For the purposes of these general terms and conditions:
- Client: the party that gives the order.
- Contractor: Quintesense.
- Assignment or Agreement: the contract of assignment, whereby the contractor undertakes to perform work towards the client.
- These general terms and conditions apply to all legal relationships between Quintesense and the client, except to the extent that the content of these general terms and conditions is explicitly deviated from in the order confirmation.
- Quintesense expressly rejects the applicability of the client’s General Terms and Conditions.
3 CONCLUSION OF THE AGREEMENT
- The agreement is concluded at the moment quintesense has accepted the assignment or when Quintesense has started the assignment. The assignment is deemed to have been concluded under the applicability of these general terms and conditions.
- Quintesense reserves the right to use its capacity elsewhere as long as a written offer made by it has not (yet) been received.
- The agreement replaces, and replaces, all previous proposals, correspondence, agreements or other communication, made in writing or orally.
- The agreement is entered into for an indefinite period of time, unless it follows from the content, nature or scope of the assignment that it has been entered into for a certain period and/or for the duration of a particular project.
4 COOPERATION BY THE CLIENT
- The Client must ensure that all data and documents that Quintesense needs in accordance with its opinion for the correct and timely execution of the assignment are made available and/or that it cooperates so that Quintesense can obtain the information deemed necessary.
- The Client must ensure that Quintesense is informed without delay about facts and circumstances that may be relevant in connection with the correct execution of the assignment.
- Unless the nature of the assignment results otherwise, the client is responsible for the accuracy, completeness and reliability of the data and documents made available to Quintesense, even if they come from or from third parties.
- Unless the nature of the assignment results otherwise, the client will deploy or have the personnel deemed necessary by Quintesense to enable Quintesense to carry out the work.
5 EXECUTION OF THE CONTRACT
- All work carried out by Quintesense is carried out to the best of its knowledge and ability in accordance with the requirements of good craftsmanship. With regard to the intended work, there is an obligation of effort on the part of the contractor, unless explicitly stipulated otherwise.
- Quintesense can first perform more work and charge the client than for which the assignment was given, if the client has given permission for this in advance. However, if the contractor is obliged to perform additional work by its (legal) duty of care, it is entitled to charge this to the client, even if the client has not explicitly given permission for the performance of such additional work in advance.
- If the client wishes to involve third parties in the execution of the assignment, he will only do so after having reached agreement with Quintesense, since the direct or indirect involvement of a third party in the execution of the assignment can have a significant influence on the contractor’s possibilities to carry out the assignment correctly. The provisions of the previous sentence apply mutatis mutandis to the contractor.
- Unless any provision of law (such as the Money Laundering and Terrorist Financing Prevention Act), regulation or other (professional) rule obliges it to do so, Quintesense is obliged to maintain confidentiality towards third parties. However, an exception is made in the event that the contractor is acting on his own behalf in disciplinary, criminal or civil proceedings in which these documents may be of interest.
- Unless prior written permission has been given by Quintesense for this purpose, the client will not disclose the content of reports, advice or other written or non-written expressions of the contractor that have not been drawn up or made with the intent of providing third parties with the information contained therein. The client will also ensure that third parties cannot take note of the content referred to in the previous sentence.
- The Client and Quintesense will impose the obligations under this article on third parties to be engaged by them.
- By way of derogation from the provisions of Articles 6.1 and 6.2, Quintesense is entitled to disclose the work performed anonymously in general terms to (potential) customers of the contractor.
7 INTELLECTUAL PROPERTY
- Quintesense reserves all intellectual property rights with respect to products of the spirit that it uses or has used and/or develops and/or has developed in the context of the execution of the assignment, and in respect of which it has or may assert the copyrights or other intellectual property rights.
- The client is expressly prohibited from reproducing, revealing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts and other mental products of Quintesense, in the broadest sense of the word, whether or not with the involvement of third parties. Reproduction and/or disclosure and/or exploitation is only permitted after obtaining written permission from the contractor. The Client has the right to multiply the written documents for use within its own organization, insofar as it is appropriate within the purpose of the assignment. In the event of interim termination of the contract, the foregoing shall apply mutatis mutandis.
- Quintesense’s fee does not depend on the outcome of the assignment, unless explicitly agreed otherwise.
- Quintesense’s fee, if necessary plus advances and expenses from third parties engaged, will be charged to the client after completion of the work, unless the client and the contractor have made other agreements about this.
- Payment by the client must be made without deduction, discount or debt settlement, within 15 days after the invoice date. Objections to (parts of) invoices submitted do not suspend the client’s payment obligation.
