General Terms and Conditions

Article 1Definitions

In these terms and conditions the following definitions apply:

Qteco

Qteco B.V., having its registered office in Eindhoven, the Netherlands, registered with the Chamber of Commerce.

Client

any legal entity or natural person acting in the course of a profession or business that enters into an Agreement with Qteco or to whom Qteco makes an offer. These terms are not intended for agreements with consumers.

Parties

Qteco and the Client jointly; each individually a “Party”.

Services

all ICT, cloud, telecom, security, AI, consultancy, support and managed services offered by Qteco.

Managed Services

the proactive management, monitoring, maintenance and support of ICT environments.

Cloud Services

services delivered via third-party platforms such as Microsoft, Google, Amazon Web Services or comparable providers.

AI Services

services involving Artificial Intelligence, machine learning, automation or generative AI; further detailed in the AI & Security Addendum (Annex 3).

Agreement

the entirety of arrangements between the Parties, comprising the quotation or order confirmation, any SLA, the Data Processing Agreement, the addenda, the other annexes and these general terms and conditions.

SLA

Service Level Agreement setting out specific service arrangements.

Data Processing Agreement

the agreement referred to in Article 28 GDPR, concluded where Qteco processes personal data on behalf of the Client (Annex 2).

Additional Work

work or deliverables falling outside the agreed scope.

In Writing

by letter as well as by e-mail or other electronic message of which the origin and content are sufficiently established.

Confidential Information

all information designated as confidential or whose confidential nature is reasonably apparent, including configurations, prices, methods, security data and business data.

Article 2Applicability and Order of Precedence

• These terms apply to all offers, quotations, orders, agreements and services of Qteco.
• They also apply to follow-up, supplementary and further assignments.
• Deviations are valid only if agreed In Writing and apply only to the relevant Agreement.
• The applicability of any general terms and conditions of the Client is expressly rejected.
• In the event of conflict the following order of precedence applies: (a) the written agreement or order confirmation; (b) the SLA; (c) the addenda; (d) these general terms and conditions; (e) the other annexes. The Data Processing Agreement shall, however, always prevail insofar as the processing of personal data is concerned.
• If any provision is null and void or is annulled, the remaining provisions remain in force. The Parties shall replace the relevant provision with a valid provision that approximates its purport as closely as possible.

Article 3Quotations and Formation

• All quotations and offers are without obligation and valid for 30 days, unless stated otherwise.
• An Agreement is formed upon written confirmation by Qteco or as soon as Qteco commences performance.
• Obvious errors or mistakes in quotations and publications do not bind Qteco.
• A composite price quotation does not oblige Qteco to perform part of it against a proportionate part of the price.

Article 4Performance of the Services

• Qteco performs its work to the best of its insight and craftsmanship.
• Qteco has an obligation of means (best efforts), unless an obligation of result has been expressly agreed In Writing.
• Qteco may have work performed wholly or partly by third parties. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code do not apply.
• Stated deadlines are indicative and never constitute strict (fatal) deadlines, unless expressly agreed In Writing. Upon exceedance, Qteco is in default only after a written notice of default granting a reasonable cure period.
• Qteco may rely on the accuracy and completeness of the information provided by the Client and is not obliged to verify it.

Article 5Managed Services

• Qteco may monitor, manage, configure and maintain systems insofar as necessary for the agreed services.
• The Client grants timely and free access to systems, networks, locations, accounts and relevant information.
• Incidents are handled in accordance with the applicable SLA. Without an SLA, reasonable efforts during business hours apply.
• The Client is responsible for procuring and maintaining the licences and usage rights required for the services, unless agreed otherwise.
• Additional Work is performed only upon instruction and charged at the applicable rates.

Article 6Third-Party Cloud Services

• Additional terms of third parties may apply to third-party cloud solutions and pass through in the relationship with the Client.
• Qteco is not liable for outages, price changes, functional changes or discontinuation of services by third parties.
• The availability of cloud platforms is beyond Qteco’s direct control.

