Terms and Conditions

Article 1 – Definitions

In these general terms and conditions, the following terms are defined as follows, unless explicitly stated otherwise:

1.1 Offer

Any offer or proposal to the Client for the performance of Services by QUIKK Data vof (hereinafter: "Contractor").

1.2 Software

The custom-developed dashboard for the Client, including associated functionalities and infrastructure.

1.3 Services

The activities offered by the Contractor, including the development of dashboards, maintenance of Software, hosting services, advice, consultancy, and providing training.

1.4 Contractor

QUIKK Data V.O.F., located at Fultonbaan 7-25, Nieuwegein, registered with the Chamber of Commerce under number 95866264, hereinafter: "Contractor".

1.5 Client

The natural or legal person acting in the exercise of a profession or business, who has appointed the Contractor or has accepted a proposal from the Contractor for the performance of Services.

1.6 Agreement

Any arrangement or agreement between the Client and the Contractor, including proposals for Services provided by the Contractor to the Client, which have been accepted by the Client and executed by the Contractor, including these general terms and conditions.

1.7 SaaS Services

The provision of Software and/or computer programs by the Contractor via the internet or another data network, without a physical carrier.

Article 2 – Applicability

2.1 These general terms and conditions apply to every Offer from the Contractor, every Agreement between the Contractor and the Client, and to all Services offered by the Contractor.

2.2 Prior to the conclusion of an Agreement, these general terms and conditions will be provided to the Client. If this is not reasonably possible, the Contractor will indicate how the Client can view these terms.

2.3 Deviations from these general terms and conditions are only valid if explicitly agreed in writing. The general terms and conditions of the Client are explicitly excluded.

2.4 These general terms and conditions also apply to additional, amended, or follow-up assignments.

2.5 If a provision of these general terms and conditions is void or is annulled, the remaining provisions will remain fully in force. The relevant provision will be replaced in consultation by a provision that approaches the original scope as much as possible.

2.6 Ambiguities about the interpretation of a provision or situations not regulated in these general terms and conditions will be assessed in the spirit of these general terms and conditions.

2.7 The Contractor reserves the right to demand compliance with these general terms and conditions, even if it has previously waived strict compliance.

2.8 The Contractor reserves the right to make changes to these general terms and conditions.

Article 3 – The Offer

3.1 All offers from the Contractor are without obligation, unless stated otherwise in writing.

3.2 The Contractor is only bound by an Offer if the Client accepts it in writing within 30 days. The Contractor reserves the right to refuse an Agreement if there are valid reasons for doing so.

3.3 An Offer contains a clear description of the Services offered. Obvious errors or mistakes in the Offer do not bind the Contractor.

3.4 Offers or proposals do not automatically apply to future assignments.

3.5 Delivery times and deadlines are indicative and do not entitle the Client to compensation if exceeded, unless agreed otherwise in writing.

Article 4 – Formation of the Agreement

4.1 An Agreement is formed as soon as the Client accepts an Offer from the Contractor in writing or provides explicit approval via email.

4.2 The Contractor is not bound by an Agreement if the Client could reasonably have understood that the Offer contained an obvious mistake.

4.3 If an Agreement is entered into by multiple Clients, they are jointly and severally liable for compliance with the obligations arising from the Agreement.

4.4 Upon cancellation of an Agreement by the Client, already incurred costs will be charged in full.

Article 5 – Duration of the Agreement

5.1 The Agreement is entered into for the duration as agreed, unless the nature of the assignment indicates otherwise.

5.2 Both the Contractor and the Client can terminate the Agreement in writing in the event of an attributable shortcoming, provided the other party has been offered a reasonable period to still comply with its obligations.

5.3 The Contractor retains the right to compensation for already incurred costs in the event of premature termination of the Agreement by the Client.

5.4 The Contractor can terminate the Agreement without notice of default if the Client goes bankrupt, applies for a moratorium on payments, or if its business is liquidated.

Article 6 – Execution of the Agreement

6.1 The Contractor executes the Agreement with the greatest possible care and professionalism, but offers no guarantee on results, unless agreed in writing.

6.2 The Contractor reserves the right to engage third parties in the execution of the Agreement.

6.3 If changes to the assignment lead to additional work, this will be invoiced as additional work.

6.4 The Contractor is not obliged to provide source codes or technical documentation of the Software to the Client, unless agreed otherwise in writing.

