General terms and conditions ONE Institute B.V. and ONE Institute TWO B.V. – version 3 November 2022

Article 1 – Definitions

• “ONE Institute”: ONE Institute B.V., a private company with limited

Dutch law, established at Groenburgwal 9 G in (1011 HR) Amsterdam and registered with the Chamber of Commerce under number 83082859, as well as ONE Institute TWO B.V., a private company with limited liability under Dutch law, established at Groenburgwal 9 G in (1011 HR) Amsterdam and registered with the Chamber of Commerce under number 87117517;

• “Participant”: A natural person who, pursuant to an Agreement between

ONE Institute and a third party participates in a training course at ONE Institute;

• “Group Training”: Physical training, including advice on nutrition, intended for

more than one person and, in principle, a maximum of four people.

• “Client”: Any natural person or legal entity who enters into an

Agreement for the provision by ONE Institute of: (1) Personal Training, (2) Group Training, or (3) a trial session for Personal Training or Group Training, either for itself or for a Participant;

• “Personal Trainer”: A person working at ONE Institute who as a Personal Trainer

provides Personal Training or Group Training on behalf of;

• “Personal Training”: Physical training, including nutrition and lifestyle advice designed for or two people.

(g)  “Agreement”:                    

An agreement, including any successor or amended agreement, between ONE Institute and a Client for the provision by ONE Institute of Personal Training or Group Training against payment of the agreed fee.

Article 2 – Applicability of general terms and conditions

1. These general terms and conditions apply to the Agreement entered into between ONE Institute and a Customer, including any amended or successor Agreement. Furthermore, these general terms and conditions apply between ONE Institute and Participants facilitated by the Customer.

2. These general conditions also apply for the benefit of anyone employed by ONE Institute, anyone engaged by ONE Institute, and anyone for whose actions ONE Institute is or may be liable.

3. The applicability of any other general terms and conditions is hereby expressly excluded.

Article 3 – Conclusion of the Agreement

1. The Agreement comes into effect the moment the Client gives ONE Institute the order to perform Personal Training or Group Training.

2. The Agreement is personal and the Customer is not entitled to transfer the rights and obligations in whole or in part to third parties, on the understanding that in case the Customer is a legal entity and/or employer, it is entitled to designate Participants to whom this article applies.

3. Together with the Agreement, these general terms and conditions constitute the entire agreement between ONE Institute and the Customer and, where applicable, the legal entity and/or employer Customer.

4. If the Customer or Participant is a minor, the Customer or Participant requires written permission from both parents or legal representatives to enter into the Agreement with ONE Institute, or to train as a Participant with ONE Institute.

5. The execution of the Agreement takes place exclusively for the benefit of the Client. Third parties cannot derive any rights from this, with the exception of article 3 paragraph 2.

Article 4 – Payment and prices

1. The Customer must have paid the payment for the first period under the Agreement prior to the first training.

2. In principle, payments relate to a period of four weeks and are collected by direct debit.

3. If for any reason ONE Institute cannot collect a payment from the Customer, ONE Institute will send another collection request to the Customer’s bank and ONE Institute will remind the Customer of his or her payment obligation. Payment is due at the moment ONE Institute gives this notice to the Customer. If payment is not made upon renewed collection, the Customer is in default and is liable for payment of the statutory (commercial) interest from the date of default, as well as for all costs incurred by ONE Institute in connection with the collection.

4. ONE Institute reserves the right to change its rates annually based on the change of the monthly price index figure according to the consumer price index (CPI) series all 8/13 households (2006=100), published by Statistics Netherlands (CBS). The changed rate is calculated according to the formula: the changed rate is equal to the applicable rate on the change date, multiplied by the index figure of the calendar month that lies four calendar months before the calendar month in which the rate is changed, divided by the index figure of the calendar month that lies sixteen calendar months before the calendar month in which the rate is changed. If the indexation of the tariff results in a lower tariff than the last applicable one, no change will take place. If the Client is a consumer, ONE Institute will not increase its rates until three months have elapsed since the Agreement was concluded.

Article 5 – Duration and termination of the Agreement

1. Unless otherwise agreed, the Agreement runs for the duration of one year. After expiry of the agreed term, the Agreement shall tacitly continue for an indefinite period and may be terminated with a notice period of one month.

