As filed with the Chamber of Commerce under number 02080558.

Article 1. Definitions and general

  1. The following definitions apply in these terms and conditions:
    1. Q-modus: the private company Q-modus, also trading under the name: 'Innovatiespotter', established in Groningen.
    2. Client: The natural or legal person, acting in the exercise of his profession or business, who has entered into an Agreement with Q-modus or has requested an offer for this.
    3. Parties: Both Q-modus and Client.
    4. Business List: A list of companies that results in the algorithm created by Q-modus through the Innovatiespotter. The algorithm was built on the basis of the Client's question.
    5. Agreement: The offer signed by the Parties.
  2. If one or more provisions in these general terms and conditions are wholly or partially invalid at any time or may be destroyed, then the remaining provisions remain fully applicable. The parties will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions are taken into account as much as possible.
  3. Deviations from the general terms and conditions can only be agreed in writing and only apply to the Agreement in which these deviations have been made.
  4. The general terms and conditions are stipulated for the benefit of any third party who, whether or not employed, is involved in the performance of any Agreement or is or may be liable in connection therewith.
  5. The applicability of articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded.
  6. If Q-modus uses third-party services, the general terms and conditions of the third parties concerned also apply. With regard to the services of these third parties, the general terms and conditions of these third parties in the relationship between Q-modus and the Client apply, with the exception of the provisions of these general terms and conditions. The Client accepts the aforementioned general terms and conditions of these third parties, which are sent by Q-modus at the Client's request.

Article 2. Offers and Agreements

  1. All offers from Q-modus are without obligation.
  2. The Agreement is concluded as soon as Q-modus has received the quotation signed for approval by the Client.
  3. All prices stated in the quotation or otherwise are exclusive of VAT and other government levies.
  4. Q-modus cannot be held to its quotation if the Client can or should reasonably have understood that the quotation contained an obvious mistake or error.
  5. If the Agreement is entered into for a definite period of time, which Parties explicitly agree in writing, the Agreement will end after the agreed time by operation of law.
  6. If the Agreement is entered into for the performance of a specific service, agreed upon in writing, the Agreement will end by operation of law as soon as Q-modus has performed the service.
  7. Client is not permitted to terminate the Agreement prematurely.
  8. Unless explicitly agreed otherwise in writing, an Agreement containing a subscription will be tacitly renewed for an indefinite period after the expiry of the agreed duration, unless the Agreement is terminated in writing at least one month before the end date.
  9. The extended subscription can be canceled in writing subject to a cancellation period of two months and towards the end of the calendar year.
  10. The extended subscription will be continued under the same conditions.

Article 3. Changes to the Agreement

  1. Changes to the Agreement are only permitted if the Parties have expressly agreed this in writing.
  2. If during the execution of the Agreement it appears that the Agreement cannot or not optimally lead to the result desired by the Client, the Parties will enter into consultation regarding the written adjustment of the Agreement.
  3. When modifying the Agreement agreed by mutual agreement, Q-modus will indicate to what extent this will result in a change in the fee and the delivery period.
  4. If the Client has not rejected this proposal in writing within one week of receiving a notice of amendment to the Agreement, the Client agrees to the proposal.

Article 4. Execution of the Agreement

  1. Q-modus will execute the Agreement to the best of its knowledge, ability and in accordance with the requirements of good workmanship. All agreements between the Parties relate to an effort obligation, unless the Parties have explicitly agreed on a result in writing and this result has been described with sufficient determinability.
  2. The Client is obliged to make available all data and documents which Q-modus requires in accordance with its opinion or of which the Client reasonably knows or must know that Q-modus needs them and in the manner desired by Q-modus.
  3. Q-modus is entitled to suspend the execution of the Agreement if the Client fails to submit the data and documents, as referred to in the previous paragraph, (in time).
  4. Q-modus is entitled to engage third parties in the performance of the Agreement.
  5. Agreed implementation and / or delivery periods in favor of the Client can never be regarded as strict deadlines.
  6. Q-modus is entitled to implement the Agreement in phases and to invoice part (s) executed with it separately.
  7. If the Agreement is fully or partially executed at the Client's location, the Client will provide a workspace to be closed and the required materials. The client must ensure that the workspace complies with all statutory occupational health and safety standards and with other applicable laws and regulations regarding working conditions.

Article 5. Innovatiespotter

  1. This article only refers to the situation in which the Innovatiespotter is used during the execution of the Agreement.
  2. The Business List is compiled by Q-modus on the basis of public information and / or information supplied by companies themselves. Q-modus is not liable if it appears that the public information, or the information from companies, contains inaccuracies and / or has been drawn up in a misleading manner, which may result in the Business List not (entirely) being in line with the Client's question.
  3. Q-modus cannot give any guarantees about the size of the number of companies that meets the customer's question and, consequently, the size of the Business List.
  4. Before Q-modus delivers a definitive Business List, the Client first receives a draft Business List. If both Parties consider this necessary and this is confirmed in writing, the Client's question may be adjusted before the definitive Companies List is delivered.

