Terms and conditions

General terms and conditions

The use of MANA's Services is subject to the following terms and conditions.

The Services are offered by MANA, a trade name of Human Energy Factory B.V., located at Parallelweg Oost 21 in (5555XA) Valkenswaard and registered with the Chamber of Commerce under registration number 80944396 (hereinafter, "MANA").

Article 1: Definitions.

Capitalized terms in these general terms and conditions, shall in each case (both singular and plural) have the meaning ascribed to them.

Account: The personal account made available to Customer by MANA for the purpose of using the Services purchased, and -in case Customer is a Company- any additional (sub)accounts created by MANA or Company for End Users, if and insofar as agreed in the Agreement.

Terms and Conditions: the present terms and conditions.
Company: The natural and/or legal person acting in the course of a profession or business with whom MANA has entered into the Agreement for the purpose of providing the Services.
Consumer: The natural person with whom MANA has entered into the Agreement and who uses the Services.
Services: the Services that MANA provides for the benefit of Customer under the Agreement, including but not limited to the provision of the MANA mobile application for the purpose of improving the lifestyle and well-being of Customer and End User(s), as further described in Article 4.
End user: The natural person using the Services provided by MANA for the benefit of Company, such as Company's employee(s).
Intellectual Property Rights: rights (of intellectual property) including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
Customer: the person with whom MANA has entered into the Agreement. The customer may be a Consumer or Business.
Office hours: the time from 9:00 a.m. to 5:00 p.m. (Dutch time) on business days (Monday through Friday), with the exception of official Dutch holidays and on days on which MANA has previously indicated it will be closed.
Materials: all websites, (web) applications, house styles, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the mind, as well as preparatory material thereof and the data carriers on which these materials are located.
Agreement: Agreement between MANA and Customer under which MANA will provide the Services to Customer and of which the General Terms and Conditions form an inseparable part.
Party(ies): Customer and MANA together or separately.
Written: paper-based, dated and signed correspondence. Written includes e-mail in addition to described paper, provided that the origin and integrity of these messages is sufficiently established.
Confidential Information: non-public information related to one or both Parties and information that a Party indicates is confidential, or information the Parties should reasonably have known is confidential given the nature or content of the information.
Website: MANA's website, [hyperlink], and any other (sub-)domains.

Article 2: Agreement: Applicability and Conclusion

Consumer can register through the Website to purchase MANA's Services. After registering through the Website and if the Consumer is subsequently selected by MANA, Consumer will receive an e-mail. The e-mail contains a code to log in to the Services, activate the personal Account in MANA's mobile application and complete the registration process.
The Agreement with Consumer comes into effect when the registration on the Website is completed by Consumer and Consumer is selected by MANA. If Customer is a Company, the Agreement comes into effect when MANA's offer is accepted in Writing by Company. The registration process described in Article 2.1 does not apply in that case.
The Terms and Conditions apply to all offers including offers of MANA, the performance of work by or on behalf of MANA and the performance of (future) Agreements.
All offers from MANA to Company are without obligation and valid until the date stated on the offer. MANA is not obligated to accept an acceptance from Company after the expiration of this period, but if MANA does so, the offer is still considered accepted.
If the Company's acceptance (whether or not on minor points) differs from the offer, MANA is not bound by it. In that case, the Agreement is not concluded in accordance with this deviating acceptance unless MANA explicitly states otherwise.

Article 3: Execution of the Agreement

Once the Agreement has been concluded, MANA will endeavor to provide the Services in accordance with the Agreement as soon as possible. The deadlines announced by MANA to the Company are indicative and are not binding.
Customer will provide MANA with all support necessary and desirable to enable the correct and timely delivery of the Services. In any case, Customer will provide all information that MANA indicates is necessary, or that Customer should reasonably understand is necessary for the provision of the Services.
MANA will take reasonable requests from Customer into account as much as possible in performing the Agreement, but is not obliged to comply with such a request. MANA is entitled to charge a fee for complying with such a request. If a request from Customer cannot be complied with, MANA will give reasons why.
MANA is entitled to engage third parties in the performance of the Agreement. Any associated costs will only be borne by Customer if agreed in advance.

