Algemene Voorwaarden van inQdo B.V.
In these general terms and conditions, the following terms shall have the following meanings:
Client: the natural person or legal entity that has instructed the Contractor to perform work, supply services, and/or provide products.
Contractor: inQdo B.V., hereinafter referred to as "inQdo".
Work: all work explicitly and implicitly commissioned by the Client, whether or not set out in an order confirmation, quotation, or equivalent document.
Agreement: any written form of confirmation signed by an authorized representative regarding the awarding of an assignment(s) to inQdo by the Client, including (but not limited to) a quotation, order confirmation, hiring agreement, and partial agreement, hereinafter also referred to as the "Agreement".
B. Applicability
These general terms and conditions apply to all offers, quotations, agreements, assignments, and other legal relationships between inQdo and the Client, both with regard to the provision of services and the sale and delivery of products and goods by inQdo to the Client, as well as to all related work, deliverables, and arrangements, unless expressly agreed otherwise in writing.
These terms and conditions also apply to all agreements with inQdo for the performance of which third parties must be involved. Third parties engaged by inQdo may invoke these terms and conditions against the Client.
Any (procurement) terms and conditions used by the Client are excluded and explicitly rejected by inQdo.
If one or more provisions of these general terms and conditions are void or should be annulled, the remaining provisions of these general terms and conditions shall remain in full force and effect. In such an event, inQdo and the Client shall enter into consultations to agree on new provisions to replace the void or annulled provisions, taking into account, as far as possible, the purpose and scope of the original provision.
C. Commencement and Duration of the Agreement
The Agreement is only concluded and commences at the moment that the Agreement, signed by both parties, is in the possession of both parties.
The parties are free to prove the formation of the Agreement by other means.
The Agreement is entered into for an indefinite period of time, unless the nature or scope of the assignment implies that it has been entered into for a definite period.
D. Duration and Premature Termination
Assignments are deemed to have been entered into for the duration specified in the Agreement. Premature termination is only possible if well-founded reasons attributable to inQdo can be demonstrated that prevent the continuation of the work, and/or for reasons explicitly agreed upon in the Agreement.
If the agreement has been entered into for an indefinite period, it may be terminated in writing by either party subject to a notice period of at least 3 (three) months.
Fixed-term agreements (such as short-term projects) may only be terminated prematurely in writing if there is a compelling reason or an attributable failure (default) which, after proper written notice of default providing a reasonable period for remedy, has not been cured by the defaulting party.
E. Client Data and Information
The Client is required to provide inQdo with all information and documents that inQdo deems necessary for the correct execution of the assignment, in a timely manner, in the requested format, and in the requested manner.
The Client must ensure that inQdo is promptly informed of any changed facts and circumstances that may be relevant in connection with (a) the correct formulation of a quotation, (b) the project plan, or (c) the proper performance of the assignment.
F. Workplace
In the event that employee(s) of inQdo perform work at the Client's offices, the Client shall provide the reasonably required facilities free of charge, such as workspace, workstations, access to relevant systems and applications, and internet and VPN connections.
The Client shall indemnify inQdo against third-party claims, including employees of inQdo, who suffer damage in connection with the execution of the agreement resulting from the acts or omissions of the Client to comply with obligations under working conditions legislation (ARBO legislation).
G. Confidentiality
inQdo is bound to secrecy with respect to third parties who are not involved in the execution of the assignment. This confidentiality applies to all information of a confidential nature made available by the Client and the results obtained from processing such information.
inQdo is not entitled to use the information made available by the Client for any purpose other than that for which it was obtained.
The Client is bound to secrecy with respect to third parties regarding the pricing agreements made with inQdo.
The Client is not permitted to publish, distribute, and/or disclose to third parties the contents of written and electronic proposals prepared by inQdo and its partners.
Subject to paragraph 1 of this article, inQdo reserves the right to share information about the business(es) and/or the assignment with its employees for the purpose of knowledge sharing.
H. Data Protection and Privacy (GDPR)
Insofar as inQdo processes personal data on behalf of the Client within the framework of the execution of the agreement, inQdo shall be designated as the 'processor' and the Client as the 'controller' within the meaning of the General Data Protection Regulation (GDPR).
Prior to data processing, the parties shall enter into a separate Data Processing Agreement (DPA) in which agreements regarding security, data breaches, and the rights of data subjects are legally established in accordance with the GDPR.
I. Intellectual Property Rights and Indemnification
inQdo reserves all rights with respect to intellectual property which are used or have been used within the framework of the execution of the agreement with the Client, insofar as rights can exist or be established on such intellectual property in a legal sense.
