TERMS AND CONDITIONS
Article 1 General
1. These general terms and conditions apply to all offers and contracts whereby Steps Quality Services B.V., hereafter to be called “Steps QS”, offering its services of any kind whatsoever via the websites www.stepsqs.nl.www.hanssteps.nl, www.testhuis.com, www.testanalist.nl and www.redactiehuis.nl.
2. For the understanding of these general terms and conditions,
o Steps QS shall mean the legal entity Steps Quality Services B.V., Hans Steps as well as any employee or subcontractor used by Steps QS in the performance of any contract with a client, notwithstanding Steps Quality Services B.V. being the sole legal contractual party of the client;
o the client shall mean any person (or legal entity) who wishes to enter into a contract with Steps QS or has entered into a contract for the supply of products or services or the carrying-out of work of any kind whatsoever, including but not limited to the supply of services for the testing and management of software development and implementation projects and analyses hereof;
o the contract shall mean the individual contract entered into between Steps QS and the client and which may be based on the offer made by Steps QS and accepted by the client, of which these general terms and conditions form an integral part.
3. These general terms and conditions shall be deemed accepted by the client when the client makes use of the services of Steps QS, regardless of the explicit consent of the client to these terms.
4. Any general terms and conditions of the client and clauses differing from these terms and conditions shall only apply if and insofar as they are approved by Steps QS expressly in writing.
Article 2 Offers
1. All offers by Steps QS, in whatever form they are made, are without obligation, unless expressly stipulated otherwise.
2. Orders, contracts and amendments to an offer shall only be binding on Steps QS if and insofar as they are confirmed by the latter in writing; any arrangements made or undertakings given previously which are not confirmed in writing by Steps QS shall therefore cease to be valid. The client is bound by its contract with Steps QS, which constitutes an irrevocable order, to Steps QS.
Article 3 Prices
1. Unless stipulated otherwise in offers, contracts or order confirmations, the prices quoted by Steps QS exclude turnover tax and any other taxes and apply for delivery from Steps QS’s premises.
2. Unless agreed otherwise in the contract, the services to be rendered by Steps QS will be invoiced on the agreed hourly rate.
3. A full working day of Steps QS will be deemed to have 8 working hours, exclusive of half an hour lunch time. A half working day will have a maximum of 5 working hours. As of 5 hours, a full working day will be calculated.
4. Changes to the order originating from the client or caused by a change in the circumstances which result in contract extras/reductions shall be performed and charged to the client reasonably and fairly.
5. Steps QS reserves the right to carry out additional work and to charge for this without prior permission from the client if the additional work does not exceed 10% of the amount originally agreed.
6. If contract extras or reductions deviate by more than 10% from the amount originally agreed, the parties shall consult each other about the measures to be adopted.
Article 4 Payment
1. All invoices must be settled by the client in accordance with the terms of payment indicated on the invoice. In the absence of any specific terms of payment, the client must pay within 30 days of the date of the invoice, with no deductions, setting-off or reduction on any basis whatsoever. No payment may be deferred, even if the client believes that it has some right of recovery or guarantee.
2. If the client does not pay the amounts due within the agreed period, the client is in default without the need for notice of default on behalf of Steps QS and it shall owe the legal interest pursuant to clause 6:119a Dutch Civil Code (wettelijke handelsrente) on this, with effect from the date on which it is in default, notwithstanding any other rights held by Steps QS. Reminders for payment will be sent as follows: first reminder after 5 days, the second reminder after 20 days and the third reminder after 30 days, all to be calculated after expiration of the initial payment term. If the client still fails to settle the debt following notice of default, the debt may be referred for collection, in which case, besides the amount due, the client shall also be obliged to reimburse the full amount of the extrajudicial collection costs, including lawyers’ fees.
3. Notwithstanding the agreed terms of payment, Steps QS is entitled to demand further security from the client for the total or partial performance of the contract for the fulfilment of the client’s payment obligations. If and so long as the aforementioned security is not provided by the client, Steps QS reserves the right to suspend the performance of the contract.
4. Steps QS is entitled to set off its claim against the client against the amount it owes the client at any time.
Article 5 Execution of the agreement
1. If this is agreed in writing, Steps QS shall implement, test and/or analyze the hardware and/or software, in the manner described in the contract. Steps QS will do its utmost best in the performance of the services, but the contract cannot be considered as an agreement aimed at a certain result (resultaatsverplichting).
2. In any case, the client shall provide all necessary assistance, including the prompt provision of staff to assist, documents, equipment, materials and other resources – all of sufficient quality – which Steps QS has indicated to be relevant for the proper performance of the contract and/or which the client might reasonable be assumed to be relevant. Prior to delivery, the client shall also make available a (digital) working place which Steps QS considers suitable with all the necessary facilities in Steps QS’s view.
3. Steps QS will be free in the way the contract will be performed, unless otherwise agreed.
4. The client will always maintain its own responsibilities for the continuity of its business, regardless of implementations, tests and/or analysis to the clients’ hardware and/or software or systems being performed by Steps QS, including the client’s own responsibility for making backups.
5. The client acknowledges that any implementation, test and/or analysis cannot be 100% error and/or bug free.
6. The client acknowledges that Steps QS renders it services on a non exclusive basis to the client and will be entitled to render similar services to third parties.
Article 6 Delivery times
1. The services subject to the contract will be performed in accordance with the timelines stipulated in the contract.
2. The indication of a delivery date, including the time indicated by Steps QS within which the implementation, test and/or analysis will be carried out, is always an estimate and shall never be considered by the client as a deadline.
