Article 1 – definitions
1.1. The following words and expression are defined as follows for each agreement to which these general terms and conditions are declared to be applicable to:
– service: a service to be provided/provided by ITQ Consultancy, as further referred to in the agreement concluded between ITQ Consultancy and the client.
– client: a natural person or legal entity which has entered into an agreement with ITQ Consultancy for the provision of services;
– agreement: the arrangements, recorded in writing or confirmed by email or fax, for the provision of one or more services by ITQ Consultancy;
– additional or special terms and conditions: the terms and conditions for a specific service, which apply in addition to these general terms and conditions;
– ITQ Consultancy: the private limited company ITQ Consultancy BV or companies related to it.
Article 2 – applicability of the general terms and conditions
2.1. These general terms and conditions apply to all offers, tenders and agreements to which they have been declared applicable. Additional or special terms and conditions can apply to an offer, tender or agreement. In the event of conflict between the general terms and conditions and the additional or special terms and conditions, the additional or special terms and conditions will prevail.
2.2. The applicability of any terms and conditions of purchase or other (general) terms and conditions of a client is expressly excluded.
2.3. If any clause of these general terms and conditions is null and void or declared void the other clauses of these general terms and conditions will remain fully applicable and ITQ Consultancy and the client will enter into consultation in order to agree to new provisions for the replacement of the null and void or voided provisions, whereby the objective and the effect of the null and void or voided provisions will be observed as much as possible.
2.4. If the client makes use of additional services offered by ITQ Consultancy, the provisions of these general terms and conditions will apply mutatis mutandis to these additional services, unless otherwise stated in the description of the additional service concerned.
2.5. ITQ Consultancy retains the right to amend or add to these general terms and conditions. ITQ Consultancy will inform the client of these amendments. The amendments will come into effect fourteen days after the notification to the client, or on a later date stated in the notification and will also apply with regard to agreements already concluded, always provided that these will in that case only come into effect on the date on which a new subscription period or additional agreement comes into effect.
2.6. If the client does not wish to agree to the amendments of the general terms and conditions, and ITQ Consultancy states in writing to the client that it does not wish to apply the applicable general terms and conditions, the client will be entitled to give notice of termination in writing with commencement on the date on which the new terms and conditions come into effect. Termination will only be accepted if the notice of termination in writing is received by ITQ Consultancy prior to the date of the coming into effect of the amended general terms and conditions.
Article 3 – offer and acceptance
3.1. All offers, quotes and tenders made by or on behalf of ITQ Consultancy are without obligation, unless ITQ Consultancy has stated otherwise in advance in writing or by email or fax.
3.2. ITQ Consultancy proceeds from the information provided by the client. If there are considerable contract extras because this information is incorrect or incomplete, ITQ Consultancy will be entitled to charge these contract extras to the client.
3.3. An offer, quote or tender from ITQ Consultancy has a validity period of 30 days, except for revocation.
Article 4 – the agreement
4.1. The agreement comes into effect at the time when ITQ Consultancy has received and accepted the returned offer or confirmation of the assignment signed by the client.
4.2. All addendums to, and amendments of, the agreement can only be agreed to in writing by joint parties.
4.3. The client cannot transfer, wholly or in part, its rights and/or obligations ensuing from or related to the agreement and/or the additional services to a third party without the permission in writing from ITQ Consultancy.
4.4. ITQ Consultancy will be entitled to transfer the rights and obligations under this agreement, or a part thereof, to a third party, which in the opinion of ITQ Consultancy is capable of fulfilling the obligations ensuing from or related to this agreement at the time of the transfer.
4.5 Any responsibility for the fulfilment of statutory obligations, including but not exclusively the Personal Data Protection Act, lies with the client.
Article 5 – prices
5.1. The prices stated in the offers, tenders and agreements are in Euros, excluding VAT and any other duties ensuing from statutory regulations, unless stated otherwise.
5.2. ITQ Consultancy can index the rate as from 1 January of each year.
Article 6 – payment terms
6.1. The payment term of a sent invoice amounts to 30 days from the invoice date.
6.2. Payment will take place by means of transfer of the amount due to the account stated on the invoice sent by ITQ Consultancy, without setoff and suspension.
6.3. If the client does not fulfil its payment obligation in a timely manner as agreed between parties, the client will be in default without further notice of default and ITQ Consultancy will retain the right to suspend its work (temporarily). The client will be obliged, from the time that the client is in default, to pay the interest as referred to in Section 119a Book 6 of the Civil Code to ITQ Consultancy, as well as to pay to ITQ Consultancy the actual collection costs incurred by ITQ Consultancy, which are set out at a minimum of € 250.
6.4 All goods delivered by ITQ Consultancy remain the property of ITQ Consultancy as long as the client has not fulfilled all the obligations of the client toward ITQ Consultancy.
Article 7 – termination
7.1. Without prejudice to the provisions of the agreement, ITQ Consultancy has the right to terminate the agreement in writing with immediate effect and without judicial intervention if the client does not properly or not fully fulfil one or more of the obligations of the client toward ITQ Consultancy, or if the client acts contrary to these obligations.
7.2. ITQ Consultancy has the right to terminate the agreement with immediate effect, without notice of default or judicial intervention, if the client is declared insolvent, has applied for, or acquired moratorium, or otherwise has lost the free management over (a part of) its assets.
