In these General Terms and Conditions, the following words have the meanings set out below when these words are written with a capital letter, except and to the extent that the context requires otherwise:
User: Q&A Insights B.V., with its principal place of business in Amersfoort at Printerweg 22 (3821 AD), registered in the Commercial Register under number 58913009, as well as its legal successor under general or specific title;
Client: the natural person (being consumers), the natural person (not being consumers), who operates a business or acts in a professional capacity, or legal entity on whose instructions and/or at whose request the User carries out an activity of any nature, or with whom the User enters into an Agreement, as defined below, or with whom the User is in discussions or negotiations with regard to entering into an Agreement;
Parties: the User and the Client jointly;
Agreement: any agreement that is made between the Client and the User, any amendment or supplement thereto, as well as all legal acts in preparation and performance of that agreement;
Service: all work to be carried out by or on behalf of the User for the Client that is the subject of an Agreement, including but not limited to quantitative and qualitative research, developing visions and strategies, training programmes and presentations.
Project price: a fixed price to be agreed by the Parties for a specific number of Services, which the User provides for a certain project or a certain period.
2.1 Except to the extent expressly agreed otherwise by the Parties in writing, these General Terms and Conditions apply to all Agreements and to all acts, performances, offers and other legal acts between the User and the Client.
2.2 The User expressly rejects the applicability of any general terms and conditions of the Client.
2.3 The engagement of third parties by the User does not affect the applicability of these General Terms and Conditions.
2.4 If the Client sets asides these General Terms and Conditions, by declaring in writing the applicability of its own general terms and conditions, only those clauses of the aforesaid own general terms and conditions that are not in conflict with these General Terms and Conditions will apply or if those clauses in the aforesaid own conditions have been accepted in writing by the User.
2.5 The User reserves the right at all times not to use the stipulations in these General Terms and Conditions.
3.1 All offers made and/or quotes issued by the User are without obligation. The prices stated in the offer made and/or quote issued are exclusive of VAT and other government levies, unless stated otherwise. The prices are based on the price-determining factors, whatever they may be, that apply at the time of the offer or quote.
3.2 All offers made and/or quotes issued by the User are valid for a period of fifteen days after the date thereof, unless stated otherwise.
3.3 The User is not bound to quotes it has issued or offers it has made, or to any part thereof, if the Client should reasonably have understood that the quote issued or offer made, or part thereof, contained an obvious error or spelling mistake.
3.4 An Agreement is only made after acceptance by the Client of the offer made and/or quote issued by the User, or when the User actually starts performing the project. An acceptance of the offer by the Client involves the entire offer or quote as such.
3.5 Oral promises by and agreements with subordinates of the User do not bind the User until they are confirmed in writing by a non-subordinate.
4.1 The Client must provide the User, in a timely manner, with all the information the User believes that it needs for the proper performance of the Agreement. The User's offer is based on the information provided by the Client for that purpose, and the User may rely on the accuracy and completeness thereof. The information provided by the Client will serve as the starting point for the conclusion of the Agreement. The Client guarantees the accuracy, completeness and reliability of the information provided to the User, even if this originates from third parties.
4.2 The Client must provide the User with the Client's employees who are involved in and necessary for the performance of the Agreement in a timely manner.
4.3 If the details or items required for the performance of the Agreement are not provided or made available to the User in a timely manner, or are incomplete and/or incorrect, the User has the right to suspend performance of the Agreement and to charge the Client – based on the User's usual rates – for the extra costs arising from the delay.
4.4 The Client must ensure that the work to be carried out by third parties, which does not form part of the work agreed with the User, is carried out in such a way and in such a timely manner that it does not delay the performance of the work.
4.5 At the User's request, the Client will provide the User, free of charge, with its own work space on its premises, with a telephone connection and, if necessary for its work, a workstation with network connection.
5.1 The User will perform the Agreement to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
5.2 The involvement or engagement of third parties in the performance of the Agreement by the Client and/or by the User may only take place by agreement.
5.3 The User may change the composition of the team in consultation with the Client if it believes this to be necessary for the performance of the Agreement. The change may not diminish the quality of the Services to be carried out, nor detrimentally affect the continuity of the work. A change to the team may also take place at the Client's request in consultation with the User.
