Terms and conditions QAssurance BV.

QAssurance BV

These are the general terms and conditions of QAssurance BV, established in Rotterdam, Van Nelleweg 1, 3044 BC, company registered by the Dutch Chamber of Commerce under number 30214560.

Article 1: General

1.1 These general terms and conditions apply to all offers, assignments, agreements and obligations, of QAssurance BV, hereinafter referred to as the contractor, with third parties, hereinafter referred to as the client, respectively their legal successors.

1.2      All offers of the contractor are free of obligation. Agreements are only officially concluded after a written confirmation from the contractor to the client and after the agreements have been signed in duplicate and signed by the client and the contractor.

1.3 The terms and conditions of the client do not apply, unless they have been accepted by the contractor and confirmed with a signature.

Article 2: Pricing

2.1 The fee for an assignment consists of a pre-calculation on the basis of which the actual price is calculated by subsequent calculation or based on a pre-defined agreed fixed price.

2.2 All additional costs, including any administrative costs, travel, accommodation costs and travel time, will be charged in the price according to the standard fees of the contractor, unless it explicitly stated otherwise.

2.3 The contractor is free to make price changes during an assignment in the event of legislative changes, social charges, premiums or any other measure from government or other legal provisions lead to an increase in the costs for the contractor. The contractor is free to pass on this increase to the client per commencement date.

Article 3: Invoicing and payment terms

3.1 Invoicing takes place in equal biweekly installments or if the duration of the assignment is less than one month, at the time of end of the assignment indicated in the agreement, unless it is explicitly agreed otherwise.

3.2 The payment of the invoice must be made within fourteen days of the invoice date, unless explicitly agreed otherwise. The payment takes place exclusively and directly to the contractor and has taken place as soon as the contractor can actually dispose the payment.

3.3 If the payment has not been made on time, the statutory interest will be charged after the due date, without notice of default being required. If the client is in default or the contractor otherwise fails to fulfil one or more of its obligations, all reasonable costs for obtaining payment will be tolerated by the client, both judicial and extrajudicial.

3.4 If payment is not made, the contractor may individually suspend the execution of the assignment.

3.5 In the event of liquidation, (imminent) bankruptcy or suspension of payment of the client, the obligations of the client are immediately due and payable.

3.6 If the assignment has been given by several clients, all clients are jointly liable for compliance with the payment obligations.

Article 4: Content and execution of the assignment

4.1 The contractor will record the content of the assignment written. The agreement also lays down the manner of execution of the assignment and the pre-calculation.

4.2 The contractor will execute all agreements to the best of its knowledge and ability and in accordance with the requirements of good workmanship. If, after accepting the assignment, it appears that it is unachievable as a result of circumstances unknown to the contractor, the contractor has the right to demand that the assignment be changed in such a way that execution is possible.  If and to the extent required for the proper execution of the agreement, the contractor has the right to have certain work performed by third parties. If and to the extent required for the proper execution of the agreement, the contractor has the right to have certain work performed by third parties.

4.3 The contractor can, in consultation with the client, change the composition of the contractor’s team if the contractor believes that this is necessary for the execution of the assignment. The change must not reduce the quality of the work to be performed or adversely affect the continuity of the contract. In consultation, a team change can also take place at the request of the client.

4.4 The client accepts that the time schedule of the assignment can be influenced if the parties agree in the interim to extend or change the approach, working method or scope of the assignment and / or the resulting work. If such an adjustment leads to additional work, this will be confirmed to the client as an additional assignment. If, at the request or with the prior consent of the client, the contractor has performed work or other services that fall outside the content or scope of the agreed services, these activities or performances will be reimbursed by the client in accordance with the applicable rates of the contractor.

Article 5: Duration and end of the assignment

5.1 The duration and delivery time of the assignment is based on the contractor’s pre-calculation. The pre-calculation is indicative unless a certain delivery time is explicitly guaranteed in writing.

5.2 The client shall ensure that all data, of which the contractor indicates that they are necessary for the correct execution of the agreement, are provided to the contractor in a timely manner. In the event of overdue delivery, the contractor shall be entitled to suspend performance of the order and/or to charge the client for the additional costs resulting from the delay.

5.3 In the event of force majeure and other circumstances of such a nature, including illness, that compliance with the agreement can reasonably be expected by the contractor, the delivery time will be extended by a period equal to that of the continuation of those circumstances. Except for gross negligence on the part of the contractor, exceeding the delivery time does not entitle the client to full or partial suspension of the agreement, nor to compensation.

Article 6: Entering into an employment relationship by the client with a worker

6.1 During the term of the agreement or within one year after termination thereof, the client is prohibited from entering into an employment contract directly with, or from appointing an employee of the contractor, unless this has been agreed with the contractor.

Article 7: Confidentiality

7.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement.

Article 8: Intellectual property

8.1 Without prejudice to the provisions of Article 7 of the terms and conditions, the contractor reserves the rights and powers that belong to it on the basis of the Copyright Act.

8.2 All reports, advice, designs, models, techniques, instruments and software provided by the contractor that are included in the assignment remain the property of the contractor and are exclusively intended to be used by the client. These may not be reproduced, published or brought to the knowledge of third parties by the client without the prior written consent of the contractor.

8.3 The contractor reserves the right to use the knowledge gained through the execution of the work for other purposes, to that extent as no confidential information is brought to the knowledge of third parties.

Article 9: Dissolution

9.1 Without prejudice to the provisions of Article 3, the agreement shall be dissolved without judicial intervention, after a written declaration, at the time when the client is declared bankrupt, applies for provisional suspension of payments, or by attachment, guardianship or otherwise loses the power of disposal over assets or parts thereof, unless the trustee or administrator loses the obligations arising from this agreement, as an estate debt.

9.2 In the event that, after the conclusion of the agreement, the contractor becomes aware of circumstances concerning the client or the security requested by the contractor for compliance with the obligations is not forthcoming and the contractor has good reason to fear that the client will not comply with their obligations, the contractor is entitled to suspend the further execution of the agreement, or to dissolve the agreement.

9.3 As a result of the dissolution, existing claims become immediately due and payable. The client is liable for the damage the contractor suffered, including profit loss.

Article 10: Complaints

10.1 In the event of a demonstrable lack of performance on the part of the contractor, the client may terminate the agreement by notifying the contractor in a registered letter no later than seven days after discovery, with due observance of a notice period of at least thirty days.

10.2 If the client has not complained within the aforementioned period and/or the client has not given the contractor the opportunity to repair the defects, the right to complain will lapse.

10.3 Complaints about invoices must be submitted in writing no later than seven days after receipt of the invoice.

Article 11: Liability

11.1 The contractor’s liability for any direct damage is in any case, per event, limited to 50% of the invoiced or to be invoiced amount. The contractor is never liable for indirect damage, including consequential damage.

11.2 The limitations of liability included in these terms and conditions shall lapse if there is demonstrable intent or gross negligence on the part of the contractor and this has been reported in writing to the contractor by the client within a reasonable period of time.

Article 12: Applicable rights and disputes

12.1 Any agreement between the client and the contractor is governed by Dutch law. All disputes arising from or related to a legal relationship between the parties to which these general terms and conditions apply will be settled exclusively in the first instance by the competent court of the District of Rotterdam.