Article 1. Applicability

1.1 These General Terms and Conditions apply to the full range of products and services offered through the websites of ARTPred B.V. (hereinafter: “ARTPred”), namely www.ARTPred.com and www.ReceptIVFity.com, as well as to all agreements concluded with ARTPred.

1.2 Terms and Conditions that specifically relate to certain services and/or products apply only if this has been expressly agreed.

1.3 Deviations from these Terms and Conditions are valid only if agreed in writing. In that case, the remaining provisions of these Terms and Conditions shall remain in full force and effect.

1.4 The customer's terms and conditions do not apply unless ARTPred has expressly accepted them in writing.

1.5 “Customer” means any natural person, legal entity or organisation that has entered into or will enter into an agreement of any kind with ARTPred, or makes or will make a purchase from ARTPred.

1.6 By using ARTPred's software, tools, kits and systems and/or placing an order with ARTPred, the customer accepts these Terms and Conditions.

1.7 ARTPred is entitled to engage third parties to enable and/or perform an agreement with the customer.

1.8 By ordering microbiome kits, the customer expressly agrees that the anonymised data and material of women who submit samples may be used for further research in the field of fertility and the microbiome for up to ten (10) years after collection.

Article 2. Offers and agreements

2.1 Offers and quotations are considered invitations for customers to make a purchase. ARTPred is in no way bound by an offer or quotation unless it has been confirmed in writing and clearly specified. If the customer wishes to accept an offer or quotation, an agreement is only formed if the other provisions of this article are also met.

2.2 Offers and quotations are valid while stocks last.

2.3 A specific offer or quotation for a customer is valid for a period of three (3) weeks, unless a different validity period is stated in the quotation.

2.4 An order from the customer as referred to in Article 2.1 is deemed to have been placed if:

• the customer has specified exactly which product and/or service they wish to receive; and
• the customer has entered the details on the relevant input screen of the website or has sent the completed order form electronically to ARTPred, and ARTPred has received the order.

2.5 An agreement is concluded when a confirmation is sent by email to the email address provided by the customer. ARTPred may revoke the agreement if the customer does not comply, or has previously failed to comply, with these Terms and Conditions. In that case, ARTPred will notify the customer within ten (10) working days of receiving the order.

2.6 The customer and ARTPred expressly agree that electronic communications result in a legally binding agreement as soon as the conditions of Articles 2.4 and 2.5 have been met. In particular, the absence of a handwritten signature does not affect the binding nature of the offer and its acceptance. To the extent permitted by law, ARTPred’s electronic files shall serve as prima facie evidence.

2.7 If the customer wishes to terminate the agreement early, the costs already incurred for the product and/or service ordered will be borne in full by the customer. In addition, the customer will owe an administration fee of 10% of the total principal amount, including VAT and shipping costs. The customer will receive an invoice for this amount, which must be paid within fourteen (14) days.

Article 3. Prices

3.1 All prices are stated in euros and, where legally applicable, exclude VAT. A surcharge for transport costs applies to shipments to countries outside the Netherlands.

3.2 Special offers are valid only while stocks last.

3.3 The customer is required to pay the price after confirming the order, in accordance with Article 2.5 of these Terms and Conditions.

3.4 If the prices of products and services increase between the time an order is placed and payment is made, the customer has the right to cancel the order or terminate the agreement within ten (10) days after ARTPred has informed the customer of the price increase.

Article 4. Payment

4.1 All judicial and extrajudicial costs of any kind incurred by ARTPred as a result of the customer's failure to fulfil their (payment) obligations shall be borne by the customer.

4.2 In the event of late payment, ARTPred is entitled to cancel the agreement with immediate effect or suspend further delivery until the customer has fulfilled all their financial obligations. In addition, interest of 1% per month or part of a month will be charged on the amount owed by the customer to ARTPred for each month or part thereof that the customer is late in making payment.

Article 5. Delivery and delivery times

5.1 The customer will receive confirmation of the order by email within two (2) working days, stating the price and order number.