- If the period referred to in 9.1 is exceeded, the client shall be in default by operation of law, after being ordered at least once by Quintesense to pay within a reasonable period of time. Without prejudice to quintesense’s other rights, in such a case the client shall owe statutory interest from the due date until the date of full payment without further notice of default.
- All reasonably incurred judicial and extrajudicial (collection) expenses, which Quintesense incurs as a result of the client’s failure to comply with its payment obligations, shall be borne by the Client.
- If quintesense considers that the financial position and/or payment behaviour of the client gives rise to this, the contractor is entitled, without prejudice to its other rights, to immediately suspend the further execution of the agreement and all that the client owes to the contractor for whatever reason is immediately due and payable.
- Complaints regarding the invoice amount and/or the work performed must be made known to the contractor in writing within 10 days of the date of dispatch of the relevant invoice or of the invoice on which the relevant work has been charged.
- If the client demonstrates that he could not reasonably have discovered the defect earlier, the defect must be made known to Quintesense within 10 days, whereby a limitation period of 3 months applies from the date of dispatch of the relevant invoice or of the invoice on which the relevant work has been charged.
- In the event of a rightly issued complaint, Quintesense has the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge or not (anymore) carrying out the assignment in whole or in part against a refund in proportion to the fee already paid by the client.
- Quintesense will be able to carry out its work to the best of its ability, taking into account the care that can be expected. If an error is made because the client has provided incorrect or incomplete information, the contractor is not liable for the resulting damage. If the client demonstrates that he has suffered damage as a loss due to an error by the contractor that would have been avoided in the event of careful action, the contractor is only liable for that damage for one-off assignments up to a maximum of once the amount of the fee for the relevant assignment. In the case of an assignment with a longer lead time of more than 1 month, a limitation of the liability referred to here applies to a maximum of the fee that Quintesense received for its work in the last month of the assignment, unless there is intent or gross negligence on the part of the contractor.
- The Client indemnifies Quintesense against claims from third parties for damage caused by the client to the Contractor being incorrect or incomplete information, unless the client demonstrates that the damage was caused by intent or gross negligence on the part of the contractor.
- The Client and Quintesense can terminate the agreement in writing at any time (in the interim) subject to a reasonable notice period.
- The agreement may be terminated by either party by registered letter (in the interim) without observance of a notice period in the event that the other party is unable to pay its debts or if a liquidator, administrator or liquidator has been appointed, the other party is in debt restructuring, or for any other reason ceases its activities or if the other party deems the emergence of one of the above circumstances to one party reasonably plausible.
- In all cases of (interim) termination, the Contractor retains the right to payment of the invoices for work carried out by it up to that time, whereby the provisional results of the work performed up to that time will be made available to the client subject to reservation. Insofar as the transfer of the work entails additional costs for the contractor, these will be charged to the client.
- Upon termination of the agreement, each of the parties must immediately make available to that other party all goods, goods and documents owned by the other party.
13 INTERNET USAGE
During the execution of the assignment, the client and Quintesense will be able to communicate with each other by electronic mail at the request of one of them. Both the client and the contractor acknowledge that the use of electronic mail is subject to risks such as (but not limited to) distortion, delay and virus.
The Client and the Contractor hereby determine that they will not be liable to each other for damage that may result from one or each of them as a result of the use of electronic mail.
14 EXPIRY DATE
Insofar as these general terms and conditions do not provide otherwise, rights of action and other powers of the client for whatever means against Quintesense in connection with the performance of work by the contractor in any case expire after 6 months after the moment when the client became aware or could reasonably be aware of the existence of these rights and powers.
If one or more provisions of this agreement prove not to be legally valid, the agreement will remain in force for the rest. The parties will consult on the provisions which are not legally valid, in order to make a replacement arrangement that is legally valid and as close as possible to the scope of the scheme to be replaced.
The provisions of this agreement, the express or tacit intention of which they remain in force even after termination of this agreement, will remain in force afterwards and the parties will continue to bind both parties.
17 CONFLICTING CLAUSES
In the event that these general terms and conditions and the order confirmation contain conflicting terms and conditions, the conflicting conditions that are included in the order confirmation apply. For the rest, these general terms and conditions apply in full.
18 APPLICABLE LAW AND CHOICE OF FORUM
- The legal relationship between Quintesense and the client, as well as those who use its services, is subject to Dutch law.
- All disputes relating to this agreement, or of agreements concluded pursuant to this Agreement, will be submitted exclusively to the competent court in the district of the Rechtbank Oost Brabant.