6.5 The Contractor only makes backups of data if this is explicitly included in the Agreement. The responsibility for complying with statutory retention duties lies at all times with the Client.

6.6 Cancellation of appointments by the Client within 24 hours prior to commencement results in invoicing of the already reserved time and incurred costs.

Article 7 – Obligations of the Client

7.1 Provision of Information

The Client is obliged to provide all information requested by the Contractor, relevant attachments, and other data in a timely manner, completely, and in the desired format. This is necessary for a correct and efficient execution of the Agreement. If this does not happen, the Contractor cannot guarantee full execution or timely delivery. All consequences of such a situation, including delays or extra costs, are at the expense and risk of the Client.

7.2 Accuracy of Data

The Contractor is not responsible for checking the accuracy or completeness of the provided information. The Contractor is also not obliged to inform the Client of changes in this data. The Client remains responsible for the correctness of information used in executing the Services.

7.3 Additional Information

The Contractor may request additional information if necessary for the execution of the Agreement. Until this information is received, the Contractor has the right to suspend its work without being liable for any damage resulting from this.

7.4 Changes in Circumstances

The Client is obliged to report changes in circumstances that may be relevant to the execution of the Agreement directly, and at the latest within 5 working days after becoming aware of them, in writing to the Contractor.

7.5 Protection of Software

The Client must protect all technical security measures and features of the Software developed by the Contractor and respect the Contractor's intellectual property rights.

7.6 Suitable Working and Operating Environment

The Client is responsible for providing a suitable working and operating environment, including necessary equipment, infrastructure, and access.

Article 8 – Advice and Consultancy

8.1 Non-binding Advice

The Contractor may, if commissioned to do so, draft advice, plans of approach, designs, reports, or other documents. These documents are advisory in nature and are not binding. The Contractor observes its duty of care, but the Client is responsible for whether or not to follow this advice.

8.2 Review of Proposals

The Client must review proposals and advice from the Contractor in a timely manner. If this does not happen and work is delayed as a result, the Client is responsible for all consequences, including extra costs or delays.

8.3 External Factors

The success of the advice or consultancy of the Contractor also depends on external factors, such as the quality and timeliness of the information provided by the Client. The Client guarantees the accuracy, completeness, and timely delivery of this information.

8.4 Prior Notifications

The Client must inform the Contractor of relevant circumstances, priorities, or points of attention prior to the commencement of the work.

Article 9 – Training

9.1 Provision of Training

The Contractor can, if agreed, provide training for the Client and its employees.

9.2 Facilities

If the training takes place at the Client's location, the Client must make all necessary facilities available in a timely manner. Delays or cancellations due to facilities not being available are entirely at the expense of the Client.

9.3 Flexibility of the Contractor

The Contractor reserves the right to cancel or reschedule training in the event of insufficient registrations. In such cases, the Client's costs will be refunded pro rata, or alternative dates will be determined in consultation.

9.4 Content of the Training

The content of the training and the advice given are non-binding and are tailored to the wishes and needs of the Client. The Contractor reserves the right to adjust the training content if necessary.

Article 10 – Software Development

10.1 Delivery of Information

The Client must provide all necessary information, such as data files, documentation, and specifications, in a timely and complete manner for the development of the Software.

10.2 Written Recording

The features and functionalities of the Software are recorded in writing. If these agreements prove to be insufficient, the Parties must adjust them in consultation.

10.3 Use of the Software

The Client obtains a non-exclusive, non-transferable right to use the Software after full payment of the agreed invoice. Source files remain the property of the Contractor, unless explicitly agreed otherwise.

10.4 Test and Acceptance Period

The Client has a testing period in which errors and defects can be reported in writing. The Contractor will resolve these within a reasonable period. Any changes after this period will be invoiced as additional work.

10.5 Delivery and Approval

The Software is deemed to have been delivered after written approval or upon tacit acceptance after 5 working days without response from the Client.

Article 11 – Delivery and Completion

11.1 Delays in Delivery/Completion

If the commencement or progress of the Services is delayed due to negligence on the part of the Client, such as not providing information in a timely manner, the Contractor is entitled to an extension of the delivery period and compensation for the resulting costs.

11.2 Partial Deliveries

The Contractor may perform partial deliveries and further develop the Software after written approval from the Client on previous parts.