Article 6. Confidentiality

  1. Parties are obliged to maintain the confidentiality of all confidential information and data that they have obtained from each other in the context of the Agreement. This obligation also applies to third parties engaged by one of the Parties.
  2. Parties may not disclose the confidential information to (a) third party or parties, in any way and in whatever form.
  3. Information is considered confidential unless otherwise stated by the other party or if this results from the nature of the information. In particular, the content of the Business List and the Q-modus approach are classified as confidential information.
  4. Parties will use all confidential information that they receive from the other party in the context of this agreement only for the implementation of the Agreement.
  5. With regard to received information, the Client undertakes:
    • Take into account all reasonably possible measures for safe storage and / or storage of the information;
    • Not to use the information for any purpose other than as described in the Agreement;
    • To keep the information no longer under its control than is reasonably necessary and to make this data, including copies, immediately available once again in full compliance with the Agreement to Q-modus or to destroy it after having obtained permission to do so;
    • Have tasks performed exclusively by persons whom the Client reasonably believes are reliable.
  6. Confidentiality does not apply insofar as legal or professional measures Q-modus impose an obligation to provide information.
  7. Q-modus is entitled to use the results obtained after processing, provided that those results cannot be traced back to individual clients, for other purposes.
  8. If the Client violates one or more of the obligations under this article, the Client hereby forfeits to Q-modus an immediately due and not legally moderating fine of € 10,000 per event as well as a penalty of € 500 per day that the violation continues. All this without prejudice to all other rights of Q-modus, including but not limited to the right to additional compensation for the damage actually suffered.

Article 7. Fee and accountability

  1. The fee for Q-modus is determined on the basis of a fixed rate per route.
  2. The rates can be changed annually by Q-modus by sending a new rate list to the Client no later than one month before the date of entry into force. These rates will take effect on the effective date, unless the Client objects to this in writing within one month of being notified of the change.
  3. On the last working day of every week, Q-modus employees will provide the Client with a statement of the hours spent on the Agreement during that week on the basis of time sheets.
  4. The timesheets will be approved in writing immediately after receipt by the Client or rejected with reasons and will be returned to Q-modus.
  5. Without prejudice to the right of Q-modus to provide proof of the hours spent by the employees concerned in another way, Q-modus will prepare its invoices based on time sheets and send them to the Client.
  6. The above provisions of this article do not apply to fixed price projects. In the event of a fixed price agreement, approval of the work performed by the Client will take place in accordance with the provisions laid down in the Agreement.

Article 8. Payment

  1. Payment of the invoice must be made no later than 14 days after the invoice date, by deposit into or transfer to a bank account to be designated by Q-modus.
  2. Q-modus is entitled to invoice electronically and is also entitled to proceed to partial invoicing at all times.
  3. Q-modus is entitled to demand partial or full advance payment of the fee due.
  4. If the Client does not pay within the period specified in paragraph 1 of this article, it will be in default by operation of law, without further notice of default being required. In the event of default on the part of the Client, Q-modus is authorized to charge the statutory interest on the amount not paid or not paid on time, ranging from the due date to the date of full payment.
  5. If the Client fails to meet one or more obligations towards Q-modus, all reasonable costs for obtaining satisfaction, in and out of court, will be borne by the Client, whereby the extrajudicial collection costs amount to at least 15% of the invoice amount with a minimum of € 100.
  6. Client is not entitled to suspend and / or settle its obligations towards Q-modus.
  7. If there are several Clients, each of them is jointly and severally liable for the total invoice amount, insofar as the work has been carried out for the benefit of the joint Clients and regardless of the name of the invoice.

Article 9. Industrial or intellectual property rights

  1. All intellectual property rights on the data files and / or advice reports developed under the Agreement or made available to the Client rest solely with Q-modus, its licensors or its suppliers. Q-modus only grants the Client a non-exclusive, non-transferable right to third parties and a non-sublicensable user right.
  2. Q-modus reserves the right to use and / or exploit all of the items and ideas underlying the development of the items mentioned in the previous paragraph for any other purpose, without limitation, for itself or for third parties.
  3. Unless otherwise agreed in writing, all intellectual property rights arising from the Agreement belong to Q-modus. To the extent that such a right can only be obtained through a deposit or registration, only Q-modus is authorized to do so.