6.1 Before the User commences performance of the Agreement, the Client must notify the User in writing of any amendments that the Client requires to the Agreement or its performance after the project has been awarded, or the Agreement has been made with the User. Such amendments will only become part of the Agreement after the User has accepted the amendments in writing or has commenced the performance thereof. If in the User's opinion the amendments required by the Client make proper performance of the Agreement impossible, the User is entitled to terminate the Agreement with the Client extrajudicially on that basis. In that case, the User is not liable for any damage suffered by the Client as a result thereof, of any nature and scope whatsoever. Problems arising
6.2 If the User accepts the amendments in the original Agreement or has commenced the performance thereof, the Client is obliged to pay the User for all (extra) costs arising therefrom, as well as costs of additional work, without prejudice to the Client's other payment obligations with respect to the Agreement made with the User.
6.3 If the aforesaid amendments lead to a delay in the performance of the Agreement, the periods specified by the User will be extended by the length of the delay. The User is not liable towards the Client for the delay arising therefrom.
6.4 If the performance of the Agreement cannot take place without interruption, or is delayed in another way, the User is entitled to charge the Client for the costs arising therefrom, unless the User is to blame for the interruption/delay.
6.5 If the User is otherwise of the opinion that additional work applies, it will inform the Client thereof in writing at the earliest opportunity. The User will also give the Client an indication of the consequences for the period of completion of the performance of the Agreement, as well as the costs involved in the additional work.
6.6 If the Client has not stated any objections to the additional work within five working days after receiving the notification from the User referred to in the previous paragraph, the Client will be deemed to have accepted this additional work and the Client will be required to pay the User for the extra costs arising therefrom.
7.1 The periods/delivery times provided by the User to the Client in connection with the performance of the Agreement are an approximation only and cannot be regarded as strict deadlines, even if they concern final dates.
7.2 If the performance of the Agreement by the User cannot take place within the agreed period, the User will, at the earliest opportunity, inform the Client of the possible period within which the Agreement can be executed.
7.3 If any period specified by the User is exceeded, the User is in default in that regard only once the Client has sent the User notice of default and given the User a reasonable period within which to still fulfil its obligations towards the Client.
7.4 If any period specified by the User is exceeded, this shall not under any circumstances confer the right to damages, unless this has been agreed in writing.
7.5 In a financial sense, the Agreement has been complied with in full and the project thus completed as soon as the User has delivered the final product to the Client (a research report, a ranking, or oral presentation thereof).
8.1 If during the performance of the Agreement is it found that this is impracticable because of circumstances not known to the User, the User has the right to demand that the Agreement be amended such that performance is possible, except if performance is not possible due to force majeure. The costs arising from the aforesaid for User or costs of additional work will be charged to the Client. If the User suffers damage, this damage will also be compensated by the Client.
8.2 In the event of temporary force majeure, the User is entitled to suspend performance of its obligations and to extend the periods within which the Agreement must be performed by the period during which the temporary hindrance applies. If the aforesaid hindrance lasts longer than six months, the Client may demand partial or full termination of the Agreement, without the Client being entitled to damages, such without prejudice to the Client’s payment and other obligations for the part of the Agreement already performed by the User.
8.3 If the User has already fulfilled some of its obligations upon commencement of the force majeure, or can only perform some of its obligations, the User is entitled to send a separate invoice for the part of the Agreement carried out or to be carried out, and the Client is obliged to pay this invoice as though it involved a separate contract.
8.4 The force majeure referred to in this article means, in addition to that provided by law and legal precedence, all causes arising externally, foreseen or unforeseen, over which the User has no control, including the circumstance where the User's suppliers and/or subcontractors do not fulfil their obligations in full or in time, weather conditions, earthquakes, fire, loss or theft of tools, loss of the materials to be processed, road blocks, strikes or work interruptions and import or trade restrictions, as a result of which the User is temporarily or permanently unable to perform all or some of its obligations.
8.5 The User will inform the Client of a potential or actual situation of force majeure at the earliest opportunity.
9.1 Cancellation by the Client of a project awarded or an Agreement already made between the Parties is only possible with the written agreement of the User. If the User agrees to the cancellation, the Client will owe the User reimbursement of at least 30% of the Project Price. In addition, the Client is required to reimburse the User for all costs already incurred by the User and/or preparatory and other work already carried out by the User.
9.2 If the Client does not perform one or more of its obligations (including payment obligations) towards the User in full, in time or in the proper manner, the User is entitled – without prejudice to all other rights vested in the User – to suspend the performance of its obligations towards the Client until the Client has performed its obligations towards the Client in full.