7.3. The client has no right to compensation in the events referred to in article 7.1 and 7.2.
Article 8 – intellectual property rights
8.1. All copyright, intellectual and industrial property rights to delivered services, including but not limited to software, ideas, models, technologies, analyses, instruments, designs, documentation and reports, are exclusively vested in ITQ Consultancy or the suppliers of ITQ Consultancy. Unless expressly agreed otherwise in writing, these rights will never be transferred to the client.
8.2 ITQ Consultancy will be entitled to use the rights referred to under 8.1 for other or several purposes.
8.3. The client is obliged to respect the copyrights and other intellectual and industrial property with regard to the services and indemnifies ITQ Consultancy with regard to this against any claim by third parties.
Article 9 – obligations of the client
9.1. The client will provide all information necessary for the execution of the assignment in a timely manner in order to have the execution of the assignment proceed properly and in accordance with the time schedule. In addition the client will provide, if necessary for the execution of the assignment, access to a suitable workplace and the means of communication necessary thereby.
Article 10 – complaints
10.1. The client must, with regard to defects of the work carried out and/or the invoice amount, complain in writing no later than fourteen (14) working days from the date of dispatch, or fourteen (14) working days from the discovery of the defect, in the absence of which any claim toward ITQ Consultancy will lapse.
10.2. If the claim of the client is well-founded ITQ Consultancy will adjust or reimburse the services after consultation. A complaint does not suspend the obligations of the client.
Article 11 – force majeure
11.1. If ITQ Consultancy unattributably fails in the fulfilment of its obligations it will not be liable. In so far as the fulfilment does not remain permanently impossible, its obligations will be suspended. If the period, during which force majeure makes the fulfilment of the obligations impossible, lasts longer than thirty days, each of the parties will be entitled to terminate the agreement, without in that case an obligation of compensation (of damage) existing.
11.2 If at the occurrence of the force majeure ITQ Consultancy has already fulfilled a part of its obligations, ITQ Consultancy will be entitled to separately invoice for the products/services already delivered/provided and the client will be obliged to pay this invoice.
11.3. Force majeure is taken to mean all external causes as a result of which ITQ Consultancy is not able, or as the case may be it cannot be required from ITQ Consultancy in all reasonableness, to fulfil its obligations toward the client, regardless of whether this circumstance was foreseeable at the time of the concluding of the agreement. This includes inter alia, but not limited thereto, obligations imposed by authorities, which have consequences for the service, breakdowns in the systems that form part of the infrastructure of the client, the telecommunication infrastructure or breakdowns in networks.
Article 12 – liability
12.1. If one or more of the parties fails in the fulfilment of one or more obligations under the agreement, the other party will give it notice of default in writing whereby a reasonable period will be given in which to still fulfil its obligation(s), unless fulfilment of the obligation(s) concerned is already permanently impossible, in which case the party in default will be immediately in breach of contract.
12.2. Any liability of ITQ Consultancy is limited to half of the invoice amount that relates to the (part) agreement, during which one of the parties attributably fails, however in any event limited to an amount of € 50,000 per (part) agreement.
12.3. Direct damage exclusively includes:
a. material damage to property of the other party or third parties;
b. the reasonable costs incurred for the prevention or limitation of direct damage, which could be expected as a result of the incident on which the liability is based.
12.4. Parties are not liable for any other form of damage, also including, but not limited thereto, indirect damage, consequential loss, loss due to business interruption, lost sales and lost profit, costs due to loss of data, costs for the prevention or limitation of every other form of damage other than that referred to in article 12.3 and costs incurred for the establishing of the damage.
12.5. If, as a result of an incident as referred to in article 12.2, one or more claims arise and the joint claims exceed the maximums set out in the same subclause, the party liability for compensation will only be obliged to pay the joint claims in proportionality to the maximums stated in article 12.2.
12.6. Each of the parties must have reported the damage in writing to the other party as soon as possible, but no later than within four weeks from the arising thereof. Damage that is not reported within this period will not be eligible for compensation, unless the other party makes it plausible that a response in writing in a timely manner could not be expected from it in all reasonableness.
Article 13 – confidentiality
13.1. Parties and the employees of parties are obliged to maintain confidentiality of that which comes to his/her knowledge on the basis of the agreement, insofar as this relates to the development, the implementation and the processes, of the service and/or the product, all this in the broadest sense of the words. This obligation also applies after the termination of the agreement.
13.2. Parties and the employees of parties will refrain from the use,
in whatsoever manner, also including, but not limited thereto, multiplication and disclosure of the information referred to in the previous subclause or any part thereof, for any purpose other than the performance of the agreement.
Article 14 – takeover of personnel
14.1. None of the parties may, during the execution of the assignment and within one year from the termination of the assignment, employ persons of the other party, who have been involved during the execution of the assignment, or negotiate with these persons regarding commencement of employment, other than exclusively in consultation with the other party.
Article 15 – applicable law
15.1. Dutch law exclusively applies to the agreement.
15.2. Any disputes will exclusively be submitted to the authorised court in the
jurisdiction of Noord-Holland
Registration with the Chamber of Commerce
ITQ Consultancy BV is registered with the Chamber of Commerce under number 28107312.