Article 10. Liability

  1. Q-modus is only liable to the Client for direct damage as a result of a serious attributable shortcoming in the performance of the Agreement. This is the case if Q-modus has not taken the required care and expertise into account in the implementation of the Agreement, which could have been expected of it.
  2. Taking the previous paragraph into account, direct damage means:
    1. The reasonable costs incurred to determine the cause and extent of the damage;
    2. The reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limiting the damage;
    3. Any reasonable costs incurred to have the defective performance of Q-modus comply with the Agreement, insofar as these can be attributed to Q-modus.
  3. If Q-modus would be liable for damage suffered by the Client, its liability is limited to the amount that is paid out in the relevant case under the professional / business liability insurance taken out by Q-modus, plus the deductible applicable to Q-modus .
  4. If the insurer does not pay out in any case or the damage is not covered by the insurance, the liability of Q-modus is limited to a maximum of the amount of compensation that Q-modus has received from the Client for its work in the relevant Agreement .
  5. Contrary to the previous paragraph, in the case of an Agreement with a duration of more than six months, liability is limited to the fee owed for the last three months.
  6. Q-modus is never liable for indirect damage, including stagnation in the regular course of business in the client's company, lost profit, loss of company data, lost savings and consequential damage, in any way related to or caused by the implementation of the Agreement.
  7. If the Client wishes to hold Q-modus liable for imputable shortcomings in the performance of the Agreement, the Client must first declare Q-modus to be in default and give a reasonable period of time to clear the shortcoming.
  8. Q-modus is not liable for damage of any nature whatsoever caused by Q-modus based on incorrect and / or incomplete data provided by or on behalf of the Client.
  9. The Client indemnifies Q-modus against all claims from third parties for liability resulting from a defect in the execution of an agreement that the Client has concluded with a third party and that also contains goods, materials or results delivered by Q-modus.
  10. Q-modus is not liable for any damage as a result of force majeure.
  11. Q-modus is not liable for damage caused by the fact that there are companies on the Companies List that do not (completely) match the Client's question.
  12. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence of Q-modus.

Article 11. Force majeure

  1. If Q-modus is prevented by force majeure from fully or partially carrying out the agreed work, it has the right to suspend the execution of the Agreement without judicial intervention until the time that Q-modus is still able to do so in the agreed manner to ascertain whether the Agreement is wholly or partially regarded as dissolved, at its option, without being obliged to pay any compensation or guarantee.
  2. In these general terms and conditions, force majeure is understood to mean, in addition to that which is understood by law and case law: all external causes, foreseen or unforeseen, over which Q-modus cannot influence, but as a result of which Q-modus is unable to obligations. Illness, death of the person executing the Agreement and disability included in the business of Q-modus or its suppliers.
  3. Parties can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, the Parties are entitled to terminate the Agreement, without obligation to compensate damage to the other party.
  4. If, upon the occurrence of force majeure, Q-modus has already partially fulfilled its obligation, or can only partially meet its obligations, it is entitled to invoice the part already performed separately.

Article 12. Suspension and termination

  1. Q-modus is authorized to suspend the fulfillment of all its obligations or to dissolve the Agreement, without any notice of default and without being obliged to pay any compensation if:
    1. Client is in default of (timely) compliance with any obligation with regard to the Agreement;
    2. It is likely that the Client will not, not fully and / or not timely fulfill an obligation towards Q-modus;
    3. The Client has been declared bankrupt, placed under guardianship, has received a moratorium on payments or the statutory debt rescheduling scheme has been declared applicable to the Client, or a request for one of the aforementioned procedures is pending.
  2. Suspension and dissolution are only permitted insofar as the shortcoming justifies it.
  3. Q-modus is authorized to dissolve the Agreement (or cause it to be dissolved) if circumstances arise of such a nature that fulfillment of the Agreement is impossible or if unaltered maintenance of the Agreement cannot be expected according to standards of reasonableness and fairness.
  4. All possible obligations of the Client towards Q-modus become immediately due after dissolution or suspension.
  5. Suspension and / or dissolution do not affect the payment obligation for the work already performed. In addition, Q-modus is then entitled to claim the following costs from the Client: damage costs, costs and interest caused by the Client's breach of contract, termination costs and lost income.

Article 13. Final provisions

  1. These terms and conditions remain in force if Q-modus changes name, legal form or owner.
  2. Q-modus is authorized to make changes to the terms and conditions. The aforementioned changes do not affect the agreements in progress during the coming into force, unless the Parties agree otherwise.
  3. All legal relationships between the Parties to which the general terms and conditions apply are exclusively governed by Dutch law.
  4. All disputes related to a legal relationship between the Parties to which these general terms and conditions apply will only be submitted to the competent court in the Northern Netherlands district, Groningen location.
  5. There is a dispute as referred to in the previous paragraph as soon as one of the Parties so states.
  6. These terms and conditions take effect on December 1, 2016.