5.2 Bestellingen van samplingkits voor diagnostische doeleinden worden zo spoedig mogelijk geleverd. Bestellingen die vóór 16.00 uur op een werkdag zijn geplaatst, worden binnen twintig (20) werkdagen na ontvangst van de betaling geleverd. De leveringstermijn bedraagt twintig (20) werkdagen na ontvangst van de bestelling, met uitzondering van vooruitbetalingen; in dat geval gaat de leveringstermijn van twintig (20) werkdagen in na ontvangst van de betaling.

5.3 The customer is entitled to cancel an order if the delivery period exceeds twenty (20) working days, unless ARTPred reports technical problems that affect the quality of the result. ARTPred will inform the customer within the twenty (20) working-day period if such a situation arises.

5.4 If a product ordered by the customer is temporarily out of stock, ARTPred will inform the customer of the product’s expected availability.

5.5 Delivery will be made to the address specified by the customer, by post or by granting the customer access to the ARTPred database.

5.6 Once the orders and/or results have been delivered to the delivery address specified by the customer, the risk relating to the products passes to the customer.

5.7 From the moment the order is handed over to the postal carrier, ARTPred is not responsible for damage to or loss of the order during shipping.

5.8 The customer bears the risk of damage to or loss of clinical samples during transport. ARTPred's responsibility for handling samples begins once the samples have been received in good condition by the laboratory.

Article 6. Right of retention

6.1 ARTPred shall have a right of retention over goods and documents in its possession in connection with an agreement between ARTPred and any person requesting the release or handling of such goods or documents.

6.2 ARTPred may exercise a right of retention over goods, funds and documents against the sender/principal or recipient/addressee in respect of any amounts due or to become due arising from the sale of goods and services.

6.3 ARTPred may also exercise this right of retention in respect of any amounts due in connection with the goods by way of compensation.

6.4 ARTPred may also exercise the right of retention referred to in Articles 6.2 and 6.3 in respect of any amounts still owed by the distributor/dealer/sender/principal under previous agreements.

6.5 As long as the goods have not yet reached their destination, ARTPred has the right to require the sender/principal to provide security for the freight costs and for all claims that ARTPred has or may acquire against the sender/principal. ARTPred has the right to suspend transport for as long as the request to provide security has not been met.

6.6 ARTPred shall never be liable for any damage arising from a delay as referred to in Article 6.5.

6.7 ARTPred has no responsibility or moral obligations if ethical issues arise in relation to clinical samples obtained by the customer. This responsibility remains with the customer and must be exercised in accordance with the laws and regulations of the country of origin of the clinical samples.

Article 7. Cancellations, returns and exchanges

7.1 If the customer wishes to terminate the agreement early, any costs already incurred for transport and/or laboratory work relating to the ordered product or submitted sample shall be borne entirely by the customer. In addition, the customer shall owe an administration fee of 10% of the total principal amount, including VAT and shipping costs. The customer will receive an invoice for this, which must be paid within fourteen (14) days.

7.2 The customer has the right to cancel an order if the delivery time is longer than twenty (20) business days.

7.3 Refunds, both of the purchase price and the return shipping costs, will be made within ten (10) business days of receipt of the returned product.

7.4 A customer may return a product only upon presentation of the original invoice. Clinical samples submitted to ARTPred will not be returned to the customer but destroyed, unless otherwise agreed with the customer in writing in advance and recorded.

Article 8. Warranty and liability

8.1 ARTPred’s warranty with regard to the reliability and quality of the products and/or services supplied by ARTPred is equal to, but no broader than, the warranty provided by the manufacturer of the product concerned. During the warranty period, ARTPred acts solely as an intermediary. If defects occur, ARTPred will bear the shipping costs to the customer. The customer bears the shipping costs for (clinical) samples sent to ARTPred. ARTPred shall in no way be liable for incorrect results from the ReceptIVFity test.

8.2 ARTPred shall never be required to compensate the customer or any third party for damage to products or samples, in any form whatsoever, unless such damage is caused by intent or gross negligence on the part of ARTPred. ARTPred shall never be liable for consequential damage, business losses, indirect damage, loss of profits or revenue, or for clinical or medical consequences of results or the interpretation of results by other parties or persons.