Article 4: The Services.

The Services include providing and maintaining the MANA mobile application for the purpose of improving the lifestyle and well-being of Customer and End User(s). Within the application, there are three components on which Customer and End User(s) can improve their lifestyle: (1)nutrition, (2) training and (3) mindset. Furthermore, MANA offers a community within the Services, where users of the MANA application can, among other things, exchange experiences. For further information about the Services, Customer can consult the Website.
When using the Services, questionnaires may be administered. These questionnaires serve to identify the needs of Customer and/or End User and propose an improvement plan. The questionnaires do not provide a diagnosis. For a diagnosis, consult a qualified physician, psychologist or psychotherapist.
MANA cannot provide any guarantees regarding the results of following a (training and/or nutrition and/or mindset) improvement plan advised via the Services. After all, this partly depends on the (correct) implementation of the plan by the Customer or End User. MANA cannot exert any influence on this.
The Services are not intended as (support for) medical treatment. MANA does not treat and no treatment agreement is therefore concluded between Customer/End User(s) and MANA. Customer and End User(s) should be aware that any advice communicated to Customer and/or End User(s) via the Services should always be considered in the light of the specific situation of Customer and/or End User and should only be regarded as guidelines. Customer and End User should be aware that for treatment a specialist such as a doctor, dietician, physiotherapist, psychologist or psychotherapist should be consulted.
Part of the monthly fee payable by Customer is converted by MANA into so-called "MANA Points". Part of these MANA-points can be earned back by Customer, for example by achieving a certain training frequency. With the MANA-points, Customer can then, for example, activate additional functionalities in the Services. Customer agrees that part of the MANA Points will be used by MANA for the benefit of a collective charity, which is selected by the community based on the charities suggested by MANA, and cannot be freely spent by Customer within the Services. Within the Account, the distribution of MANA Points and the current MANA Points balance can be viewed.
The right to use the Services is granted on an "as-is" basis. This means that Customer accepts the functionalities of the Services as is and that Customer is and remains fully responsible for the use of the Services. MANA cannot guarantee that the Services are suitable for the purpose intended by Customer or End User(s).
Customer may request additional services. If Customer requests additional work or services beyond the scope of the Agreement, or requests additional work, the Parties will consult on the matter and MANA will make an offer. MANA will perform the additional work only after Customer accepts the offer.

Article 5: Registration And Account

After registering on the Website and if Consumer is subsequently selected by MANA, Consumer will receive a code to activate the Account. Consumer can then log in with the Account to use the Services.
If the Customer is a Business, this Article 5.2 will apply instead of Article 5.1. MANA and Company will agree in the Agreement how the Account will be provided to Company by MANA or how Company can create an (administrator) Account and - if agreed - how any (sub) Accounts for End Users can be created. MANA and Company may agree on a specific number of Accounts to be issued in the Agreement.
The use of Accounts by Customer is the responsibility and at the expense and risk of Customer. MANA may assume that everything that happens from the Accounts is under the direction and supervision of Customer.
An Account and the login data are strictly personal and may not be shared with any other person. Customer must keep the login details secret.
Customer is aware that loss of login credentials may result in unauthorized access to the Services. Customer shall secure the login data against unauthorized access and unauthorized persons. In particular, Customer shall keep the password strictly confidential.
In case of suspected misuse of the Services, Customer shall notify MANA immediately and Customer shall change the login credentials.

Article 6: Rules of use

It is prohibited to use the Services for actions that violate Dutch or other applicable laws and regulations or to infringe on the rights of third parties.
In addition, it is prohibited to use the Services in a way that creates a nuisance or inconvenience to third parties. This includes, among other things, the use of one's own scripts or programs or making excessively frequent calls to the Services.
If MANA observes or has a reasonable suspicion that Customer or its End User(s) is violating the aforementioned or statutory provisions, or receives a complaint about this, it will warn Customer and give Customer the opportunity to respond to the complaint. If the complaint is well-founded, MANA may itself intervene to end the violation. At MANA's discretion, MANA may intervene without warning in urgent or serious cases.
MANA is at all times entitled to report any criminal offenses observed and will render its cooperation to competent orders. In addition, MANA is entitled to hand over the name, address, IP address and other identifying data of Customer or the relevant End User to a third party who complains that Customer or the End User is infringing its rights or these terms and conditions, provided that:

it is sufficiently plausible that the information, viewed in isolation, is unlawful and harmful to the third party;
the third party has a real interest in obtaining the data;
it is plausible that in the specific case there is no less intrusive possibility of retrieving the data; and
the balancing of the interests involved means that the third party's interest should prevail.