Article 7Cybersecurity

• Qteco takes reasonable technical and organisational measures to protect systems and data, taking account of the state of the art.
• Absolute security cannot be guaranteed.
• The Client remains responsible for user awareness, password management and internal security procedures.
• Insofar as damage results from a failure to follow Qteco’s security advice, any liability of Qteco for such damage is excluded.

Article 8Artificial Intelligence

• Qteco may use AI technology to support its services. The AI & Security Addendum (Annex 3) applies thereto.
• AI output must be independently verified by the Client before decisions are based on it.
• Qteco gives no warranty as to the completeness, accuracy or suitability of AI-generated results.
• Qteco does not use the Client’s data to train its own or third-party AI models without a written arrangement.
• The Client remains responsible for decisions made on the basis of AI output.

Article 9Client Obligations

The Client shall provide for:

• accurate and complete information;
• timely cooperation;
• sufficient network and system access;
• lawful use of software and data;
• compliance with relevant laws and regulations.

Article 10Indemnification

• The Client indemnifies Qteco against all third-party claims relating to: (a) data, materials or instructions provided by the Client; (b) unlawful or non-compliant use of the Services; (c) infringement of third-party rights for which the Client is responsible.
• The indemnification also covers the reasonable costs of legal assistance and defence.

Article 11Licences and Software

• The Client obtains usage rights only for the term of the Agreement.
• Software may not be copied, modified, decompiled or distributed, except where mandatorily permitted by law.

Article 12Intellectual Property

• All intellectual property rights in the Services, software, scripts, automations, methods, documentation, reports and tooling vest in Qteco or its suppliers.
• The Client obtains a non-exclusive, non-transferable right of use for the term of the Agreement.
• Generic knowledge, methods, scripts and tooling that Qteco develops or applies remain the property of Qteco, even where developed in the context of an assignment, unless agreed otherwise In Writing.

Article 13Data Processing and Privacy

• Where Qteco processes personal data on behalf of the Client, the Parties conclude the Data Processing Agreement (Annex 2).
• The Client remains the controller within the meaning of the GDPR.
• Qteco processes personal data solely on the documented instructions of the Client.

Article 14Backups and Recovery

• Unless expressly agreed, backups are not part of the services.
• Where backups form part of the Agreement, an obligation of means applies regarding recoverability.
• The Client remains responsible for periodically verifying the usability of backups.

Article 15Service Levels

• Availability guarantees apply only if laid down In Writing in an SLA.
• Planned maintenance does not count as an outage.
• Exceeding response times gives no right to compensation, save for any service credit set out in the SLA, which constitutes the sole and exclusive remedy.

Article 16Rates and Invoicing

• All prices are exclusive of VAT.
• Qteco may index its rates annually in line with the CBS consumer price index (all households), without prior notice. Such indexation gives no right to terminate or rescind.
• Licence and supplier increases may be passed on directly.
• Additional Work and out-of-scope work is invoiced at the applicable rates.

Article 17Payment

• Payment must be made within 14 days of the invoice date.
• Upon exceedance the Client is in default by operation of law and owes the statutory commercial interest (Article 6:119a Dutch Civil Code).
• Extrajudicial collection costs are entirely for the account of the Client.
• The Client is not entitled to suspend or set off payment obligations.
• In the event of bankruptcy, suspension of payments, debt restructuring or liquidation of the Client, all claims become immediately due and payable.

Article 18Suspension

Qteco may suspend the services wholly or partly if:

• invoices are not paid on time;
• security risks arise;
• the Client fails to meet its obligations.

Article 19Confidentiality

• The Parties treat Confidential Information strictly confidentially and do not disclose it without the other Party’s written consent.
• The obligation does not apply to information that is already public, lawfully obtained from a third party, or that must be disclosed under a statutory obligation or court order, in which case the other Party is informed in advance.
• The confidentiality obligation survives the end of the Agreement.
• In the event of breach by the Client, an immediately payable penalty of €10,000 per breach is due, increased by €1,000 for each day the breach continues, without prejudice to Qteco’s right to full compensation.

