Laatst bijgewerkt: October 29, 2024
1.1 These general terms and conditions apply to schurq. Client means the contractual counterparty of schurq.
1.2 These terms and conditions apply to all obligations and legal relationships, however named, between schurq. and Client (hereinafter: agreement) on the basis of which schurq. supplies, rents and/or otherwise makes available to Client products and/or (online) services (hereinafter: services), including the licensing of software whether or not manufactured by schurq. (hereinafter: software), from the moment Client requests a quote from schurq., or schurq. makes a quote, whether requested or not.
1.3 These terms and conditions shall at all times prevail over any conflicting terms or conditions of Client or third parties, unless otherwise stipulated in these terms and conditions. Client shall never be able to invoke deviating terms and conditions, customs or practices.
1.4 If any provision of these terms and conditions is void or nullified, the remaining provisions of these terms and conditions shall remain in full force and effect, and schurq. and Client shall consult to agree on new provisions to replace the void or nullified provisions, whereby the purpose and scope of the void or nullified provisions shall be observed as much as possible.
1.5 These terms and conditions also apply to follow-up work arising from the agreement.
2.1 All quotations are made without obligation. Quotations in which a period of acceptance is stated do not serve to bind schurq. to that period.
2.2 Acceptance of schurq.'s offer must be made in writing.
2.3 If the offer or quotation is based on information provided by Client and this information proves to be incorrect or incomplete, or is subsequently changed, schurq. has the right to adjust the stated prices, rates and/or delivery times.
2.4 schurq. cannot be held to its quotations or offers if Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
2.5 schurq. has the right to charge Client for the costs associated with a quotation.
2.6 Quotations or offers do not automatically apply to future legal relationships between schurq. and Client.
2.7 schurq. is only bound to the following elements after written confirmation to Client:
3.1 Insofar as the agreement extends to the development of software for Client, parties shall specify in writing the functionalities of this software by means of a 'Program of Requirements'. schurq. develops the software exclusively on the basis of the Program of Requirements.
3.2 Client warrants that all materials, data, software, procedures and instructions provided by him to schurq. for the execution of the agreement are at all times correct and complete and that all information carriers provided to schurq. comply with schurq.'s specifications.
3.3 schurq. is entitled, but not obliged, to investigate the correctness, completeness or consistency of the materials, data, software, procedures and instructions made available in the context of the agreement and to suspend the agreed work in the event of any imperfections until Client has remedied the relevant imperfections.
3.4 schurq. is entitled to engage third parties in the execution of the agreement. Client is obliged to pay invoices from these third parties to schurq.
3.5 Insofar as a third party is involved in the execution of the agreement and, whether or not through the mediation of schurq., a legal relationship is established between Client and that third party, only Client is responsible for fulfilling the obligations towards that third party.
4.1 Client is obliged to provide schurq. in a timely manner with all information and cooperation necessary for the execution of the agreement.
4.2 Client shall ensure that schurq.'s employees have access to the desired locations and systems at the agreed times.
4.3 If Client fails to fulfill its obligations, schurq. has the right to suspend the execution of the agreement and to charge Client for any resulting costs.
5.1 Stated delivery times are always indicative and never strict deadlines, unless expressly agreed otherwise in writing.
5.2 In case of exceeding the delivery time, schurq. must be put in default in writing, whereby a reasonable period for performance is offered.
5.3 schurq. is entitled to execute the agreement in phases and to invoice the executed work separately.
6.1 All prices are exclusive of VAT and other government levies.
6.2 schurq. is entitled to adjust prices annually in accordance with the CBS index for commercial services.
6.3 Payment must be made within 14 days after the invoice date, unless otherwise agreed in writing.
6.4 If the payment term is exceeded, Client is in default by operation of law and schurq. is entitled to charge statutory commercial interest and collection costs.
7.1 All intellectual property rights that arise during or result from the execution of the agreement vest in schurq. unless otherwise agreed in writing.
