General Terms and Conditions Parternships

AVPHV2023

Below you will find the general terms and conditions governing partnerships with Stichting Health Valley Netherlands (hereinafter: ‘Health Valley’). Hereinafter, the term, ‘Partner’, refers to any party that enters into a partnership with Health Valley. 

Partnerships

• A Health Valley partnership shall be linked to a legal entity or a natural person and shall not be transferable.
• A partnership may be registered with Health Valley using the ‘Partnership Registration Form’, which is available on the Health Valley website.
• A Partner may be mentioned on the Health Valley website along with their business logo and profile, including a link to their business website. A Partner shall be required to supply such data to Health Valley. Health Valley reserves the right to stipulate additional requirements in respect of the nature of the information which a Partner wishes to have published on the Health Valley website.
• Personal data may be processed when Health Valley work is carried out. The processing of personal data shall be governed by Health Valley’s Privacy and Cookie Statement, which is available on its website.
• A partnership may be entered into for one (1) calendar year. A partnership may be tacitly renewed for a further calendar year at a time, unless the relevant Partner cancels their partnership no less than one (1) month before the end of the current calendar year. A partnership may be deregistered with Health Valley using the ‘Partnership Deregistration Form’, which is available on the Health Valley website.
• Cancellation shall take effect at the end of the relevant calendar year. Health Valley shall be entitled to terminate a partnership for any reason whatsoever at any point towards the end of the current calendar.

Partner’s contribution

• A Partner shall be liable for an annual partner’s contribution. The Health Valley management board shall decide on such contribution each year.
• Based on the information available to it, Health Valley shall assign a Partner to a particular category with a view to determining the amount which that Partner is required to pay by way of a partner’s contribution in any year. In the event that a Partner objects to such assignment, they shall be required to submit proof which reveals any other category to which they belong to the satisfaction of the Health Valley managing director.
• The assignment of organisations to size categories coincides with the definition decided on by the European Commission (see the annex). The Health Valley management board may alter such assignment every year either in response to an amendment made by the European Commission or not.
• Partner’s contribution for 2023 (the amounts mentioned are exclusive of VAT of 21% and may be indexed annually):

• As of the initial date on which they register with the Chamber of Commerce, start-up businesses shall pay a reduced partner’s contribution for a term of three (3) years. The normal partner’s contribution shall apply as of the first quarter following the expiry of this term. 
• * For start-ups that have entered into a partnership with Health Valley before October 1, 2022, a transitional arrangement applies to the reduced partner contribution: € 150 applies in 2023, € 250 from 2024.
• Cluster and network organisations and public-private joint ventures in the field of innovation in life sciences and health may be exempted from payment of a partner’s contribution in the general interest, in this case the general interest is the promotion of a climate of innovation. This shall be determined at the discretion of the Health Valley managing director. The “associate partners” package is not based on exchange of funds. 
• An invoice shall be issued for the annual partner’s contribution for the following partnership year in the fourth quarter or at some other time where a partnership is established in the course of the relevant calendar year. A Partner shall be responsible for supplying their correct correspondence details and any change to same.  
• An invoice shall be issued by post or email and must be paid within fourteen (14) days after the relevant invoice date. A Partner shall not be entitled to suspend or set off payment of an invoice or to postpone it in any other way. Health Valley reserves the right to amend its debt collection procedure each calendar year or in the interim.
• A Partner who enters into a partnership with Health Valley in the course of a calendar year shall be liable for a proportionate part of their partner’s contribution every half year. In this way admission during the period from January to June shall give rise to liability for a partner’s contribution as of 1 January, admission during the period from July to December to liability for a partner’s contribution as of 1 July. An exception applies to start-up businesses: they pay the full, reduced partner’s contribution in the first calendar year.
• In the event of late payment of a partner’s contribution Health Valley may suspend all of its obligations towards the relevant Partner. Furthermore, in the event that a Partner fails to effect timely payment, they shall be in default without notice of default or a reminder being required and Health Valley shall be entitled to terminate the relevant partnership with immediate effect.
• Under no circumstances shall a Partner be entitled to a refund of any partner’s contribution that they have paid. 
• Health Valley shall not be liable towards a Partner for its failure to comply with an agreement or any loss which a Partner may suffer in relation to the relevant partnership except in the case of a wilful act or omission, or gross negligence on the part of Health Valley. For the rest, Health Valley shall not be liable for any non-compliance on the part of any other party except in the case of a wilful act or omission, or gross negligence on the part of Health Valley. In the event that Health Valley is liable towards a Partner, such liability shall in all cases be confined to the relevant partner’s contribution. A Partner shall indemnify Health Valley against any claim made by another party in connection with the execution of an agreement and/or the relevant partnership.

Commitment

A Health Valley partnership means that a Partner is committed to Health Valley's mission and vision. Partners realize that the network is not only about individual interests, but also about solidarity and collective interests. This means that Partners makes an active contribution, not only in money, but also in time and effort. For example in the form of:

• participation in organized activities; from
• exchange of knowledge and experience.

By actively participating in the organized activities, Partners show that networking only yields if participants are willing to invest in the network before being able to harvest.

Annex 

What are employees according to the European Commission’s definition?

When determining the size of your organisation, you should include the following individuals:

• employees;
• persons working for the enterprise being subordinated to it and deemed to be employees under national law;
• owner-managers;
• partners engaging in a regular activity in the enterprise and benefiting from financial advantages from the enterprise.

Under Dutch law, employment agency workers do not constitute part of the number of people who work for a business. An employment agency worker is merely put to work with the relevant interim staff hirer but does not enter the employ of the hiring business.

What are annual work units?

A workforce is calculated on the basis of annual work units (AWUs). This means that an employee who is employed on a full-time basis for an entire year is deemed to represent one (1) unit. The work of an employee who has worked part-time or for only part of a year (for example, a seasonal worker) is counted as a fraction of an AWU.