8.3 If ARTPred is liable to pay compensation for any reason, the compensation will not exceed the invoice value of the product or service to which the damage relates.

8.4 No warranty is provided for normal use, normal wear and tear and/or damage in the following cases:

• if modifications have been made to the product, including improper use or a method of sample collection not approved by the manufacturer;
• if the original invoice cannot be produced, has been altered or has been made illegible;
• if the damage was caused by improper or inappropriate use;
• if the damage was caused intentionally, by gross negligence or by inadequate maintenance.

8.5 The customer indemnifies ARTPred against all third-party claims against ARTPred relating to the performance of the agreement, insofar as the law does not prevent the relevant damage and costs from being borne by the customer.

8.6 ARTPred may place links on its website to other websites that may be of interest or informative to visitors. These links are for information purposes only. ARTPred is not responsible for the content of the websites referred to or for any use that may be made of them.

Article 9. Force Majeure

9.1 In the event of force majeure, ARTPred is not required to fulfil its obligations to the customer. These obligations are suspended for as long as the force majeure circumstances continue.

9.2 Force majeure means any circumstance beyond ARTPred’s control that prevents it from performing all or part of its obligations towards the customer. This includes, among other things, strikes, fire, business disruptions, power failures, failure or delay in delivery by suppliers or other third parties, and the inability to obtain the required government permits. Force majeure also includes disruptions to the (telecommunications) networks, connections or communication systems used and/or the temporary unavailability of the website.

Article 10. Intellectual Property

10.1 The customer acknowledges that all intellectual property rights relating to the information, communications or other content concerning the products, services, software, systems and/or website belong to ARTPred, its suppliers or other rights holders.

10.2 Intellectual property rights means patents, copyrights, trademark rights, design rights and/or other intellectual property rights, including technical and/or commercial know-how, methods and concepts, whether or not patentable.

10.3 The customer is expressly prohibited from using the intellectual property rights referred to in this article, including by making modifications or reproductions, without the prior express written consent of ARTPred, its suppliers or other rights holders.

Article 11. Personal data

11.1 ARTPred processes the customer's personal data solely in accordance with its privacy policy. The data are used exclusively for entering into an agreement and for optimising and delivering a product or service.

11.2 Data generated by ARTPred for the customer is included in a general database to enable processing and comparison. The customer may request, use and/or view the data at any time.

11.3 ARTPred's privacy policy complies with applicable Dutch privacy legislation and relevant laws and regulations.

Article 12. Governing law and competent court

12.1 Dutch law applies to all legal relationships between the customer and ARTPred.

12.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.3 All disputes relating to or arising from offers or agreements made by or with ARTPred shall be submitted to the competent court in Amsterdam, unless the law expressly designates another competent court.

12.4 ARTPred will at all times take moral and ethical considerations into account, particularly when clinical samples are involved.

Article 13. Miscellaneous

13.1 All correspondence relating to these Terms and Conditions or any agreement must be addressed to ARTPred.com or ReceptIVFity.com, or to the email addresses listed on the websites' contact pages.

13.2 ARTPred aims to respond to emails received within five (5) working days.

13.3 The ARTPred websites are not liable in the broadest sense of the word. ARTPred reserves the right to amend or supplement the Terms and Conditions from time to time. By using these websites, you accept our Terms and Conditions.

13.4 We ask you to check the address carefully during the ordering process. If the address provided is incorrect and the order is consequently not received, ARTPred is not liable for this.

Article 14. Copyright

14.1 The content and images on the websites www.ARTPred.com and www.ReceptIVFity.com are entirely owned by ARTPred and are protected under Dutch law. No part of the website may be copied, reproduced or published without prior written permission.

14.2 The material on the website is the sole property of ARTPred. Downloaded material may not be used for commercial purposes. You may not download material from the website and then claim copyright over it yourself.

14.3 ARTPred accepts no liability for any damage that may arise from the use of information on this website. Any use of the information on this website is entirely at your own risk.

14.4 The website contains information, but does not in any way constitute medical advice or a medical instruction that may be used to make a diagnosis or carry out medical treatment.