7.2 Client only acquires the usage rights that are expressly granted in the agreement.
8.1 schurq. grants Client a non-exclusive and non-transferable right of use of the software for the duration of the agreement.
8.2 Client is not permitted to copy, modify, decompile or apply reverse engineering to the software, unless permitted by mandatory law.
9.1 If schurq. provides hosting services, it shall endeavor to achieve the highest possible availability of the services.
9.2 schurq. may carry out scheduled maintenance and will, where possible, notify Client in a timely manner.
10.1 Parties undertake to maintain confidentiality of all confidential information they obtain in the context of the agreement.
10.2 Information is considered confidential if this has been communicated by one of the parties or follows from the nature of the information.
11.1 If schurq. processes personal data in the context of the agreement, it shall act in accordance with applicable privacy legislation.
11.2 Client warrants that it is entitled to provide the relevant personal data to schurq. and indemnifies schurq. against claims from third parties in this regard.
12.1 schurq. maintains the retention periods that are necessary for a proper execution of the agreement or to which it is legally obliged.
13.1 Parties shall each appoint a contact person who is responsible for communication and decision-making within the project.
13.2 Changes in the project are recorded in writing and may have consequences for planning and costs.
14.1 After delivery, Client must test the result within 14 days and report in writing whether it approves.
14.2 If no objections are reported within this period, the result is deemed to have been accepted.
15.1 If parties agree on maintenance or support, the conditions thereof are recorded in writing.
15.2 schurq. endeavors to remedy malfunctions as soon as possible.
16.1 Insofar as there is a continuing agreement, it is entered into for the term as stated in the agreement. In the absence of a term, a duration of twelve (12) months applies.
16.2 After the end of the initial term, the agreement is tacitly extended for the same period, unless a party terminates in writing at least one month before the end of the term.
16.3 An agreement extended for an indefinite period can be terminated by either party with due observance of a notice period of one month.
17.1 Either party may dissolve the agreement if the other party materially fails to perform and does not remedy this after notice of default within a reasonable period.
17.2 schurq. may terminate the agreement without notice of default and without judicial intervention when Client requests suspension of payment, enters bankruptcy, undergoes attachment or ceases business activities.
18.1 After termination of the agreement, provisions that are intended to continue by their nature remain in force, including provisions regarding liability, intellectual property and confidentiality.
19.1 The total liability of schurq. for attributable shortcomings in the performance of the agreement is limited to compensation of direct damage up to a maximum of the amount of the price agreed for the agreement (excluding VAT) insofar as that price relates to schurq.'s obligations during the three months preceding the damage-causing event.
19.2 schurq. is never liable for consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of Client, loss or mutilation of data, damage related to the use of goods, materials or software from third parties prescribed by Client to schurq., or damage related to the engagement of suppliers prescribed by Client to schurq.
20.1 Client indemnifies schurq. against claims from third parties arising from the use of materials, data or instructions supplied by Client.
21.1 schurq. is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault.
21.2 Force majeure also includes a shortcoming of suppliers of schurq., disruptions in the internet, disruptions in electricity, disruptions in telecommunications, (cyber) attacks and failure of network connections.
22.1 Client is not permitted to transfer rights or obligations from the agreement to third parties without prior written consent from schurq.
22.2 schurq. is entitled to outsource obligations from the agreement to third parties selected by it and to transfer claims on Client to third parties.
23.1 All rights of claim and other powers of Client against schurq. lapse at the latest one year after Client knew or could reasonably have known of the existence of these rights.
23.2 In all cases, these rights and powers lapse two years after the execution of the work by schurq.
24.1 The agreement between schurq. and Client is exclusively governed by Dutch law.
24.2 All disputes arising from the agreement and/or these terms and conditions shall be exclusively submitted to the court of Amsterdam.
schurq.
Spinnekop 2, 1444 GN Purmerend
kantoor@schurq.nl
085 - 401 7872