3. Steps QS is obliged to respect the delivery time as far as possible, but shall never be liable for it being exceeded. If this time is exceeded, Steps QS is not liable for any compensation or damages of any nature whatsoever. The exceeding of the delivery time shall not entitle the client to cancel a contract. If a delivery time is likely to be exceeded, Steps QS and the client shall consult with each other as soon as possible in order to prevent the exceeding of this time and/or to adjust the dates.
Article 7 Intellectual property rights
1. The client guarantees that any material made available by the client to Steps QS for the performance of the contract, including but not limited to hardware and/or software, texts, images, photographs, do not infringe any third party intellectual property rights under Dutch or pursuant to any other jurisdiction. The client shall indemnify Steps QS for any action by third parties towards Steps QS in relation to the client’s use of hardware and/or software that infringes a third parties intellectual property right.
2. To the extent any intellectual property rights will be created by rendering the services by Steps QS to the client, all these intellectual property rights will accrue to the client.
Article 8 Complaints and guarantee
1. Complaints must be made in writing within 8 days after discovery of the fact(s) giving rise to the complaint, failing which any claim against Steps QS in respect of such facts shall be invalid, unless a different guarantee is expressly agreed in writing.
2. In any event no guarantee will apply if:
· (part of) the work subject to the contract will be carried out by parties appointed by the client, other than Steps QS;
· the client has arranged for modifications or the to be tested hardware and/or software are used improperly or for a different purpose than that for which they were originally intended or other work is carried out in this respect by the client or third parties;
· the client fails to fulfill any obligation under a contract concluded with Steps QS at all or on time;
· it emerges that the cause of the defect lies in computer hardware and/or software not supplied by Steps QS.
Article 9 Liability and indemnity
1. Any liability of Steps QS towards the client will be excluded, unless the damage suffered by the client is the result of intent or gross negligence on the part of Steps QS to perform the contract. Any not found errors or bugs in hardware and/or software being subject of the contact which are not of material impact to the scope of the contract, will not qualify as intent or gross negligence.
2. Under no circumstances is Steps QS liable for indirect loss or consequential loss, loss of profits, loss due to loss of information, files and data or loss due to information or advice supplied by Steps QS unless such loss is the result of intent on the part of Steps QS.
3. To the extent Steps QS might be held liable, taking into account sections 1 and 2, Steps QS’ liability shall be determined on the basis of the insurance taken out by Steps QS. If cover applies, Steps QS’s liability to the client shall never exceed € 500.000 per loss or per series of related losses. If cover does not apply, Steps QS’s liability to the client shall in any event be limited to 50% of the net invoice amount of the services supplied due to which the loss occurred.
Article 10 Assignment of rights and obligations
1. The client is not permitted to assign its rights and obligations under the contract to a third party without the prior written permission of Steps QS, which permission shall not be withheld on unreasonable grounds.
2. Steps QS is entitled to assign its rights under a contract to third parties or to have another party enter into contract on its behalf or to involve a third party, including an employee or an independent subcontractor, in the performance of a contract.
Article 11 Suspension of the performance of the services
1. If information required for the performance of the contract is not supplied by Steps QS at all, on time or as agreed, or if the client fails to fulfil its obligation in some other manner, Steps QS reserves the right to suspend the performance of the contract and to charge an additional fee at its standard rate without becoming due any compensation to the client.
Article 12 Non solicitation, competition and relations
1. During and within one year after termination of the rendering of services by Steps QS to the client, the client will not enter into any commercial relation, directly or indirectly and including an employment relation, with any employee of Steps QS without the prior written consent of Steps QS.
2. During and within one year after termination of the rendering of services by Steps QS to the client, the client will not offer similar services as offered by Steps QS to the client’s own customers and business relations.
3. Without the prior written consent of Steps QS, the client will not approach any business relations of Steps QS with whom the client has become familiar in light of the rendering of the services by Steps QS to the client.
Article 13 Confidentiality
1. Any and all information exchanged in light of the contract between Steps QS and the client relating to know how, data, business concepts, rates, business relations, and any other information of which the confidential nature will reasonably be clear, will be kept confidential by the receiving party.
Article 14 Independent contracting parties
1. The parties will at all times remain independent and unrelated business parties. Their relation will not qualify as an employment contract, in the broadest sense. Unless expressly stated otherwise, neither party shall represent itself nor be construed as a legal representative of the other for any purpose and nothing in a contract between Steps QS and the client shall or shall be deemed to create a partnership or joint venture or any other kind of joint undertaking nor establish a group company relationship as meant in article 2:24b Dutch Civil Code or give either party the power to direct or control the daily activities of the other party.
Article 15 Cancellation of the agreement
1. Any party may prematurely terminate the agreement if:
· The other party is declared bankrupt or in any other way gives reasonable grounds to consider it insolvent;
· The other party ceases the operation of its business.
2. Apart from the above mentioned circumstances, the client will in no event be entitled to cancel an order issued to Steps QS.
3. Steps QS will be allowed to cancel a contract without being due any compensation to the client if Steps QS has reasonable indications that the client does violate the terms of this agreement and/or uses the services in an illegal or unfair way.
Article 16 Partial invalidity and entire agreement
1. If any part of the contract between Steps QS and the client is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of the contract, which will continue to be valid and enforceable to the fullest extent permitted by law.
2. The contract entered into between Steps QS and the client including any annexes hereto will constitute the entire agreement between the parties as to its subject matter and supersedes all previous agreements, communications, representations and other arrangements, written or oral.
Article 17 Applicable law and disputes
All offers, contracts and the performance thereof are governed by Dutch law. Any disputes arising therefrom shall be settled exclusively by the District Court of Maastricht.