9.3 If in the User's opinion the performance of the work cannot take place in a timely manner due to circumstances beyond its control, it is entitled, without this entitling the Client to compensation for damage, to suspend the work for as long as the circumstances continue.
9.4 The User has, in addition to all its other rights, the right to terminate the Agreement made with the Client, without further prior notice of default or legal intervention, by means of a written extrajudicial declaration, without the User being liable to pay any damages, if:
10.1 All hourly rates and other prices specified by the User are stated in euros and exclusive of VAT. The hourly rates and/or Project Price do(es) not include the additional costs incurred by the User in the context of the Agreement, which the Client must pay the User in addition and on top of the fee owed. Additional costs will in any case include: travel and subsistence expenses, costs for testing materials and all amounts charged by third parties that the User has engaged with respect to the Agreement.
10.2 If a Project Price has not been agreed, the price will be determined on the basis of the number of hours actually spent (hourly rate basis). The price will then be calculated according to the User's usual hourly rates, applicable for the period in which the work is carried out, unless a different hourly rate is agreed.
10.3 A target price can be given in the event of an hourly rate basis. This is an as accurate as possible estimate of the total price finally owed, comprising hours and/or materials and/or other costs.
10.4 For projects with a duration of more than four weeks, the costs owed by the Client will be charged periodically (monthly).
10.5 If there is a price increase (due, for example, to an increase in taxes, levies, wages, social security charges, etc.) after the offer is made, quote is issued and/or any agreement is concluded, the User is entitled to increase the price/rates stated in the offer and/or agreed accordingly.
10.6 The User is at all times entitled to charge the Client for all price-increasing factors that have arisen after the quote has been issued or the Agreement has been made.
10.7 If due to the acts or omissions of the Client or third parties engaged by the Client for a project or Services, or due to the actions of others for whom the Client is responsible contractually or by law, the User has spent more hours on the project or the Services than it budgeted for, the User has the right to charge the Client for that extra time at the applicable hourly rates. This provision is equally applicable to the additional costs incurred or to be incurred by the User. The User will inform the Client of this at the earliest opportunity.
11.1 The payment conditions are stated on and apply to the offer made, quote issued and/or Agreement. If nothing in that regard has been agreed in the quote, the following payment conditions apply:
11.2 All payment terms should be considered final deadlines, unless expressly agreed otherwise in writing.
11.3 The full amount owed by the Client to the User is immediately due and payable if:
11.4 Payments must be made in euros, without deductions, into a bank account specified by the User, unless the Parties have made different arrangements in writing. Every power to set off of the Client, on whatever basis and for whatever reason, is expressly excluded.
11.5 Any objections against invoices, specifications, descriptions and prices must be brought to the knowledge of the User in writing within eight days after the invoice date or date of sending, in the absence of which the invoices, specifications, descriptions and prices will be regarded as established between the User and the Client. Any objections brought by the Client to the User's knowledge in good time will not suspend the Client's payment obligation.
11.6 If the Client does not pay, does not pay in time or does not pay in full, it will owe the statutory commercial interest over the outstanding invoice amount without prior notice of default, and a part of a month will be counted as an entire month. After the end of each month, the amount over which interest is calculated will be increased by the interest owed for that month.
11.7 If the Client fails to fulfil its payment obligations, all costs related to the collection of the amount owed – both judicial and extrajudicial – will be for the account of the Client, without prejudice to the other rights vested in the User. The extrajudicial costs are set at 15% of the outstanding amount(s), with a minimum of €375.
11.8 Payments made by the Client will always first be used to settle all interest and costs owed, and second to settle the longest-standing invoices due, even if the Client states that the payment relates to a subsequent invoice.
11.9 If the project is awarded by more than one Client, all Clients are jointly and severally liable for the performance of the obligations set out in this article (regardless of the name on the invoice).
12.1 All rights of intellectual property with regard to the items/services delivered by the User to the Client, including the research data, databases, rankings and research reports – both physical and digital – are vested in the User, or in a supplier of the User that it has authorised to provide the relevant Services to the Client, even after the Client has fulfilled in full all its obligations from the Agreement, as well as all claims of the User due to non-performance of the Agreement by the Client.
12.2 The Client is not permitted to disclose the results of any Service delivered by the User, such as a report, a proposal or another document in any way whatsoever without the express written permission of the User.