11.3 Instructions and Presentation

The Contractor may, if agreed, provide a presentation or explanation on the use of the Software upon delivery.

Article 12 – Data Processing

12.1 Responsibilities of the Client

The Client is responsible for the accuracy and completeness of provided data. The Contractor accepts no liability for errors arising from incorrect data provided by the Client.

12.2 Availability of Facilities

At the Contractor's request, the Client must provide all necessary facilities and cooperation, including a suitable workspace, access to relevant systems, and telecommunication capabilities.

12.3 Changes

The Contractor must be informed in a timely manner of changes in policy or organization that affect the execution of the Agreement.

Article 13 – Transfer of Risk

13.1 Transfer of Risk

The risk of theft, loss, embezzlement, or damage of data, documents, software, data files, and/or items used, manufactured, or delivered in the context of the execution of the Agreement transfers to the Client at the moment they are actually made available to the Client, or at the first moment of commissioning the Software.

13.2 Damage and Replacement

If damage occurs to the items or data delivered by the Contractor, the Contractor is only obliged to supply replacement information carriers at cost price. Re-installing and/or implementing the Software takes place at the agreed rate, unless agreed otherwise in writing.

Article 14 – Warranties

14.1 Industry-Standard Services

The Contractor performs its Services in accordance with the standards applicable in the industry. Warranties are limited to what has been agreed in writing and explicitly.

14.2 Conditions for Warranty

The Client can only invoke a warranty if all payment obligations towards the Contractor have been fully met.

14.3 Warranty Obligations

If the Client rightfully invokes a warranty:

a. The Contractor will provide repair or replacement free of charge.

b. In the event of additional damage, the liability provision as included in these general terms and conditions applies.

14.4 Limitations of the Warranty

a. The Contractor does not guarantee that the Software will function error-free or without interruptions.

b. The Contractor will make every effort to repair reported errors or defects within a reasonable period, provided these defects were caused by the Contractor and reported in a timely manner by the Client.

c. The Contractor is entitled to postpone repair until the commissioning of a new version of the Software.

d. Defects in third-party software can only be repaired in consultation and at the expense of the Client.

14.5 Software ‘As Is’

The Software is delivered on an 'as is' basis, unless agreed otherwise in writing.

14.6 Notification Procedure for Defects

The Client is obliged to report observed defects immediately and in detail in writing, so that the Contractor can reproduce and repair them. The Contractor will confirm receipt of the report in writing, after which the report is considered registered.

14.7 Repair and Temporary Solutions

Repair can also consist of temporary solutions. The warranty never covers:

a. The recovery of corrupted or lost data.

b. The recovery of data loss due to incorrect use by the Client.

14.8 Responsibility of the Client

The Client must take measures to prevent and limit malfunctions, defects, or loss of data. The Contractor can provide advice on this, but the responsibility lies with the Client.

14.9 Limitations of Liability during Warranty Period

During the warranty period, the Contractor is not obliged to pay compensation arising from the observed defects, unless agreed otherwise in writing.

14.10 Costs Outside the Warranty

If a defect is not covered by free repair, the costs of repair are entirely at the expense of the Client.

14.11 Adaptation to Legislation

The Contractor will make every effort to adapt the Software as timely as possible to changes in relevant laws and regulations. However, the Contractor cannot guarantee that this will always be realized in a timely manner.

Article 15 – Use and Maintenance

15.1 Use of Software

The Contractor makes the agreed and developed Software available to the Client on the basis of a user license for the duration of the Agreement, unless agreed otherwise. The right of use is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable, and is bound by these terms, unless agreed otherwise.

15.2 Maintenance Work

If agreed, the Contractor will perform maintenance on the Software. The scope of the maintenance obligation is determined by what has been explicitly agreed in writing. The Contractor can perform maintenance work or temporarily interrupt its Services if this is necessary for maintenance. Any interruptions do not justify compensation for the Client.

15.3 Reporting of Defects

The Client is obliged to report defects, errors, or malfunctions in the Software in writing. The Contractor will, in accordance with its usual procedures, repair these and/or implement improvements to the best of its ability. The Contractor is entitled to offer temporary solutions first and then realize a structural solution in consultation with the Client.

