These are the terms and conditions of Els van der Helm (Els van der Helm). Els van der Helm is located at Rösslimattstrasse 4, 6005 Luzern, registered with the Chamber of Commerce under the number: CHE-168.903.140.

If you have any questions, you can contact us via info@elsvanderhelm.com.

Els van der Helm reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions applies. Parties may deviate from these Terms and Conditions in writing.

Article 1 – Services

We offer the following services: provision of services and science-based content on the topic of sleep, varying from keynotes, webinars, workshops, assessments, and other shapes of content.

Article 2 – Applicability of these General Terms and Conditions

These terms and conditions apply to every offer, proposal, and assignment between Els van der Helm and you (Client). On request, Els van der Helm shall send these terms and conditions to you, free of charge.

Article 3 – Establishment of the Assignment

The assignment shall be deemed established when Client consents to the service.

Article 4 – Proposals and Offers

1. All offers and proposals from Els van der Helm are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments). If a proposal, such as an order form, is signed by the client, it shall be deemed legally binding.
2. If the Client provides Els van der Helm with certain information, Els van der Helm may assume that the provided information is correct and will base the proposal on that information.

Article 5 – Pricing

1. Els van der Helm can raise the price in the interim in the case of unforeseen and cost-price-increasing circumstances if these circumstances occur after the establishment of the assignment.
2. In case Els van der Helm has raised prices due to the circumstances referred to in the previous section, the Client has the right to annul the assignment. The Client will be charged for costs incurred for working hours or the execution of parts of the assignment. The Client in such case has no right to compensation or damages.
3. An offered price does not include expenses for Els van der Helm and does not include taxes or levies by the authorities.

Article 6 – Payment and Collection Charges

1. Client must pay within thirty days after the invoice date.
2. If the payment by Client is due, he will automatically be in default, without a notice of default being required. In case of default, Client owes Els van der Helm the statutory interest (in case he is a consumer) or alternatively the statutory commercial interest plus 1%. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
3. If Client does not pay in time, he shall immediately be in default. He will then be due to Els van der Helm all extrajudicial costs.
4. Any outstanding amounts by the Client are immediately payable in the following cases:
   1. Client fails to pay within the payment term;
   2. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
   3. Client (company) is dissolved or liquidated;
   4. Client (private individual) is placed under guardianship or deceased.

Article 7 – Duration

1. Client and Els van der Helm enter into the contract for an indefinite period of time unless Parties agree otherwise in writing.
2. The agreement can be terminated, by both parties, at any moment, without respecting a notice period.

Article 8 – Execution of the Assignment

1. Els van der Helm shall execute the assignment to the best of its knowledge and abilities and according to professional practice requirements.
2. Client shall timely provide Els van der Helm with all information or material, required for the execution of the assignment.
3. If Client does not provide the material or information in time, Els van der Helm may suspend the execution of the assignment and charge the additional costs, resulting from the delay. Els van der Helm is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

Article 9 – Changes of the Assignment

1. If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
2. If parties agree on altering the assignment, Els van der Helm may raise or lower the price. If possible, Els van der Helm shall provide a quotation to Client in advance. The execution time may change with a change in the assignment. Client agrees on the possibility to change the assignment, the pricing, and the execution time.
3. Els van der Helm may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.

Article 10 – Suspension, Dissolution

1. Els van der Helm may temporarily suspend the execution of the activities if he cannot comply because of force majeure.
2. If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
3. Els van der Helm may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely, or in time. In such cases, Client shall compensate Els van der Helm for damages.

Article 11 – Termination in the Interim

1. If Els van der Helm cancels the assignment in the interim, Els van der Helm shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client.
2. Els van der Helm may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
   1. Client fails to pay within the payment term;
   2. Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
   3. Client (the company) is dissolved or liquidated;
   4. The occurrence of circumstances in which Client can no longer freely dispose of his capital.

Article 12 – Force Majeure

1. Els van der Helm is not obliged to comply in the event of force majeure .
2. Els van der Helm may suspend the obligations, coming from the assignment, for as long as the force majeure continues.
3. If Els van der Helm complied with a part of its obligations, and that part has an independent value, Els van der Helm may charge that part to Client.

Article 13 – Retention of title

1. Everything supplied by Els van der Helm shall remain the property of Els van der Helm unless agreed otherwise in writing.
2. Client must do everything he can reasonably do to secure the properties of Els van der Helm.

Article 14 – Complaints

1. Client shall notify Els van der Helm in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
2. A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
3. If Client does not notify Els van der Helm timely, Client is not entitled to any recovery, replacement or compensation.
4. If it is established that the complaint is justified and the notification by Client thereof was timely delivered, Els van der Helm shall recover, replace or compensate its work within a reasonable term after notification of the shortcoming, in writing from the Client.
5. If it is established that a complaint is not justified, Client shall compensate Els van der Helm for made expenses (like research costs).

Article 15 – Liability

1. Els van der Helm is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Els van der Helm.
2. Els van der Helm is not liable for any damages resulting from Els van der Helm due to incorrect or incomplete information provided by Client.
3. The liability of Els van der Helm shall never exceed the amount paid by its insurer.
4. If Els van der Helm’s professional liability insurer does not cover the damages, Els van der Helm’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €25000,00.
5. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

Article 16 – Limitation Period

The limitation period on all claims and defenses against Els van der Helm is one year.

Article 17 – Indemnification

1. Client indemnifies Els van der Helm from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Els van der Helm.
2. If third parties address Els van der Helm to be liable for damages resulting from the execution of the assignment, Client shall support Els van der Helm both judicial and extrajudicial and Client shall do what may be expected from him.
3. If Client does not provide the support described in paragraph 2, Els van der Helm may take the actions it deems required. All expenses and damages made by Els van der Helm in this respect shall be borne by Client.

Article 18 – Intellectual Property

1. All the plans, documents, pictures, drawings, programming, creations, and related information, made by Els van der Helm, remain the property of Els van der Helm. This also applies if related expenses are charged or when these are improved, later on.
2. Client and Els van der Helm shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Els van der Helm. If parties do not agree on further terms concerning the licenses, Els van der Helm remains the sole owner of the plans, documents, pictures, drawings, programming, creations, and related information.

Article 19 – Non-Disclosure

1. Els van der Helm shall not disclose any of Client’s information to third parties unless Els van der Helm is required by a statutory or professional obligation to disclose the information.
2. Els van der Helm shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Els van der Helm and the information can be of importance.
3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advice, or other expressions from Els van der Helm, whether they are in writing or not.

Article 20 – Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

Article 21 – Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the provisions of these terms and conditions shall prevail.

Article 22 – Applicable Law

Swiss law.

Article 23 – Competent Court

The Court of Zurich.