12.3 The User declares that to the best of its knowledge the performance of the Services does not infringe on any third-party intellectual property rights applicable in the Netherlands. If legal proceedings are brought due to an infringement of such rights or the possibility of this exists, the User can, at its own discretion, replace or change the performance of the relevant Service, or acquire the right to continue the Service, or terminate the Agreement in whole or in part, with reimbursement of the payment made by the Client to the User for this Service.
12.4 Any log-in details for software applications provided by the User to the Client are personal and cannot be transferred to other persons within the organisation, nor to third parties.
12.5 Models, methodologies and resources, including software, that are used for the performance of the Agreement and included the advice or research result are and remain the property of the User. The Client may not provide the models, methodologies and resources, including software, to third parties. Disclosure can only take place with written permission.
12.6 The Client is entitled to reproduce the results of any Service delivered by the User, such as a report, a proposal or another document for use within its own organisation, to the extent that this fits the purpose of the Agreement.
12.7 If the Client provides the User with email addresses that are used for the performance of the Agreement, for example to email the research questionnaire, these email addresses remain the property of the Client at all times. The User may only use these email addresses in the context of the performance of the Agreement.
12.8 In the event of early termination of the Agreement, the provisions of Articles 12.1, 12.2, 12.4 and 12.5, 12.6 and 12.7 are equally applicable.
13.1 The Parties are required to keep confidential from third parties all details, information, documents and other information that they have obtained in relation to the Agreement or its performance, with the exception of those third parties that the User involves for the performance of the Agreement, and only to use them for the purpose for which they have been provided.
13.2 The Client will not inform third parties about the User's approach, its working methods and suchlike without the User's permission, nor make available its reports/log in details.
14.1 For the duration of the Agreement, as well as for one year after its termination, neither party will, in any way whatsoever, employ or otherwise directly or indirectly recruit one another's employees that the Parties called upon and are or have been involved in the performance of the Agreement, except with the permission of the other party.
14.2 If the prohibition referred to in paragraph 1 is violated, the other party will owe an immediately payable penalty of €1,500 per week or part of a week that the violation continues.
15.1 The User is not liable for any damage suffered or to be suffered by the Client (or third parties), of any nature and/or scope whatsoever, related to or arising from the performance of the Agreement, including damage to items belonging to the Client or third parties, as well as indirect damage, including for example trading loss, consequential damage, loss of profits, missed savings and damage caused by business interruption, unless:
15.2 If and to the extent that, despite the provisions of paragraph 1, the User is found to be liable towards to Client, in whatever capacity and/or for whatever reason, that liability is limited to the amount for which the insurance referred to in Article 15.1.b provides cover, up to a maximum of the invoice amount (excluding VAT) that the Client is charged for work carried out that caused of the damage. A series of related damage incidents/events is considered to be a single damage incident/event.
15.3 The User is not liable towards the Client for damage and/or costs, of any nature and/or scope whatsoever, in any way related to or arising from acts of, negligence of, mistakes of, and/or the quality of the work delivered by, third parties who are engaged by the User in the performance of the Agreement, unless that damage is partly due to an intentional act or gross negligence considered equivalent thereto on the part of the User.
15.4 Except in the event of an intentional act or gross negligence considered equivalent thereto on the part of the User, the Client will indemnify the User for and from all claims of third parties, for any reason whatsoever, for compensation for damage, costs or interests, related to the Services carried out or to be carried out.
16.1 The User is not permitted to transfer the rights and obligations described in any Agreement with the Client to third parties. In the event that obligations of the User are transferred, the User must inform the Client thereof beforehand and the Client will have the right to terminate the Agreement.
16.2 The Client is not entitled to transfer its rights and/or obligations from an Agreement to any third parties without the prior written permission of the User.
The User is entitled to amend or supplement these General Terms and Conditions. The User will inform the Client thereof in writing.
18.1 All agreements between the Client and the User to which these General Terms and Conditions apply, as well as these General Terms and Conditions themselves, are governed by Dutch law.
18.2 Differences of opinion between the Client and the User will be resolved amicably wherever possible. If a difference of opinion is not resolved amicably, a dispute will be deemed to exist. All disputes arising from an offer made, quote issued or Agreement concluded to which these General Terms and Conditions apply will be submitted exclusively to the competent court in the district in which the User's establishment is located and from where it has carried out the work, unless mandatory legal provisions provide otherwise.
Q&A Insights B.V.