6.5. MANA may recover damages resulting from violations of these rules of conduct from Company. Company shall indemnify MANA against all third-party claims for damages resulting from a violation of these rules of conduct.
6.6. Contrary to Article 6.5, if Customer is a Consumer, this Article 6.6 applies. The Consumer indemnifies MANA against third-party claims for compensation for damages that these third parties might (attempt to) recover from MANA in any way, insofar as this claim is based on the use of the Services by the Consumer and/or non-performance by the Consumer of its obligations under the Agreement. MANA is not liable for any damage whatsoever that Consumer suffers as a result of intervention by MANA in the complaint procedure, even if the complaint turns out to be unjustified and the contributions are not contrary to Dutch law.

Article 7: Support

MANA will provide a reasonable level of support to Customer and its End Users regarding questions about the use and management of the Services, as well as technical issues related to the Services.
The support described in the previous paragraph is offered through [phone number] during Business Hours. MANA strives to resolve help desk requests within a reasonable period of time. The time required to resolve reports may vary.

Article 8: Complaint procedure

MANA takes complaints and notifications regarding the Services extremely seriously. In case of questions, comments and complaints, they can be contacted through the appropriate contact options on the Website or through the contact details listed at the bottom of these General Terms and Conditions. The reporter will receive an acknowledgement of receipt of the complaint.
MANA will respond to complaints about the Services as soon as possible, but no later than fourteen (14) days after receipt. For more information, please refer to the complaints procedure on the Website.

Article 9: Availability And Maintenance

MANA strives to keep the Services online as much as possible, but cannot guarantee uninterrupted availability.
MANA is entitled to take the Services or parts thereof out of service temporarily for the purpose of maintenance (planned and unplanned), modification or improvement thereof.
If, in MANA's judgment, the functioning of the computer systems or network of MANA or third parties is endangered, for example in the case of a (d)dos attack or malware activities, MANA is entitled to take all measures it reasonably considers necessary to avert the danger and limit or prevent damage. This may result in limited availability.
MANA may from time to time at its sole discretion modify the functionality(s) of the Services, provided and to the extent that this does not result in a substantially different Service. In doing so, feedback and suggestions are welcome, but ultimately MANA itself decides which modifications to make or not.

Article 10: Security And Privacy

MANA will make every effort to secure the Services against misuse and unauthorized access to Customer's data.
In the performance of the Agreement, personal data of Consumer and End User(s) will be processed by MANA, where MANA is to be regarded as the data controller. Consult the privacy and cookie statement at [hyperlink] for more information.
In performing the Agreement, MANA will process personal data on behalf of the Company, whereby the Company is to be regarded as the data controller and MANA as the processor. The parties will enter into a processor's agreement in which agreements on the processing and security of this personal data are laid down. Mentioned terms have the meanings set forth in the applicable privacy laws and regulations.
Company guarantees that any provision of (personal) data to MANA is lawful and that the processing of this data in accordance with the Agreement does not violate any applicable privacy laws and regulations.

Article 11: Intellectual Property Rights.

