Terms and conditions
Qualitysign, Eendrachtstraat 7, 1541 AD Koog aan de Zaan, the Netherlands. Chamber of Commerce 34230566. Version 23 June 2015.
This is a translation for convenience. In case of any difference, the Dutch text of these terms prevails.
1. General
These Terms and Conditions apply to all services and activities offered by Qualitysign. This version replaces all earlier versions and takes effect on 23 June 2015. Additional Terms may apply per service. In the event of a conflict, these Terms and Conditions always prevail over Additional Terms.
In these Terms and Conditions:
Qualitysign - the sole proprietorship Qualitysign, established at Eendrachtstraat 7 in Koog aan de Zaan, Chamber of Commerce number 34230566.
Client - the party that engages Qualitysign.
Agreement - the agreement under which Qualitysign undertakes to perform work for the Client against payment of fees and costs. The applicability of articles 7:404, 7:407 and 7:409 of the Dutch Civil Code is expressly excluded.
2. Quotations
2.1 Without obligation. All quotations are offers without obligation and are always issued in writing. A quotation is valid for one month unless stated otherwise. Qualitysign may revoke a quotation within seven days after the Client has accepted and signed it.
2.2 Planning. The quotation includes a schedule calculated from the moment Qualitysign receives the signed quotation, unless the quotation expressly states otherwise in writing.
3. The Agreement
3.1 Formation. The Agreement consists of the description of work in the written agreement, for example a quotation or contract, together with these Terms and Conditions. The Agreement is formed once the Client has signed it in writing, Qualitysign has received it digitally or by post, and seven days have passed since that receipt.
3.2 Duration. The Agreement runs until delivery of the end product described in it, unless the Agreement expressly states otherwise.
3.3 Binding. The Agreement binds both the Client and Qualitysign, unless Qualitysign notifies the Client in writing within seven days of receiving the signed Agreement that it dissolves the Agreement after all.
4. The assignment
4.1 Performance. All work is carried out to the best of Qualitysign's knowledge and ability, in accordance with the standards of good workmanship. Qualitysign determines how and by which staff the assignment is carried out, observing the requirements made known by the Client as far as possible. Those requirements are set out in the description of work.
4.2 Deviation at Qualitysign's request. In principle Qualitysign does not deviate from the assignment unless there is no alternative. In that case the Client is asked in writing to approve a change in writing. The quoted amount changes only if Qualitysign has stated so in writing in the request.
4.3 Deviation at the Client's request. The Client may request a deviation in writing. Qualitysign determines whether this affects the schedule and the price, and confirms the amended assignment in the form of a new Agreement with its own schedule and quoted amount.
4.4 Additional work. For work not described in the description of work, Qualitysign offers a separate written Agreement including a schedule.
4.5 Discharge. After the assignment has been completed and delivered and the Client has tested it adequately, the Client signs the discharge document, declaring that the assignment has been completed in accordance with the description of work. Where a product is delivered, the current technical situation is also recorded in that document.
5. Confidentiality
Qualitysign is bound at all times to confidentiality regarding information classified as confidential by the Client. This may be departed from where a statutory provision, regulation or other rule obliges Qualitysign to disclose, or with the Client's written consent.
6. Retention of title
Qualitysign reserves all intellectual property rights in products and services it uses, has used or has developed in carrying out the assignment, and in respect of which it holds or can assert copyright or other intellectual property rights.
The Client is expressly prohibited from reproducing, publishing or exploiting those products - including websites, designs, methods, advice and other intellectual creations of Qualitysign - whether or not through third parties. This may be departed from only where Qualitysign unambiguously describes the transfer of intellectual property in the description of work and accepts the assignment.
7. Fees
All rates are exclusive of VAT and other levies that may be imposed by the government. Qualitysign sets out the full fee in the Agreement, including expected travel and other costs falling within the assignment.
8. Payment
8.1 The invoice. Payment is due within fourteen days of the invoice date, without deduction, discount or set-off.
8.2 First reminder. If the invoiced amount is not paid within fourteen days of the invoice date, a first payment reminder follows, setting a further period of fourteen days.
8.3 Second reminder. If payment is not made within that period, a second reminder follows, setting a period of seven days.
8.4 Formal notice. If the Client still has not paid in full, the Client owes Qualitysign, among other things, extrajudicial collection costs. Qualitysign claims an amount equal to the maximum statutory compensation as laid down in and calculated under the Dutch decree on compensation for extrajudicial collection costs, insofar as the outstanding amount is not paid within five days of the formal notice after default has occurred.
8.5 Collection. If payment is still not made, the claim is handed over to a collection agency. The judicial and extrajudicial costs involved are borne by the Client.
9. Delivery time
The stated delivery time is departed from only if the Client fails to meet the obligations described in the quotation, or in the event of force majeure. Provided the signed Agreement is received within the stated period, Qualitysign uses two forms of delivery time: a firm date stated in the Agreement, or an indication such as five to seven weeks after receipt of the signed Agreement.
10. Warranty
Qualitysign does its utmost to design, build and test the delivered products and services as well as possible. The Client is responsible for adequate inspection on delivery. Qualitysign warrants only the product as directly delivered, and only if the technical situation has remained unchanged since delivery. That situation is described in the discharge document signed by the Client on delivery.
11. Liability
Qualitysign cannot in any way be held liable for direct or indirect damage of any kind, business damage or other consequential damage suffered by anyone, arising from or connected with services or products supplied or made available by Qualitysign, unless such damage is due to intent or gross negligence.
The Client indemnifies Qualitysign against third-party claims regarding intellectual property rights in materials or data supplied by the Client and used in performing the Agreement. The Client declares that it is the rights holder or licensee of all content supplied to Qualitysign.
12. Transfer of contract
Agreements may not be transferred by the Client to another legal entity or legal form without Qualitysign's written consent.
13. Support
Qualitysign does not provide support by default, unless expressly agreed in the description of work accepted by Qualitysign or in a Service Level Agreement.
13a. News sources
The news sources made available through the Toolkit come from third parties. Qualitysign has no control over whether a source continues to exist, over its content, or over the terms on which it is offered.
Qualitysign may end or suspend access to a source where the source ceases to exist, where the provider restricts access or attaches new conditions to it, or where continuing is no longer technically or legally possible. In such a case Qualitysign will make an effort to offer a comparable source, but does not guarantee one.
The loss of one or more sources gives the Client no right to dissolve the Agreement and no right to a refund, a discount or any other compensation.
14. Partial invalidity
If a provision of the Agreement or these Terms and Conditions proves void, this does not affect the validity of the whole. The parties will adopt replacement provisions that give effect, as far as legally possible, to the intention of the original provision.
15. Final provisions
Dutch law applies to the Agreement. Unless mandatory law provides otherwise, all disputes arising from the Agreement are submitted to the competent Dutch court.