Printerweg 22
3821 AD Amersfoort
In these General Terms and Conditions, the following words have the meanings set out below when these words are written with a capital letter, except and to the extent that the context requires otherwise:
User: Q&A Consultancy B.V., with its principal place of business in Amersfoort at Printerweg 22 (3821 AD), registered in the Commercial Register under number 65015061, as well as its legal successor under general or specific title;
Client: the natural person (being consumers), the natural person (not being consumers), who operates a business or acts in a professional capacity, or legal entity on whose instructions and/or at whose request the User carries out an activity of any nature, or with whom the User enters into an Agreement, as defined below, or with whom the User is in discussions or negotiations with regard to entering into an Agreement;
Parties: The User and the Client jointly;
Agreement: any agreement that is made between the Client and the User, any amendment or supplement thereto, as well as all legal acts in preparation and performance of that agreement;
Service: all work to be carried out by or on behalf of the User for the Client that is the subject of an Agreement, including but not limited to quantitative and qualitative research, developing visions and strategies, training programmes and presentations.
Project price: a fixed price to be agreed by the Parties for a specific number of Services, which the User provides for a certain project or a certain period.
2.1 Except to the extent expressly agreed otherwise by the Parties in writing, these General Terms and Conditions apply to all Agreements and to all acts, performances, offers and other legal acts between the User and the Client.
2.2 The User expressly rejects the applicability of any general terms and conditions of the Client.
2.3 The engagement of third parties by the User does not affect the applicability of these General Terms and Conditions.
2.4 If the Client sets asides these General Terms and Conditions, by declaring in writing the applicability of its own general terms and conditions, only those clauses of the aforesaid own general terms and conditions that are not in conflict with these General Terms and Conditions will apply or if those clauses in the aforesaid own conditions have been accepted in writing by the User.
2.5 The User reserves the right at all times not to use the stipulations in these General Terms and Conditions.
3.1 All offers made and/or quotes issued by the User are without obligation. The prices stated in the offer made and/or quote issued are exclusive of VAT and other government levies, unless stated otherwise. The prices are based on the price-determining factors, whatever they may be, that apply at the time of the offer or quote.
3.2 All offers made and/or quotes issued by the User are valid for a period of fifteen days after the date thereof, unless stated otherwise.
3.3 The User is not bound to quotes it has issued or offers it has made, or to any part thereof, if the Client should reasonably have understood that the quote issued or offer made, or part thereof, contained an obvious error or spelling mistake.
3.4 An Agreement is only made after acceptance by the Client of the offer made and/or quote issued by the User, or when the User actually starts performing the project. An acceptance of the offer by the Client involves the entire offer or quote as such.
3.5 Oral promises by and agreements with subordinates of the User do not bind the User until they are confirmed in writing by a non-subordinate.
4.1 The Client must provide the User, in a timely manner, with all the information the User believes that it needs for the proper performance of the Agreement. The User's offer is based on the information provided by the Client for that purpose, and the User may rely on the accuracy and completeness thereof. The information provided by the Client will serve as the starting point for the conclusion of the Agreement. The Client guarantees the accuracy, completeness and reliability of the information provided to the User, even if this originates from third parties.
4.2 The Client must provide the User with the Client's employees who are involved in and necessary for the performance of the Agreement in a timely manner.
4.3 If the details or items required for the performance of the Agreement are not provided or made available to the User in a timely manner, or are incomplete and/or incorrect, the User has the right to suspend performance of the Agreement and to charge the Client – based on the User's usual rates – for the extra costs arising from the delay.
4.4 The Client must ensure that the work to be carried out by third parties, which does not form part of the work agreed with the User, is carried out in such a way and in such a timely manner that it does not delay the performance of the work.
4.5 At the User's request, the Client will provide the User, free of charge, with its own work space on its premises, with a telephone connection and, if necessary for its work, a workstation with network connection.
5.1 The User will perform the Agreement to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
5.2 The involvement or engagement of third parties in the performance of the Agreement by the Client and/or by the User may only take place by agreement.
5.3 The User may change the composition of the team in consultation with the Client if it believes this to be necessary for the performance of the Agreement. The change may not diminish the quality of the Services to be carried out, nor detrimentally affect the continuity of the work. A change to the team may also take place at the Client's request in consultation with the User.