All Intellectual Property Rights in the Services and any Materials provided by MANA under the Agreement are vested in MANA or its licensors.
Customer receives from MANA the non-exclusive, non-transferable and non-sublicensable rights of use in respect of the Services and any Materials to the extent arising under the Agreement or otherwise granted in Writing. The rights of use apply for the duration of the Agreement.
Customer is not entitled to make changes to the Services and is not entitled to a copy of the source files of the Services, except as permitted by law.
All information entered into the Services by or on behalf of Customer remains the property of Customer. MANA is granted a right of use to this information during the term of the Agreement in order to perform the Agreement and enable the use of the Services. Customer may revoke this right of use by removing the relevant information and/or terminating the Agreement.
Customer may provide feedback to MANA to improve the Services. MANA receives from Customer a perpetual right to use this feedback to improve the Services.
MANA may take (technical) measures to protect the Services. If MANA has taken such security measures, the Customer is not permitted to circumvent or remove such security.
The Customer is not permitted to remove or modify any indication of Intellectual Property Rights from the Services. It is also not permitted to remove indications of confidentiality from the Service.

Article 12: Confidentiality

Both Parties shall keep Confidential Information strictly confidential and use it only to the extent necessary for the performance of the Agreement.
The parties shall also impose this obligation on their employees as well as third parties engaged by them in performance of the Agreement.
The receiving Party shall ensure that Confidential Information receives the same level of protection against unauthorized access or use as its own Confidential Information, but at least a reasonable level of protection.

Article 13: Compensation And Payment Terms.

Customer owes a monthly fee for the use of the Services, all this as further specified in the Agreement. MANA will send an invoice for all amounts due and is thereby entitled to invoice in advance and electronically. If Company objects to (the amount of) an invoice, this does not suspend the payment obligation.
All invoices are subject to a payment term of fourteen (14) days, unless the invoice states a different payment term or a different term is agreed upon in Writing.
All prices quoted by MANA to the Company are in euros and exclusive of VAT and other government levies. MANA's prices to consumers are inclusive of VAT.
Sections 13.5 through 13.10 apply only if Customer is a Business.
If an invoice is not paid within the payment period, the Company is in default without notice of default being required. In such a case, MANA is entitled to suspend delivery of the Services in whole or in part. MANA is not liable for any losses incurred by the Company as a result.
In the event of late payment, in addition to the amount due and the commercial interest accrued thereon, the Company shall be liable for full compensation of both extrajudicial and judicial collection costs, including the costs of attorneys, lawyers, bailiffs and collection agencies.
All of MANA's claims are immediately due and payable if Company is declared bankrupt, Company applies for or is granted suspension of payments, Company's operations are terminated or its business is liquidated.
MANA may adjust the agreed prices at any time based on changed rates of MANA's suppliers, which will be passed on to the Company on a pro rata basis.
MANA is entitled to index the prices used in this Agreement annually, during the month of January using the Consumer Price Index of the Central Bureau of Statistics, of January compared to January of the previous year.
In the cases described in the previous two paragraphs of this article, the Company does not have the right to terminate the Agreement. For other price changes, the procedure in Article 16 of these General Conditions shall apply.

Article 14: Liability And Force Majeure

This Article 14 applies only if Customer is a Business.
MANA's liability for damages resulting from a breach of the Agreement, an unlawful act or otherwise, shall be limited per event (whereby a series of consecutive events shall be deemed to be a single event) to the amount paid by MANA's insurer in the relevant case, and if it fails to pay, to the amount (excluding VAT) paid by Company under the Agreement for twelve (12) months prior to the occurrence of the damages.
MANA is only liable for direct damages resulting from an attributable failure to perform the Agreement, consisting of:

damage directly inflicted on tangible property ("property damage");
Reasonable and demonstrable costs incurred by the Company to induce MANA to properly perform the Agreement (again), unless the defective performance is not attributable to MANA;
reasonable costs to determine the cause and extent of the damage;
reasonable and demonstrable costs incurred by Company in preventing or limiting the damage, to the extent that Company demonstrates that these costs resulted in limiting the damage;
reasonable and demonstrable costs of having the Agreement performed by a third party, if MANA, after being reminded by Company, does not (again) perform properly within the reasonable period specified in the notice.