2. If the Agreement has been concluded for the term referred to in paragraph 1, the Customer may terminate the Agreement by e-mail in writing by the end of the term subject to one month’s notice.
   
   
3. If the Agreement has been concluded for the duration of one month, this Agreement shall end by operation of law at the end of this month. In case the Agreement is tacitly or expressly continued thereafter, this Agreement will be renewed for an indefinite period with a notice period of one month.

Article 6 – Cancellation of a training course

1. A Client or Participant may cancel the booked training course free of charge up to 24 hours prior to the scheduled training course. In that case, ONE Institute and the Client or Participant shall agree on another time for the training in consultation. The Client or Participant may book the cancelled training within a period of one month, under penalty of forfeiture of this claim against ONE Institute.

2. An appointment for a training course not cancelled in time will be charged full price

3. If the Client or Participant is more than 15 minutes late for the scheduled training, ONE Institute reserves the right to cancel the appointment without the Client being entitled to a refund. The time the Client or Participant is late for the training will not be made up.

Article 7 – Reflection period for the consumer

1. If the Client acts as a consumer, he or she has the right to rescind the Agreement within a period of 14 days after signing without giving any reason (rescission period), if the Agreement was concluded via ONE Institute’s website or otherwise remotely. If the 14th day falls on a weekend or on a nationally recognised public holiday, the period for dissolution runs until the end of the first subsequent working day.

2. If the Customer has not used ONE Institute’s services within the dissolution period, dissolution is free of charge for the Customer.

3. If the Customer has made use of ONE Institute’s services within the dissolution period, the Customer shall be liable to pay a compensation for this corresponding to a proportional part of the price stipulated in the Agreement.

4. The possibility of dissolution mentioned in this article does not apply if the Agreement was concluded in a ONE Institute gym.

Article 8 – Suspension of the Agreement for one year

1. A Customer may suspend the Agreement entered into for the duration of one year for a total of five weeks per year.

2. If the Agreement is suspended, the term of the Agreement is extended by the duration of the suspension.

3. In case of long-term illness, pregnancy, or injury, the Client may suspend the Agreement in consultation with ONE Institute, if necessary in deviation from the term of five weeks per year mentioned in paragraph 1. Paragraph 2 shall apply.
   
   

Article 9 – Termination by ONE Institute                                                                         

1. ONE Institute may immediately terminate the Agreement in the interim by means of a written notice to the Customer, including the Customer who sent the Participant, in the following cases and after a hearing:

• misconduct;
• cross-border behaviour
• or otherwise inappropriate behaviour;
• payment arrears of more than one month;
• serious violation of the house rules.
  
  

1. In these cases, the Customer shall not be entitled to a refund of amounts already paid to ONE Institute.

Article 10 – Information by the Customer or Participant

1. The Client or Participant shall provide to ONE Institute, partly in response to its questions, with the information and cooperation it reasonably requires for the performance of the Agreement to the best of its knowledge.

2. If the Customer or Participant has indications that he or she has an injury that the Customer or Participant can reasonably understand is or may affect the training, the Customer or Participant should discuss this with the Personal Trainer.

Article 11 – File of ONE Institute

1. ONE Institute sets up a file on the services provided to the Customer, including a Participant.

2. To the extent necessary or relevant for proper service provision, ONE Institute will make notes on the health status of the Client or Participant.

3. The Customer or Participant agrees that ONE Institute records data of the Customer or Participant, for example by periodically taking photographs of the body, periodically measuring body characteristics such as body weight and fat percentage, among others, and periodically recording and monitoring the Customer’s or Participant’s diet.

4. ONE Institute shall destroy the file within one month after the Client or Participant has requested it in writing. Destruction shall be omitted if it is reasonably plausible that preservation is of substantial interest to a person other than the Client or Participant or if destruction is not permitted by law.

Article 12 – Effort obligation

1. ONE Institute has a best-efforts obligation to achieve the goal intended with the Client or Participant.

2. ONE Institute shall exercise the care of a Personal Trainer acting reasonably and competently in carrying out the Agreement.

3. The Client or Participant cannot claim that a particular goal has not been achieved, unless ONE Institute is culpably in breach of the Agreement.