6.1 Before the User commences performance of the Agreement, the Client must notify the User in writing of any amendments that the Client requires to the Agreement or its performance after the project has been awarded, or the Agreement has been made with the User. Such amendments will only become part of the Agreement after the User has accepted the amendments in writing or has commenced the performance thereof. If in the User's opinion the amendments required by the Client make proper performance of the Agreement impossible, the User is entitled to terminate the Agreement with the Client extrajudicially on that basis. In that case, the User is not liable for any damage suffered by the Client as a result thereof, of any nature and scope whatsoever. Problems arising from the amendments are at all times for the account and risk of the Client.
6.2 If the User accepts the amendments in the original Agreement or has commenced the performance thereof, the Client is obliged to pay the User for all (extra) costs arising therefrom, as well as costs of additional work, without prejudice to the Client's other payment obligations with respect to the Agreement made with the User.
6.3 If the aforesaid amendments lead to a delay in the performance of the Agreement, the periods specified by the User will be extended by the length of the delay. The User is not liable towards the Client for the delay arising therefrom.
6.4 If the performance of the Agreement cannot take place without interruption, or is delayed in another way, the User is entitled to charge the Client for the costs arising therefrom, unless the User is to blame for the interruption/delay.
6.5 If the User is otherwise of the opinion that additional work applies, it will inform the Client thereof in writing at the earliest opportunity. The User will also give the Client an indication of the consequences for the period of completion of the performance of the Agreement, as well as the costs involved in the additional work.
6.6 If the Client has not stated any objections to the additional work within five working days after receiving the notification from the User referred to in the previous paragraph, the Client will be deemed to have accepted this additional work and the Client will be required to pay the User for the extra costs arising therefrom.
7.1 The periods/delivery times provided by the User to the Client in connection with the performance of the Agreement are an approximation only and cannot be regarded as strict deadlines, even if they concern final dates.
7.2 If the performance of the Agreement by the User cannot take place within the agreed period, the User will, at the earliest opportunity, inform the Client of the possible period within which the Agreement can be executed.
7.3 If any period specified by the User is exceeded, the User is in default in that regard only once the Client has sent the User notice of default and given the User a reasonable period within which to still fulfil its obligations towards the Client.
7.4 If any period specified by the User is exceeded, this shall not under any circumstances confer the right to damages, unless this has been agreed in writing.
7.5 In a financial sense, the Agreement has been complied with in full and the project thus completed as soon as the User has delivered the final product to the Client (an advice report, or oral presentation thereof).
8.1 If during the performance of the Agreement is it found that this is impracticable because of circumstances not known to the User, the User has the right to demand that the Agreement be amended such that performance is possible, except if performance is not possible due to force majeure. The costs arising from the aforesaid for User or costs of additional work will be charged to the Client. If the User suffers damage, this damage will also be compensated by the Client.
8.2 In the event of temporary force majeure, the User is entitled to suspend performance of its obligations and to extend the periods within which the Agreement must be performed by the period during which the temporary hindrance applies. If the aforesaid hindrance lasts longer than six months, the Client may demand partial or full termination of the Agreement, without the Client being entitled to damages, such without prejudice to the Client’s payment and other obligations for the part of the Agreement already performed by the User.
8.3 If the User has already fulfilled some of its obligations upon commencement of the force majeure, or can only perform some of its obligations, the User is entitled to send a separate invoice for the part of the Agreement carried out or to be carried out, and the Client is obliged to pay this invoice as though it involved a separate contract.
8.4 The force majeure referred to in this article means, in addition to that provided by law and legal precedence, all causes arising externally, foreseen or unforeseen, over which the User has no control, including the circumstance where the User's suppliers and/or subcontractors do not fulfil their obligations in full or in time, weather conditions, earthquakes, fire, loss or theft of tools, loss of the materials to be processed, road blocks, strikes or work interruptions and import or trade restrictions, as a result of which the User is temporarily or permanently unable to perform all or some of its obligations.
8.5 The User will inform the Client of a potential or actual situation of force majeure at the earliest opportunity.
9.1 Cancellation by the Client of a project awarded or an Agreement already made between the Parties is only possible with the written agreement of the User. If the User agrees to the cancellation, the Client will owe the User reimbursement of at least 30% of the Project Price. In addition, the Client is required to reimburse the User for all costs already incurred by the User and/or preparatory and other work already carried out by the User.
9.2 If the Client does not perform one or more of its obligations (including payment obligations) towards the User in full, in time or in the proper manner, the User is entitled – without prejudice to all other rights vested in the User – to suspend the performance of its obligations towards the Client until the Client has performed its obligations towards the Client in full.