Article 20Non-Solicitation of Staff

• During the Agreement and for twelve months after its termination, the Client shall not employ or otherwise engage staff of Qteco without Qteco’s prior written consent.
• In the event of breach, an immediately payable penalty of €25,000 per breach is due, increased by €1,000 per day, without prejudice to the right to full compensation.

Article 21Force Majeure

Force majeure also includes:

• internet, network and telecom outages;
• cyberattacks, DDoS attacks and ransomware incidents;
• outages or limitations of third-party cloud platforms, AI platforms and APIs;
• failures or shortcomings of suppliers and subcontractors;
• power and energy shortages;
• pandemics, strikes and government measures.

During force majeure the obligations are suspended. If the force majeure lasts longer than 60 days, either Party may rescind the Agreement In Writing for the non-performable part, without any obligation to pay compensation.

Article 22Liability

• Qteco is liable solely for direct damage that is the direct and exclusive result of an attributable shortcoming.
• Insofar as Qteco’s business or professional liability insurance pays out in the relevant case, liability is limited to the amount paid out, increased by the deductible.
• If the insurance does not pay out, total liability is limited to the amount the Client paid for the relevant services in the twelve months preceding the damaging event, subject to a maximum of €250,000 per event and €500,000 per calendar year.
• A series of connected events counts as a single event.
• Liability for indirect damage is excluded, including consequential loss, loss of revenue, loss of profit, reputational damage, missed savings and business stagnation.
• The limitations in this article do not apply where the damage results from intent or deliberate recklessness on the part of Qteco’s management.
• Any claim for compensation lapses unless submitted to Qteco In Writing within twelve months of discovery, and in any event unless brought before the court within eighteen months of discovery.

Article 23Cyber Incidents

Qteco is not liable for damage resulting from:

• phishing;
• ransomware;
• social engineering;
• malware;
• data breaches caused by third parties;
• user negligence.

Save in the event of intent or deliberate recklessness on the part of Qteco’s management.

Article 24Complaints

• Complaints about the services must be reported In Writing and sufficiently specified within 14 days of discovery, and no later than 30 days after performance.
• Failure to report in time forfeits any right to repair, replacement or compensation.
• A complaint does not suspend the payment obligation.

Article 25Term and Termination

• Agreements are entered into for the agreed term.
• After expiry the Agreement is tacitly renewed for successive periods of one year, unless agreed otherwise.
• Termination is effected In Writing against the end of the term, observing a notice period of at least three months.
• Either Party may rescind the Agreement In Writing with immediate effect if the other Party, after notice of default, attributably fails to perform, or upon bankruptcy, suspension of payments or liquidation of the other Party.

Article 26Exit Arrangement

• Upon termination, Qteco provides reasonable cooperation in transferring data and systems.
• Exit activities are performed at the then-applicable rates.
• Qteco is not obliged to keep systems available longer than agreed.

Article 27Transfer of Rights

• The Client may not transfer rights and obligations under the Agreement to third parties without Qteco’s prior written consent.
• Qteco may transfer its rights and obligations to a group company or legal successor; the Client cooperates with this in advance.

Article 28Amendment of the Terms

• Qteco may amend these terms. Amendments are announced In Writing and take effect 30 days thereafter.
• In the event of a material increase in the Client’s obligations, the Client may terminate the Agreement In Writing within 30 days of the announcement, effective as at the date of entry into force.

Article 29Miscellaneous

• Qteco’s failure to exercise a right, or to do so immediately, does not constitute a waiver of that right.
• Qteco may share Confidential Information with third parties it engages for the performance of the Agreement, provided they are bound to confidentiality.

Article 30Governing Law

• All Agreements are governed exclusively by Dutch law.

Article 31Disputes

• In the event of a dispute the Parties first consult to reach a solution.
• Disputes not resolved by mutual consultation are submitted exclusively to the competent court of the District Court of Oost-Brabant, the Netherlands.