QA-Sense - "For Interim Management in QA and Sustainability"


Terms of Engagement                                                                                    

1. General
The General Terms and Conditions are applicable to all offers, activities, tenders and agreements between QA-Sense b.v. (hereinafter referred to as 'QA-Sense') and its customers, or their legal successors respectively.

2. Basis for project proposals
QA-Sense's project proposals are based on the information provided by the customer. The customer guarantees that, to the best of its knowledge, it thereby provided all the essential information for the set-up and execution of the research. QA-Sense will carry out its advisory services to the best of its judgment and ability, and in accordance with the professional standards.
This obligation has the nature of an 'efforts obligation', since achieving the intended result cannot be guaranteed.
All project proposals and price quotations made by or on behalf of QA-Sense are free of obligations, except insofar as stipulated otherwise by QA-Sense in writing, and are valid for 30 days.

3. Commencement of the agreement
The agreement between QA-Sense and the customer is constituted by the order confirmation, the current general terms and conditions and any supplementary written agreements, which jointly contain the full representation of the parties' rights and obligations and which replace all preceding written and oral proposals, notifications and any correspondence. The advisory activities will not commence until the order confirmation is signed by both parties and is returned to and received by QA-Sense. The order confirmation shall, inter alia, state the nature of the project, the remuneration, contact persons and specific payment obligations.

4. Information, employees and work space to be provided by the customer
In order to have the performance of the assignment run smoothly and according to schedule, the customer shall provide all the documents and data that QA-Sense needs in good time. This also applies to placing employees from the customer's own organization at QA-Sense's disposal, which employees are, or will be, involved in the activities of QA-Sense. If the above is not provided or made available in good time and this leads to additional work, Article 9 will apply.

If QA-Sense so requests, the customer shall provide QA-Sense with its own workspace with telephone connection and, if desired, a fax and/or data network connection, at the customer's location free of charge.

5. Engaging third parties in carrying out the assignment
If QA-Sense or the customer wishes to involve or engage third parties in the performance of the assignment, this may only be done by agreement between QA-Sense and the customer.

6. Personnel
6.1 Changes in the advisory team
QA-Sense may change the composition of the advisory team in consultation with the customer, if it is of the opinion that this is necessary for the performance of the assignment. The change must not diminish the quality of the advisory services to be performed, nor negatively affect the continuity of the assignment.
Any change in the advisory team can also be effected at the customer's request in consultation with QA-Sense.

6.2 Engaging or employing the other party's personnel
Neither of the parties is allowed to employ personnel of the other party or negotiate employment with such personnel during the performance of the assignment and within one year after termination of the assignment, unless this is done in consultation with the other party.

7. Remuneration
With regard to the rates and the related cost estimates, the order confirmation shall state which costs are included and which costs will be charged additionally.
An interim change in the level of wages and costs forcing QA-Sense to adjust the rates or adjust other reimbursements of costs as referred to above, will be calculated and passed on to the customer.

8. Payment obligations
The remuneration and costs as referred to in Article 7 are charged periodically. Payment shall be effected within 14 days after the invoice date.
After this due date, the statutory interest enters into effect and will be calculated over the entire invoice amount, without notice of default being required. If payment is not forthcoming, QA-Sense may suspend the performance of the assignment by appealing to the uncertainty exception.
If the customer is in default or fails in any other way in the performance of one or more of its obligations, all reasonable costs to obtain payment shall be met by the customer, both the judicial and extrajudicial costs.
If the assignment is placed by more than one customer, all customers are jointly and severally liable for the compliance with the obligations as referred to in this Article (irrespective of the name stated on the invoice).

9 Change in the assignment, or additional work
The customer accepts that the schedule set for the assignment may be affected if the parties agree in the interim to extend or change the approach, working method or size of the assignment and/or activities resulting there from.
If the interim change affects the agreed remuneration or reimbursement of costs, QA-Sense will inform the customer of this as soon as possible.
If an interim change in the assignment or performance of the assignment is caused through the actions of the customer, QA-Sense will make the necessary adjustments if the quality of the services to be rendered so requires. If such an adjustment results in additional work, this must be confirmed as a supplementary assignment to the customer.