9.3 If in the User's opinion the performance of the work cannot take place in a timely manner due to circumstances beyond its control, it is entitled, without this entitling the Client to compensation for damage, to suspend the work for as long as the circumstances continue.
9.4 The User has, in addition to all its other rights, the right to terminate the Agreement made with the Client, without further prior notice of default or legal intervention, by means of a written extrajudicial declaration, without the User being liable to pay any damages, if:
10.1 All hourly rates and other prices specified by the User are stated in euros and exclusive of VAT. The hourly rates and/or Project Price do(es) not include the additional costs incurred by the User in the context of the Agreement, which the Client must pay the User in addition and on top of the fee owed. Additional costs will in any case include: travel and subsistence expenses, costs for testing materials and all amounts charged by third parties that the User has engaged with respect to the Agreement.
10.2 If a Project Price has not been agreed, the price will be determined on the basis of the number of hours actually spent (hourly rate basis). The price will then be calculated according to the User's usual hourly rates, applicable for the period in which the work is carried out, unless a different hourly rate is agreed.
10.3 A target price can be given in the event of an hourly rate basis. This is an as accurate as possible estimate of the total price finally owed, comprising hours and/or materials and/or other costs.
10.4 For projects with a duration of more than four weeks, the costs owed by the Client will be charged periodically (monthly).
10.5 If there is a price increase (due, for example, to an increase in taxes, levies, wages, social security charges, etc.) after the offer is made, quote is issued and/or any agreement is concluded, the User is entitled to increase the price/rates stated in the offer and/or agreed accordingly.
10.6 The User is at all times entitled to charge the Client for all price-increasing factors that have arisen after the quote has been issued or the Agreement has been made.
10.7 If due to the acts or omissions of the Client or third parties engaged by the Client for a project or Services, or due to the actions of others for whom the Client is responsible contractually or by law, the User has spent more hours on the project or the Services than it budgeted for, the User has the right to charge the Client for that extra time at the applicable hourly rates. This provision is equally applicable to the additional costs incurred or to be incurred by the User. The User will inform the Client of this at the earliest opportunity.
11.1 The payment conditions are stated on and apply to the offer made, quote issued and/or Agreement. If nothing in that regard has been agreed in the quote, the following payment conditions apply:
11.2 All payment terms should be considered final deadlines, unless expressly agreed otherwise in writing.
11.3 The full amount owed by the Client to the User is immediately due and payable if:
11.4 Payments must be made in euros, without deductions, into a bank account specified by the User, unless the Parties have made different arrangements in writing. Every power to set off of the Client, on whatever basis and for whatever reason, is expressly excluded.
11.5 Any objections against invoices, specifications, descriptions and prices must be brought to the knowledge of the User in writing within eight days after the invoice date or date of sending, in the absence of which the invoices, specifications, descriptions and prices will be regarded as established between the User and the Client. Any objections brought by the Client to the User's knowledge in good time will not suspend the Client's payment obligation.
11.6 If the Client does not pay, does not pay in time or does not pay in full, it will owe the statutory commercial interest over the outstanding invoice amount without prior notice of default, and a part of a month will be counted as an entire month. After the end of each month, the amount over which interest is calculated will be increased by the interest owed for that month.
11.7 If the Client fails to fulfil its payment obligations, all costs related to the collection of the amount owed – both judicial and extrajudicial – will be for the account of the Client, without prejudice to the other rights vested in the User. The extrajudicial costs are set at 15% of the outstanding amount(s), with a minimum of €375.
11.8 Payments made by the Client will always first be used to settle all interest and costs owed, and second to settle the longest-standing invoices due, even if the Client states that the payment relates to a subsequent invoice.
11.9 If the project is awarded by more than one Client, all Clients are jointly and severally liable for the performance of the obligations set out in this article (regardless of the name on the invoice).
12.1 All rights of intellectual property with regard to the items/services delivered by the User to the Client, including the research data, databases, rankings and research reports – both physical and digital – are vested in the User, or in a supplier of the User that it has authorised to provide the relevant Services to the Client, even after the Client has fulfilled in full all its obligations from the Agreement, as well as all claims of the User due to non-performance of the Agreement by the Client.
12.2 The Client is not permitted to disclose the results of any Service delivered by the User, such as a report, a proposal or another document in any way whatsoever without the express written permission of the User.