15.4 Cooperation and Responsibilities

The Client must cooperate with the Contractor on first request during maintenance work. Despite the maintenance obligations of the Contractor, the Client remains responsible for the management and correct use of the Software, including use by third parties.

15.5 Maintenance Types

The Contractor offers the following maintenance types:

Corrective maintenance: Repair of defects and malfunctions.

Preventive maintenance: Prevention of future problems.

Adaptive maintenance: Adaptation to changed circumstances, such as updates in laws and regulations.

During maintenance work, the Contractor may temporarily disable the Software. The Contractor strives to perform interruptions outside of office hours and to limit them to what is necessary.

15.6 Technical Changes

The Contractor reserves the right to make changes to the technology of the data network, telecommunications network, or other related services. Any consequences of this for the Client's equipment are at the Client's own expense and risk.

Article 16 – Hosting Services

16.1 Hosting and Storage

If the Contractor provides hosting services, including the management of the Client's hosting account, it can impose limits on storage capacity and access rights. The Contractor may charge additional costs if the allowed storage space is exceeded.

16.2 Unauthorized Use

The Client is prohibited from publishing or distributing data via the Software that violates laws and regulations, such as:

Copyrighted material without permission.

Discriminatory, threatening, racist, or hateful content.

Child pornography or other illegal pornography.

The Contractor reserves the right to report (potential) criminal offenses to the police, transfer data to competent authorities, and terminate the Agreement.

16.3 Damage and Abuse

The Client is responsible for damage to servers or Services caused by excessive data traffic, spam, or other actions. In the event of abuse or violations of the terms, the Contractor may suspend or permanently terminate access to the Services.

16.4 Limits and Interruptions

The Contractor can set limits on data traffic or storage space. If these limits are exceeded, additional invoicing may take place. The Contractor reserves the right to temporarily take the Software offline in the event of extreme load.

Article 17 – Connectivity

17.1 Evaluation of Use

The Contractor periodically evaluates the actual data traffic and adjusts the scope of the purchased Service if necessary. Increases are implemented immediately, decreases only at the end of the Agreement period.

17.2 Consumption Limits

The Contractor can set a maximum on data traffic per month. If this maximum is exceeded, the Contractor will charge extra costs. Unused data traffic is not transferable to a subsequent month or device.

Article 18 – Notice and Takedown

18.1 Infringement of Rights or Legislation

If there is an infringement of third-party rights or unlawful acts by the Client, the Contractor has the right to (temporarily) terminate the Service, remove infringing information, or prevent further damage. The Contractor is not liable for damage resulting from such measures.

Article 19 – Additional Work and Changes

19.1 Additional Work

If additional work or changes to the Services are required to achieve the desired result, these activities will be carried out based on the agreed rates. The Contractor may require that a separate Agreement be concluded for this.

19.2 Costs and Communication

The Contractor will inform the Client as soon as possible about the costs of additional work. If the Parties do not agree on the changes, they must enter into consultations.

Article 20 – Prices

20.1 Rates and Payments

All prices are exclusive of VAT.

Travel costs and additional expenses will be charged, unless agreed otherwise.

Hours worked will be invoiced monthly, unless agreed otherwise.

20.2 Indexation

The Contractor reserves the right to apply annual price indexations based on inflation and market developments.

Article 21 – Debt Collection Policy

21.1 Default

If the Client does not pay on time, they are in default by operation of law, and statutory commercial interest and collection costs will be charged.

21.2 Extrajudicial Costs

The Contractor can charge additional costs if reasonable collection measures are required to obtain payment.

Article 22 – Privacy, Data Processing and Security

22.1 Privacy and Security

The Contractor processes data in accordance with its privacy policy and the GDPR. Security measures are aligned with the sensitivity of the data and technical possibilities.

22.2 Responsibilities of the Client

The Client is responsible for the accuracy and legality of the data processed with the Services and indemnifies the Contractor against claims from third parties regarding this data.

Article 23 – Suspension

23.1 Right of Suspension

The Contractor has the right to suspend work or access to the Software if the Client does not meet payment obligations. The Contractor is not liable for damage resulting from this suspension.

