to the nature and extent of the infringement.
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Confidentiality
- The client is bound towards HalloSlaap to observe strict confidentiality with regard to information provided to the client by or on behalf of HalloSlaap in or in connection with (the performance of) the agreement.
- This duty of confidentiality extends in any event to calculations, reports, memoranda, (draft) drawings, working methods, contact details, administrative management models and the like, in the broadest sense of HalloSlaap’s (advisory) work.
- HalloSlaap may release the client from this duty of confidentiality by giving written consent if, in its opinion, HalloSlaap’s interests do not preclude disclosure.
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Governing law and competent court
- These general terms and conditions and all offers and agreements based on them are governed by Dutch law.
- All disputes, including those regarded as such by only one of the parties, that may arise between the client and HalloSlaap in connection with an assignment or any agreement resulting from it shall be settled by the District Court of The Hague, unless a dispute falls within the jurisdiction of the subdistrict court. In that case, the subdistrict court in The Hague shall have jurisdiction.