12.3 The User declares that to the best of its knowledge the performance of the Services does not infringe on any third-party intellectual property rights applicable in the Netherlands. If legal proceedings are brought due to an infringement of such rights or the possibility of this exists, the User can, at its own discretion, replace or change the performance of the relevant Service, or acquire the right to continue the Service, or terminate the Agreement in whole or in part, with reimbursement of the payment made by the Client to the User for this Service.
12.4 Any log-in details for software applications provided by the User to the Client are personal and cannot be transferred to other persons within the organisation, nor to third parties.
12.5 Models, methodologies and resources, including software, that are used for the performance of the Agreement and included the advice or research result are and remain the property of the User. The Client may not provide the models, methodologies and resources, including software, to third parties. Disclosure can only take place with written permission.
12.6 The Client is entitled to reproduce the results of any Service delivered by the User, such as a report, a proposal or another document for use within its own organisation, to the extent that this fits the purpose of the Agreement.
12.7 If the Client provides the User with email addresses that are used for the performance of the Agreement, for example to email the research questionnaire, these email addresses remain the property of the Client at all times. The User may only use these email addresses in the context of the performance of the Agreement.
12.8 In the event of early termination of the Agreement, the provisions of Articles 12.1, 12.2, 12.4 and 12.5, 12.6 and 12.7 are equally applicable.
13.1 The Parties are required to keep confidential from third parties all details, information, documents and other information that they have obtained in relation to the Agreement or its performance, with the exception of those third parties that the User involves for the performance of the Agreement, and only to use them for the purpose for which they have been provided.
13.2 The Client will not inform third parties about the User's approach, its working methods and suchlike without the User's permission, nor make available its reports/log in details.
14.1 For the duration of the Agreement, as well as for one year after its termination, neither party will, in any way whatsoever, employ or otherwise directly or indirectly recruit one another's employees that the Parties called upon and are or have been involved in the performance of the Agreement, except with the permission of the other party.
14.2 If the prohibition referred to in paragraph 1 is violated, the other party will owe an immediately payable penalty of €1,500 per week or part of a week that the violation continues.
15.1 The User is not liable for any damage suffered or to be suffered by the Client (or third parties), of any nature and/or scope whatsoever, related to or arising from the performance of the Agreement, including damage to items belonging to the Client or third parties, as well as indirect damage, including for example trading loss, consequential damage, loss of profits, missed savings and damage caused by business interruption, unless:
15.2 If and to the extent that, despite the provisions of paragraph 1, the User is found to be liable towards to Client, in whatever capacity and/or for whatever reason, that liability is limited to the amount for which the insurance referred to in Article 15.1.b provides cover, up to a maximum of the invoice amount (excluding VAT) that the Client is charged for work carried out that caused of the damage. A series of related damage incidents/events is considered to be a single damage incident/event.
15.3 The User is not liable towards the Client for damage and/or costs, of any nature and/or scope whatsoever, in any way related to or arising from acts of, negligence of, mistakes of, and/or the quality of the work delivered by, third parties who are engaged by the User in the performance of the Agreement, unless that damage is partly due to an intentional act or gross negligence considered equivalent thereto on the part of the User.
15.4 Except in the event of an intentional act or gross negligence considered equivalent thereto on the part of the User, the Client will indemnify the User for and from all claims of third parties, for any reason whatsoever, for compensation for damage, costs or interests, related to the Services carried out or to be carried out.
16.1 The User is not permitted to transfer the rights and obligations described in any Agreement with the Client to third parties. In the event that obligations of the User are transferred, the User must inform the Client thereof beforehand and the Client will have the right to terminate the Agreement.
16.2 The Client is not entitled to transfer its rights and/or obligations from an Agreement to any third parties without the prior written permission of the User.
The User is entitled to amend or supplement these General Terms and Conditions. The User will inform the Client thereof in writing.
18.1 All agreements between the Client and the User to which these General Terms and Conditions apply, as well as these General Terms and Conditions themselves, are governed by Dutch law.
18.2 Differences of opinion between the Client and the User will be resolved amicably wherever possible. If a difference of opinion is not resolved amicably, a dispute will be deemed to exist. All disputes arising from an offer made, quote issued or Agreement concluded to which these General Terms and Conditions apply will be submitted exclusively to the competent court in the district in which the User's establishment is located and from where it has carried out the work, unless mandatory legal provisions provide otherwise.
Q&A Consultancy B.V.
Printerweg 22
3821 AD Amersfoort