10. Duration and conclusion of the assignment
The duration of the assignment can be affected by the efforts of the advisory team, but also by all kinds of other factors, such as the quality of the information received by QA-Sense and the assistance rendered. The schedule made by QA-Sense is therefore as good as possible an estimate based on the information available at that moment.
The actual conclusion of the assignment shall take place by agreement between the parties. From a financial point of view, the assignment is concluded as soon as the final invoice has been approved by the customer. The customer must inform QA-Sense of this within a term of 14 days after the date of this invoice. If the customer does not respond within this term, the final invoice is deemed to have been approved.

11. Early termination of the assignment
The parties may terminate the agreement unilaterally early, if one of them is of the opinion that the performance of the assignment can no longer take place in accordance with the confirmed order confirmation and any subsequent additional order specifications.
This must be notified to the other party supported by reasons and in writing.
If the customer seeks early termination, QA-Sense is entitled to compensation because of the occupation loss arisen and to be demonstrated, for which the average monthly invoice amount up to that moment is used as the basis of calculation.
QA-Sense will only exercise its authority to terminate the assignment early if, as a result of facts and circumstances that are beyond its influence or that cannot be attributed to it, completion of the assignment cannot in reasonableness be expected.
In such a case, QA-Sense reserves the right to claim payment of the invoices for the activities performed up to that moment, while the provisional results of the work performed up to that moment will be made available to the customer with reservation. Insofar as this entails additional costs, these costs will be charged.
If one of both parties enters into involuntary liquidation, requests a moratorium on payments or ceases operations, the other party is entitled to terminate the assignment without due observance of a term of notice being required, without prejudice to its other rights.

12. Intellectual property rights
QA-Sense reserves all intellectual property rights, both during and after the duration of the assignment, which have been developed by the consultant in the performance of the assignment.
All documents produced by QA-Sense and other goods delivered by QA-Sense (such as models, techniques, instruments, including software), that are used for the performance of the assignment and are included in the advice or research results, are and remain QA-Sense's property. Publication can therefore only take place after approval has been granted by QA-Sense.
The customer has the right, however, to copy the documents in order to use them within its own organization, insofar as appropriate within the purpose of the assignment.
In case of early termination of the assignment, the above is applicable by analogy.

13. Logos
QA-Sense may use the customer's logo for project proposals, presentations, etc.., meant for the customer. The logo will not be used on documents not related to the assignment, unless with the explicit consent of the customer.

14. Confidentiality
QA-Sense is obliged to keep all information and data of the customer confidential. QA-Sense will take all possible precautions within the framework of the assignment to protect the customer's interests. Without QA-Sense's consent, the customer will not disclose any information to third parties with regard to QA-Sense's approach, its working methods and the like, or make its reports available.

15. Liability
QA-Sense is liable for the failures in the performance of the assignment, insofar as these are the result of QA-Sense not complying with the care, expertise and professionalism that may be expected when advice is issued within the context of the assignment concerned. The liability for the loss caused by such failures is limited to a maximum of the remuneration amount which QA-Sense received for its activities under this assignment.
For assignments with a duration exceeding six months, there is a further limitation of the aforementioned liability to a maximum of the invoice amount over the past six months.
Any claims by the customer in the sense referred to above, must be filed within one year of the discovery of the loss, in the default of which the customer forfeits its rights.

16. Force Majeure
Under the terms of this agreement, force majeure is understood to be all that is contained under this concept in law and case-law. QA-Sense is not bound by its obligations under the agreement if performance has become impossible as a result of force majeure. In that case, the agreement will be dissolved.

17. Applicable law
Dutch law is exclusively applicable to this agreement.

18. Settlement of disputes
All disputes that may arise as a result of the performance of the present agreement or of any subsequent agreements possibly arising from it, shall be decided by the competent judge of the District of Amsterdam.

Disclaimer QA-Sense B.V. 2004 | Tel.:  +31- 653337623 | E-mail: | KvK 32101030

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