Article 13 – Consent directions and physical acts

1. The Client or Participant declares that he or she agrees that the Personal Trainer employed at ONE Institute may give critical instructions to the Client or Participant for the proper performance of the Agreement, which the Personal Trainer deems necessary in his or her professional judgment.

2. The Personal Trainer may thereby give physical instructions, such as correcting a posture of the Customer or Participant during the performance of a training exercise. If the Customer or Participant objects to this, he or she should make this known.

3. Both the Personal Trainer and the Customer or Participant shall ensure that there is no unwanted contact or behaviour.

Article 14 – Force majeure

1. In principle, a Client or Participant is assigned a permanent Personal Trainer as much as possible.

2. If a Personal Trainer is unable to attend due to illness or other force majeure reasons, ONE Institute will appoint a replacement Personal Trainer.

3. In case, for other reasons of force majeure, the service can temporarily not take place, the rights and obligations will in principle be suspended and further arrangements will be made by mutual agreement.

Article 15 – House Regulations

1. If ONE Institute applies and has made known house rules, the Client or Participant must comply with these at all times.

2. Gross violation of the house rules may lead to termination of the Agreement by ONE Institute, in accordance with Article 11.

Article 16 – Liability

1. If the execution of the Agreement by ONE Institute leads to liability towards a Client or Participant, such liability shall always be limited to the amount paid out in the relevant case under ONE Institute’s applicable liability insurance policy, to be increased by the amount of the deductible that pursuant to the applicable insurance policy in the relevant case shall be borne by ONE Institute.

2. ONE Institute is not liable for damage to, loss or theft of personal property of the Client or Participant. ONE Institute advises the Client or Participant not to bring valuable property to a training course. If ONE Institute offers lockers to the Client or Participant, their use takes place at the Client’s or Participant’s own risk.

3. The Customer or Participant is liable for damage caused by him or her to ONE Institute property, if this conduct can be attributed to the Customer or Participant.
   
   
4. In case ONE Institute places cameras for the purpose of property protection, the Client or Participant agrees to such use.

Article 17 – Indemnification

The Customer or Participant shall indemnify ONE Institute against any claim by another Customer or Participant for damage caused by the Customer or Participant to the other Customer or Participant.

Article 18 – Confidential advisor

1. ONE Institute has a confidential advisor, partly in the context of providing a socially safe environment.

2. If a Customer or Participant has a complaint about inappropriate or transgressive behaviour by a Personal Trainer or another Customer or Participant, he or she may submit a complaint to the confidential advisor. The details of this confidant will be provided by ONE Institute upon first request.

Article 19 – Personal information

1. ONE Institute processes personal data of the Customer in the context of the Agreement. In addition, ONE Institute may include these data in a file for marketing purposes. This includes inviting for events and sending newsletters. If the Customer or Participant objects to this, he or she can make this known to ONE Institute, after which ONE Institute will remove this personal data from the file.

2. ONE Institute operates a privacy statement published on its website.

3. The data and advice collected by ONE Institute remain the intellectual property of ONE Institute. After termination of the Agreement, ONE Institute will store the data anonymised and non-reducible for statistical and scientific purposes.

Article 20 – Camera use by ONE Institute

1. ONE Institute reserves the right to place cameras in and around the gym, with the exception of changing rooms, toilet, and shower, in connection with preventing theft and providing a safe sports environment. The Customer or Participant agrees to the use of cameras by ONE Institute.

2. ONE Institute retains the images obtained through the use of a camera for a period not exceeding 12 weeks.

Article 21 – Deviation of general terms and conditions from the Agreement

If any provision in these general terms and conditions differs from a provision in the Agreement, the provision contained in the Agreement shall prevail.

Article 22 – Annulment or nullity provision

1. If any provision of these general terms and conditions or Agreement is void or annulled, the remaining provisions of these general terms and conditions or the Agreement shall remain in full force and effect.

2. In the event the situation of paragraph 1 arises, ONE Institute shall formulate new provisions to replace the void or nullified provisions, whereby ONE Institute shall observe as much as possible the purpose and meaning of the void or nullified provision.

Article 23 – Applicable law

The Agreement and these general terms and conditions are exclusively governed by Dutch law.

Article 24 – Choice of forum

All disputes regarding the Agreement and these general terms and conditions shall be submitted to the District Court of Amsterdam.

These terms and conditions are posted on ONE Institute’s website (www.oneinstitute.nl).