14.4. Any limitation or exclusion of liability contained in the Agreement shall not apply if the damage is the result of (1) intentional or deliberate recklessness on the part of MANA's management/company management, or (2) death or physical injury.
14.5. A condition for the creation of any right to compensation is that the Company reports the damage in writing to MANA no later than thirty (30) days after discovery.
14.6.MANA cannot be required to perform any obligation under the Agreement if performance is prevented as a result of force majeure. MANA is not liable for any damages resulting from force majeure.
14.7. Force majeure includes power outages, Internet failures, telecommunications infrastructure failures, network attacks (including (d)dos attacks), malware or other malicious software attacks, civil unrest, natural disasters, terrorism, mobilization, war, import and export barriers, strikes, supply chain delays, fire, floods and if MANA is unable to perform by its suppliers for any reason.
14.8.If a force majeure situation has lasted longer than ninety (90) days, both Parties are entitled to terminate the Agreement in Writing with immediate effect. The Services provided in that case by MANA before the force majeure situation occurred and during the force majeure situation shall be settled proportionately.
14.9.The Parties agree that Article 6:271 of the Civil Code and the elaboration of the provisions therein in the following articles are excluded. In brief, this means that upon dissolution of the Agreement, the Parties do not have to undo the performances received by the Parties up to that time. There is then, for example, no obligation for Company to return delivered Services to MANA.

Article 15: Duration And Termination

Unless otherwise agreed, the Agreement with Consumer is entered into for an indefinite period. The Agreement can be terminated by Consumer at any time with a notice period of one calendar month. Termination is effected by terminating the Account.
Articles 15.3 through 15.8 apply only if Customer is a Business.
The Agreement with Company is entered into for the period specified in the Agreement.
If the duration of the Agreement is not specified in the Agreement, the Agreement shall be deemed to have been entered into for a period of one (1) year.
The Agreement may be terminated by either Party with three (3) months' notice by the end of the term of the Agreement and interim termination is not possible, unless otherwise provided in the Agreement. In the absence of such Written notice of termination by Company, the Agreement shall be tacitly renewed for a term of one (1) year each time after the initial term.
MANA may immediately suspend or terminate the Agreement in Writing, without notice of default, if:
Company is in default with respect to any material obligation under the Agreement, or
Company is declared bankrupt, or
Company applies for or is granted suspension of payments, or
Company's operations are terminated, or its business is liquidated.
Obligations which by their nature should continue to exist after termination of the Agreement, including the obligation of confidentiality, shall continue to exist after termination of the Agreement.
Upon termination, for any reason, MANA is entitled to immediately terminate or suspend access to Services.

Article 16: Modifying Agreement.

MANA has the right to amend or supplement the Terms and Conditions. MANA will announce the amendment or addition to Customer by e-mail at least thirty (30) days before it takes effect.
If Customer does not wish to accept the amendments or additions, Customer may object with reasons within fourteen (14) days after publication, after which MANA will reconsider the amendment or addition. If MANA decides to stand by the amendment or addition, Customer may terminate the Agreement In Writing by the date the amendment takes effect.
Both Parties shall cooperate fully in the event of amendments or additions to the General Conditions which are necessary due to new or changed legislation. Such amendments or additions will be made in consultation between the Parties, without Company having the option of terminating the Agreement. For Consumer, the procedure in the second paragraph of this article applies.
The procedure described in paragraphs 2 and 3 of this article does not apply to changes of minor importance. Such changes may be imp

Article 17: Other provisions

The Agreement is exclusively governed by Dutch law, unless mandatory law for Consumer dictates otherwise.
Unless otherwise prescribed by the rules of mandatory law, all disputes between the Parties in connection with the Agreement will be submitted to the competent Dutch court for the district where MANA has its registered office.
MANA is entitled to transfer its rights and obligations under the Agreement to a third party that acquires MANA or its business activities.
If any provision of the Agreement is void or annulled, the other provisions of the General Conditions shall remain in full force and effect. The parties will replace the void or nullified provisions with new provisions, taking into account as much as possible the purpose and meaning of the void or nullified provision.

Article 18: Contact Information

For questions, complaints or comments about these Terms and Conditions, please contact us using the contact information below:

Human Energy Factory B.V. t.h.o.d.n. MANA

Parallel Road East 21

5555XA Valkenswaard 
info@join-mana.com