Terms and Conditions.
Quarterly Support General Terms and Conditions, version 7 August 2021
These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services by Quarterly Support. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the Entrepreneur or of third parties. Quarterly Support is entitled to change or supplement these general terms and conditions at any time without explicitly informing the Entrepreneur.
1. Definitions
Quarterly Support: Quarterly, established in Amsterdam under Chamber of Commerce no. 68008074 and represented by G.M. te Boekhorst;
Entrepreneur: The person with whom Quarterly Support has entered into an agreement for the provision of the Services who does not act in the capacity of a consumer;
Parties: Quarterly Support and Entrepreneur together;
Services: The services Quarterly Support provides to Entrepreneurs as agreed in the Agreement;
Agreement: The agreement between Quarterly Support and the Entrepreneur that pertains to the implementation of the Services.
2. Services
The Services aim to support Entrepreneurs in the performance of their business. The services can be offered in various forms and the content thereof depends on what the Parties have agreed in the Agreement.
Quarterly Support performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and only commits itself to this by means of a best efforts obligation.
Quarterly Support reserves the right to engage third parties that are necessary for the provision of the Services to the Entrepreneur.
Entrepreneur understands that he/she only purchases the Services from Quarterly Support at all times and never purchases the Services or other services directly from the third parties that Quarterly Support engages.
Entrepreneur understands that no agreement is entered into between Entrepreneur and third parties engaged by Quarterly Support or other third parties.
Entrepreneur understands that the Services are a reflection of Quarterly Support's insights and vision and that the Services cannot be regarded as advice for which Quarterly Support can be held liable in the event that implementation of the Services by the Entrepreneur leads to damage to the Entrepreneur.
3. Execution of the agreement
The execution of the Agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by Entrepreneur.
It is the responsibility of Entrepreneur by, among other things, providing the necessary information and documents in a timely manner so that Quarterly Support can start the execution of the Agreement on time.
If Entrepreneur has not ensured that Quarterly Support can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by Entrepreneur.
If, after the conclusion of the agreement for its implementation, it appears necessary in the opinion of Quarterly Support to change or supplement its content, the Parties - after approval from Quarterly Support - will adjust the agreement accordingly in mutual consultation.
4. Quotations and acceptance
Quotations from Quarterly Support are without obligation, unless expressly stated otherwise.
An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation.
If Entrepreneur does not accept a quotation within the applicable term, the quotation will lapse.
When accepting a quotation without obligation, Quarterly Support reserves the right to withdraw the quotation or the offer within 3 days after receipt of the acceptance without stating reasons, without Entrepreneur being able to derive any rights from this.
Oral acceptance of Entrepreneur only binds Quarterly Support after Entrepreneur has confirmed this in writing (or electronically).
5. Prices
All prices charged by Quarterly Support are in EUR, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
Quarterly Support may change all prices charged by Quarterly Support for its products or services, on its website or otherwise.
Increases in the cost prices of the Services or parts thereof, which Quarterly Support could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
Entrepreneur has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
The price for a service is determined by Quarterly Support on the basis of the hours actually spent.
The price is calculated according to Quarterly Support's usual hourly rates, applicable for the period in which it performs the work, unless a different rate has been agreed.
If the parties have agreed on a total amount for a service provided by Quarterly Support, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
Quarterly Support is entitled to deviate up to 10% from the target price.
If the target price is more than 10% higher, Quarterly Support must inform the entrepreneur in good time why a higher price is justified.
If the target price is more than 10% higher, Entrepreneur has the right to cancel the part of the assignment that exceeds the target price plus 10%.
Quarterly Support has the right to adjust the prices annually.
Quarterly Support will communicate price adjustments to the Entrepreneur prior to their commencement.
The entrepreneur has the right to terminate the agreement with Quarterly Support if he does not agree with the price increase.
6. Payments and payment terms
When accepting the quotation, Entrepreneur will pay the total agreed amount to Quarterly Support within 7 days of acceptance by means of transfer to the bank account number stated in the quotation.
Payment terms are regarded as strict payment terms. This means that if Entrepreneur has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Quarterly Support having to send Entrepreneur a demand or notice of default.
Quarterly Support reserves the right to make delivery of the Services conditional on payment, such as or to demand security for the total amount of the services or products.
Entrepreneur waives his right to set off a debt owed to Quarterly Support against a claim against Quarterly Support.
7. Consequences of not paying on time
If Entrepreneur does not pay within the agreed term, Quarterly Support is entitled to charge the statutory interest of 8% per month for commercial transactions from the day that the Entrepreneur is in default, whereby part of a month for a whole month is counted.
If Entrepreneur is in default, he also owes extrajudicial collection costs and any compensation to Quarterly Support.
The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
If Entrepreneur does not pay on time, Quarterly Support may suspend its obligations until Entrepreneur has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of Entrepreneur, Quarterly Support's claims against the Entrepreneur are immediately due and payable.
If Entrepreneur refuses to cooperate with the execution of the agreement by Quarterly Support, he or she is still obliged to pay the agreed price to Quarterly Support.