Article 24 – Force Majeure

24.1 Definition of Force Majeure

The Contractor is not liable if it cannot meet its obligations under the Agreement due to a force majeure situation. Force majeure is understood to include, but is not limited to:

a. Force majeure of suppliers or external parties.

b. Defectiveness of materials, equipment, or software of third parties.

c. Government measures or regulations.

d. Power outages and technical failures (including cyberattacks and DDoS attacks).

e. Natural disasters, war, terrorist attacks, or other crisis situations.

f. General transport or logistical problems.

g. Other situations that, in the opinion of the Contractor, fall outside its sphere of influence and temporarily or permanently prevent the execution of its obligations.

24.2 Duration and Dissolution

If a force majeure situation lasts longer than two months, both Parties have the right to dissolve the Agreement in writing. In that case, payment will be settled pro rata for already executed performances, without either Party owing compensation.

24.3 Partial Execution

If the Contractor has partially met its obligations upon the occurrence of force majeure, it is entitled to invoice the delivered part separately. The Client is obliged to pay this invoice, regardless of whether the delivered part has independent value.

Article 25 – Limitation of Liability

25.1 Conditions for Liability

The Contractor is only liable if the Client has issued a written and reasoned notice of default, giving the Contractor a reasonable period to repair the shortcoming.

25.2 Limitation to Direct Damage

The Contractor is solely liable for direct damage, such as:

a. Reasonable costs to determine the damage and its cause.

b. Temporary provisions to prevent further damage.

c. Costs for repairing direct damage.

25.3 Financial Limit

The Contractor's liability is limited to:

a. The costs charged for the relevant Service over the 3 months preceding the notice of default.

b. The amount paid out by the Contractor's insurance company per event or per year.

25.4 Exclusion of Consequential Damage

The Contractor is not liable for:

a. Indirect damage, such as loss of profit, business interruption, or missed savings.

b. Loss of data, delays, or other consequential damage.

c. Damage caused by the use of plug-ins or software supplied by third parties.

25.5 Responsibility of the Client

The Client is responsible for:

a. The security of devices on which the Software is installed.

b. Accuracy and completeness of provided information and requirements.

25.6 Exclusion of Liability for Advice

The Contractor is not liable for the consequences of advice based on incorrect or incomplete information provided by the Client. Advice is of an advisory and non-binding nature.

25.7 Limitation Period of Claims

All claims of the Client expire if they are not reported in writing and with reasons within one year after the discovery of the damage or termination of the Agreement.

Article 26 – Confidentiality

26.1 Confidentiality

The Parties commit to maintaining confidentiality of all confidential information exchanged in the context of the Agreement. Information is considered confidential if this arises from the nature of the information or is explicitly designated as such.

26.2 Exceptions

If the Contractor is required to provide confidential information based on statutory obligations or court rulings, it is not liable for damage resulting from this.

26.3 Third Parties

The Parties also impose the confidentiality obligation on engaged third parties.

Article 27 – Intellectual Property Rights

27.1 Ownership of Materials

All intellectual property rights regarding materials supplied by the Contractor, such as Software, designs, reports, and documentation, remain vested in the Contractor or its licensors, unless agreed otherwise.

27.2 Use and Changes

The Client obtains a non-exclusive and non-transferable right of use for the duration of the Agreement, unless agreed otherwise. Changes to the Software or materials may only be carried out with the explicit written permission of the Contractor.

27.3 Penalty for Infringement

Any infringement of the Contractor's intellectual property rights will be penalized with:

a. A one-time fine of up to €10,000.

b. An additional fine of €500 per day that the infringement continues.

Article 28 – Indemnity and Accuracy of Information

28.1 Responsibility of the Client

The Client is responsible for the accuracy, completeness, and reliability of all data and information provided to the Contractor.

28.2 Indemnity

The Client indemnifies the Contractor against:

a. Claims from third parties regarding infringements of intellectual property rights.

b. Damage resulting from incorrect data provided by the Client.

Article 29 – Complaints

29.1 Reporting of Complaints

Complaints must be submitted in writing and within 14 days of discovery via info@quikkdata.com. The complaint must be sufficiently substantiated to be processed.

29.2 Response and Solution

The Contractor will respond within 14 days of receiving the complaint and strives for a joint solution.

Article 30 – Applicable Law and Disputes

30.1 Choice of Law

The Agreement is exclusively governed by Dutch law.

30.2 Competent Court

Disputes will be settled by the court in Utrecht, unless mandatory law designates another competent court.

30.3 Changes to Terms

The Contractor reserves the right to unilaterally amend these general terms and conditions.