1.1 These General Terms and Conditions apply to all offers, quotations, and agreements for the delivery of services and products by QInsights. If a continuing performance agreement has arisen between the parties, these general terms and conditions apply to the continuing performance agreement and any resulting agreements.
1.2 Deviations from these terms and conditions can only occur in writing and apply only to the specific agreement to which the deviations relate. The applicability of the General Terms and Conditions of the other party is hereby expressly rejected unless they have been accepted in writing by QInsights.
1.3 If one or more provisions in these general terms and conditions are wholly or partially null and void or should be annulled, then the other provisions in these general terms and conditions remain fully applicable. QInsights a nd the Client will then enter into consultation to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
1.4 If a situation arises between the parties that are not regulated in these general terms and conditions or if there is uncertainty about the interpretation of one or more provisions, then action must be taken in accordance with the spirit of these provisions.
1.5 If QInsightsd oes not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply or that Qeludra would lose the right to demand strict compliance with these provisions and terms and conditions in other cases.
2.1 All offers/quotations are valid for 30 days unless otherwise stated on the quotation. All offers are based on the information provided by QInsights during previous conversations, which Qeludra considers to be correct.
2.2 QInsights cannot be bound by its offers if the customer can reasonably understand that the offer or any part of it contains an obvious mistake or error.
2.3 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, QInsights is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless Qeludra indicates otherwise in writing.
2.4 A composite quotation does not oblige QInsights to perform part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
2.5 If the Client, whether or not after receipt of a quotation, takes an option on a date/dates, this option will remain in force for a maximum of one month, after which it will lapse. If the Client wishes to convert the option into a definitive agreement, he must inform QInsights by e-mail within one month after he has taken the option.
3.1 All prices stated by QInsights are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs unless otherwise indicated.
3.2 QInsights is at all times entitled to increase the fee or price without the Client being entitled to dissolve the agreement for that reason if the increase results from a power or obligation under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
4.1 QInsights has the right to have certain activities carried out by third parties.
5.1 If a term has been agreed upon or specified for the execution of certain activities or for the delivery of specific goods, this is never a deadline. If a term is exceeded, the Client must therefore give QInisghts written notice of default. QInisghts must be offered a reasonable period of time to implement the agreement.
5.2 QInisghts will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this is based on the state of science known at that time.
5.3 The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.
5.4 If work is carried out by QInisghts or third parties engaged by QInisghts in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the reasonably desired facilities free of charge. In this context, costs to be incurred by the Client, internally and by engaging third parties, shall be borne by the Client.
5.5 The Client shall ensure that all data, of which QInisghts indicates that they are necessary or of which the Client should reasonably understand that they are required for the execution of the agreement, are provided to QInisghts in a timely manner. Suppose the information necessary to execute the agreement has not been provided to QInisghts in time. In that case, QInisghts has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay by the usual rates. The execution period does not commence until the Client has made the data available to QInisghts. QInisghts is not liable for damage of whatever nature because QInisghts has assumed incorrect and/or incomplete information provided by the Client.
5.6 If during the agreement’s execution, it appears necessary for a proper performance thereof to change or supplement it, the parties will adjust the agreement in a timely manner and through mutual consultation. Suppose the nature, scope, or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed, and the agreement is thereby changed in quality and/or quantitative terms. In that case, this may have consequences for what was initially agreed. As a result, the originally approved amount can also be increased or decreased. QInisghts will quote as much as possible in advance. By a change to the agreement, the initially stated period of execution can also be changed. The Client accepts the possibility of changing the agreement, including the difference in price and term of execution.
5.7 If the agreement is changed, including a supplement, QInisghts is entitled to implement it only after approval has been given by the Client, and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time when it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by QInisghts It is not a reason for the Client to terminate or cancel the agreement.
5.8 Without being in default, QInisghts may refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
5.9 If the Client should be in default in the proper fulfillment of what it is obliged to do towards QInisghts , the Client shall be liable for all damage on the part of QInisghts arising directly or indirectly as a result.
6.1 QInsights is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fully or not timely comply with the obligations under the agreement. QInsights can no longer be required to fulfill the agreement under the initially agreed conditions if, after the conclusion of the agreement, learned circumstances give QInsights good reason to fear that the Client will not abide by the obligations. If the Client has been requested at the conclusion of the agreement to provide security for the satisfaction of its obligations under the agreement and this security is not forthcoming or insufficient or if due to the delay on the part of the Client, QInsights can also no longer be required to fulfill the agreement under the originally agreed conditions
6.2 Furthermore, QInsights is entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of QInsights.
6.3 If the agreement is dissolved, the claims of QInsights against the Client are immediately due and payable. If QInsights suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.
6.4 If QInsights proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs arising in any way.
6.5 If the dissolution is attributable to the Client, QInsights is entitled to compensation for the damage, including the costs, arising directly and/or indirectly as a result.
6.6 If the Client fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, QInsights is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification. In contrast, the Client is obliged, on account of non-performance, to pay compensation or indemnification.
6.7 If the agreement is terminated prematurely by QInsights, QInsights will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work for QInsights entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period unless QInsights indicates otherwise.
6.8 In the event of liquidation, of (application for) suspension of payment or bankruptcy, of seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, QInsights is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. In that case, QInsights claims against the Client are immediately due and payable.
6.9 If the Client cancels a placed assignment in whole or in part, the work that was performed and the goods ordered or prepared for this purpose, plus any supply, removal, and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client, except insofar as article 10 of these terms and conditions stipulates otherwise.