8. Right of suspension
Entrepreneur waives the right to suspend the fulfillment of any obligation arising from this agreement.
9. Information provision by Entrepreneur
Entrepreneur makes all information, data and documents relevant for the correct execution of the agreement available to Quarterly Support in a timely manner and in the desired form and manner.
Entrepreneur guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
If and insofar as Entrepreneur so requests, Quarterly Support will return the relevant documents.
If Entrepreneur does not make the information, data or documents reasonably required by Quarterly Support available, not timely or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the Entrepreneur.
Entrepreneur confirms that it conducts its business in a manner that does not conflict with any legal provisions
10. Duration of the agreement regarding a service
The Agreement is entered into in the form of a route for the duration as described in the agreement.
At the end of the term referred to in paragraph 1 of this article, the Agreement will expire tacitly, unless the Entrepreneur extends the agreement with an additional service or trajectory. The agreement cannot be terminated prematurely, only with due observance of a notice period of 1 (one) month, as a result of which the agreement ends by operation of law.
If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the Entrepreneur must give Quarterly Support written notice of default.
11. Termination of a service agreement for a definite period
Entrepreneur cannot terminate an agreement regarding a service that has been entered into for a definite period of time before the agreed term.
At the end of the term, the aforementioned agreement can be terminated by the Entrepreneur with due observance of a notice period of 1 (one) month.
If the agreement regarding a service has been entered into for less than 1 (one) month, the agreement cannot be terminated prematurely.
12. Intellectual Property
Quarterly Support retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
Entrepreneur may not copy, show to third parties and/or make them available or use them in any other way without the prior written permission of Quarterly Support.
13. Confidentiality
Entrepreneur keeps every information (in whatever form) that he receives from Quarterly Support secret.
The duty of confidentiality described in this article does not apply to information:
which was already public before Entrepreneur learned of this information or which has subsequently become public without this being the result of a violation of the Entrepreneur's duty of confidentiality
that is made public by Entrepreneur on based on a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
14. Penalty clause
If Entrepreneur violates the article of these general terms and conditions regarding confidentiality or intellectual property, then Entrepreneur owes an immediately due and payable fine for Quarterly Support in the amount of € 5,000.
Entrepreneur owes Quarterly Support an amount of 5% of the 1 for each day that that violation continues.
No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
Forfeiture of the fine referred to in the first paragraph of this article does not affect Quarterly Support's other rights, including its right to claim compensation in addition to the fine.
15. Complaints
Entrepreneur must examine the Service provided by Quarterly Support as soon as possible for any shortcomings.
If the Service does not comply with what the Entrepreneur could reasonably expect from the Agreement, the Entrepreneur must inform Quarterly Support of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Entrepreneur provides as detailed a description as possible of the shortcoming, so that Quarterly Support is able to respond adequately.
Entrepreneur must demonstrate that the complaint relates to an Agreement between the Parties.
If a complaint relates to ongoing work, this can in any case not lead to Quarterly Support being obliged to perform other work than has been agreed.
16. Notice of default
Entrepreneur must notify Quarterly Support of notice of default in writing.
It is the responsibility of the Entrepreneur that a notice of default actually reaches Quarterly Support (on time).
17. Joint and several liability Entrepreneur
If Quarterly Support enters into an agreement with several Entrepreneurs, each of them is jointly and severally liable for the full amounts that they owe to Quarterly Support under that agreement.
18. Liability Quarterly Support
Quarterly Support is only liable for any damage suffered by the Entrepreneur if and insofar as that damage is caused by intent or willful recklessness.
If Quarterly Support is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
Quarterly Support is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
If Quarterly Support is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability relates.
All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
19. Expiration period
Any right of the Entrepreneur to compensation from Quarterly Support expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
20. Force Majeure
In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure on the part of Quarterly Support in the fulfillment of any obligation with regard to the Entrepreneur cannot be attributed to Quarterly Support in a situation independent of the will of Quarterly Support, as a result of which the fulfillment of his obligations towards the Entrepreneur is wholly or partially prevented or as a result of which the fulfillment of his obligations cannot reasonably be expected of Quarterly Support.
The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a force majeure situation occurs as a result of which Quarterly Support cannot fulfill 1 or more obligations to the Entrepreneur, those obligations will be suspended until Quarterly Support can meet them again.
Quarterly Support does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.
21. Amendment of the agreement
If, after the conclusion of the agreement for its implementation, it appears necessary, in the opinion of Quarterly Support, to change or supplement its content, the Parties - after approval from Quarterly Support - will adjust the agreement accordingly in mutual consultation.
22. Transfer of rights
Rights from an Agreement cannot be transferred by the Entrepreneur to third parties without the prior written consent of Quarterly Support.
23. Consequences of nullity or voidability
If one or more provisions of these general terms and conditions turn out to be invalid or voidable, this does not affect the other provisions of these terms and conditions.
In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what Quarterly Support had in mind when drafting the conditions on that point.
24. Applicable law and competent court
Any agreement between the parties is exclusively governed by Dutch law.
The Dutch court in the district where Quarterly Support is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.