6.10 If QInsights cannot comply due to circumstances unknown to it when the agreement was concluded, it has the right to change the agreement so that execution thereof becomes possible.
6.11 QInsights has the right to suspend the fulfillment of its obligations if, as a result of changes in the circumstances that were not reasonably foreseeable at the time of the conclusion of the agreement and were beyond its control, it is temporarily prevented from fulfilling its obligations.
6.12 If QInsights has imputably failed to comply with the agreement, this will not lead to a refund of the agreed price and/or compensation for damage. However, QInsights will make reasonable efforts to still comply properly. QInsights will not charge any additional costs for this.
7.1 QInsights is not obliged to fulfill any obligation towards the Client if it is prevented from doing so due to a circumstance that is not due to fault and is not for its account under the law, a legal act, or generally accepted views.
7.2 Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforeseen, on which QInsights cannot exert any influence, but as a result of which Qinsights is unable to fulfill its obligations. Strikes in the company of QInsights or third parties, illness /death/impediment of the employee of QInsights, who is charged with the execution of the assignment, and insufficient registrations for services based on "open registration" included. QInsights also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after QInsights should have fulfilled its obligation.
7.3 QInsights may suspend the obligations under the agreement during the period the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without obligation to pay compensation for damage to the other party.
7.4 As much QInsights has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, QInsights is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if there were a separate agreement.
7.5 In the event of force majeure, QInsights will make reasonable efforts to provide the Client with an alternative solution if desired.
28.1 If QInsights should be liable, its liability is limited to what is regulated in this provision.
8.2 QInsights is not liable for damage, of whatever nature, caused by QInsights assuming incorrect and/or incomplete information provided by or on behalf of the Client.
8.3 If QInsights should be liable for any damage, then the liability of QInsights is limited to a maximum of the invoice value of the assignment, at least to that part of the assignment to which the liability relates, at least to a maximum of the value of one installment payment in case of payment in installments
8.4 The liability of QInsights is, in any case, always limited to the amount of the payment of its (professional) liability insurer plus the deductible applicable to QInsights, where applicable.
8.5 QInsights is only liable for direct damage and excludes any form of liability for any other damage named, including consequential, personal injury, and trading loss.
8.6 QInsights excludes, in particular, any form of liability for damage resulting from or related to any unlawful act or omission, or shortcoming in the fulfillment of an obligation by a subordinate or independent auxiliary person, whom QInsights engages in the performance of the work assigned by the Client, insofar as no rules of mandatory law oppose this.
8.7 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence by QInsights or its managerial subordinates.
9.1 QInsights will never be further liable towards third parties for damage arising during the execution of the agreement to which these terms and conditions apply than QInsights is towards the Client.
9.2 The Client indemnifies QInsights against any further liability and will, where possible, stipulate a corresponding indemnification for Qeludra in its agreements with third parties.
9.3 The Client fully indemnifies QInsights against claims for damages from third parties, based on violation of intellectual property rights, by the use of designs, images, drawings, models, software, quotations, and the like or caused by the application of working methods that have been provided or prescribed to QInsights by or on behalf of the Client for the execution of the agreement.
9.4 If QInsights should be held liable by third parties, the Client is obliged to assist QInsights both outside and in court and to immediately do everything that may be expected of it in that case. If the Client fails to take adequate measures, QInsights is entitled, without notice of default, to do so itself. All costs and damage on the part of QInsights and third parties arising, as a result, are entirely at the expense and risk of the Client.
10.1 The Client must pay QInsights' invoices within 14 days of the invoice date unless otherwise agreed. QInsights is entitled to invoice periodically.
10.2 If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client then owes an interest of 2% per month, or the amount stated on the invoice. The interest on the due amount will be calculated from the moment the Client is in default until the moment of payment of the total amount due.
10.3 The Client is never entitled to set off the amount owed by him to QInsights. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to invoke section 6.5.3 (Articles 231 to 247 book 6 of the Dutch Civil Code), is also not entitled to suspend the payment of an invoice for any other reason.
10.4 If the Client is in default, QInsights reserves the right to suspend the work or to cancel the assignment.
10.5 If the Client is in default with payment or the fulfillment of any other obligation under an agreement, QInsights is entitled to proceed to full or partial dissolution of that agreement without judicial intervention, without prejudice to Qeludra's right to claim compensation.
10.6 After a reminder and late payment within the reminder period, the Client will owe 15% of the principal sum in collection costs without further notice if and as soon as he is in default, with a minimum of EUR 150,--.
10.7 Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on all fees due.
11.1 The Client is prohibited without written permission from QInsights to alienate, show, or otherwise use the designs, documentation, information, step-by-step plans, offers, etc. provided by QInsights to third parties (hereinafter: documents). The Client is permitted to reproduce these documents for its own use as needed for an assignment.
11.2 Unless otherwise agreed, copyrights and all other intellectual property rights to these documents remain with QInsights.
13.1 Dutch law applies to all offers and agreements for the execution of assignments. The applicability of the Vienna Sales Convention is excluded.
13.2 Disputes arising from or related to an offer, a quotation, and an agreement with QInsights will be settled by the competent court in the district of Qinsights' place of business, except insofar as the law prescribes otherwise. Nevertheless, QInsights has the right to submit the dispute to the competent court according to the law.
13.3 The parties will only appeal to the court after making every effort to settle a dispute in mutual consultation.
October 2024, QInsights