The Client is not permitted to hand over these intellectual creations to third parties, other than for the purpose of obtaining an expert opinion regarding the work performed by inQdo.
The Client warrants that the use, processing, adaptation, reproduction, and publication by inQdo of all materials, data, documents, designs, images, texts, software, trademarks, trade names, and other information supplied by or on behalf of the Client, as well as the execution of the instructions provided by the Client, do not infringe upon intellectual property rights or other rights of third parties and are not otherwise unlawful.
The Client fully indemnifies inQdo against all third-party claims, including claims based on intellectual property infringement, related to or arising from the materials, data, documents, designs, instructions, or other information supplied by or on behalf of the Client, or from the use thereof by inQdo within the framework of the execution of the agreement.
This indemnification covers all damages, costs, and expenses suffered or incurred by inQdo in connection with such claims, including reasonable legal assistance costs, court fees, reasonable costs incurred to prevent or mitigate damages, amounts to which inQdo is ordered by court order, and amounts that inQdo owes to third parties under a reasonable settlement.
The Client is required to inform inQdo in writing without delay of all facts and circumstances that may give rise to a claim as referred to in this article and to provide all reasonably required cooperation in handling it upon first request. Insofar as reasonably possible, inQdo shall inform the Client of the relevant claim in a timely manner. A settlement in which the Client is bound to a payment or other obligation shall not be entered into without the Client's prior written consent, which consent shall not be withheld on unreasonable grounds.
The indemnification contained in this article does not affect inQdo's other rights under the agreement and under the law.
J. Delivery Periods
If a deadline has been agreed upon within the term of the Agreement for the completion of certain work, this shall never constitute a strict deadline (fatale termijn).
If an execution period is exceeded, the Client must therefore issue a written notice of default to inQdo.
K. Payment
Payment of the invoice amount by the Client must be made within 30 days of the invoice date by depositing into a bank account designated by inQdo and, insofar as the payment relates to work performed, without any right to discount or set-off (schuldvergelijking).
If the Client has not paid within the aforementioned period or within the specifically agreed period, the Client shall be in default by operation of law, and inQdo shall be entitled, without further demand or notice of default, to charge the Client statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code (BW) from the due date until the date of full payment, all without prejudice to inQdo's other rights.
All costs incurred as a result of debt collection shall be borne by the Client.
In the event of an assignment granted jointly, the Clients, insofar as the work was performed for the benefit of the joint Clients, shall be jointly and severally liable for payment of the invoice amount.
L. Complaints
Complaints regarding the work performed and/or invoices must be submitted in writing to inQdo within 30 days of the dispatch date of the documents or information to which the Client's complaint relates, or within 30 days of discovery of the defect if the Client demonstrates that they could not reasonably have discovered the defect earlier.
A complaint as referred to in paragraph 1 does not suspend the Client's payment obligation.
If the complaint is not submitted in a timely manner, all rights of the Client in connection with the complaint shall lapse.
M. Liability
Unless explicitly agreed otherwise in writing, the obligations of inQdo under the Agreement constitute obligations of best efforts (inspanningsverplichtingen). inQdo shall execute the agreed work to the best of its knowledge and ability and with the diligence of a reasonably competent and reasonably acting contractor. inQdo does not guarantee the achievement of a specific result, unless this has been expressly agreed upon in writing.
inQdo is solely liable for damages that are the direct consequence of an attributable failure in the performance of the agreement, to the extent that the failure is the result of intent (opzet) or gross negligence (grove schuld) on the part of inQdo, subject to the other provisions of this article.
inQdo accepts no liability for defects in the execution of work by third parties with whom the Client itself has entered into an agreement.
Any liability of inQdo, on whatever legal basis, is limited to compensation for direct damage and shall, per event—with a series of connected events being regarded as one single event—be capped at a maximum of the total amount paid by the Client to inQdo for the work/provision of services during the three (3) months prior to the event causing the damage. If inQdo's liability is covered by its liability insurer and the insurer actually proceeds to pay out in the relevant case, liability is furthermore limited to the amount that the insurer actually pays out in the relevant case, increased by any deductible applicable to inQdo under the policy conditions, unless mandatory statutory law precludes this.
The Client indemnifies inQdo against all third-party claims, both judicial and extrajudicial, as well as against all resulting liabilities, damages, costs, and expenses, related to or arising from the performance of the Agreement by inQdo. This indemnification does not apply insofar as the claims in question are the direct consequence of intent or gross negligence on the part of inQdo.
inQdo is not liable for damage, data loss, interruptions, or delays resulting from errors, defects, malfunctions, or failures in software, APIs, infrastructure, cloud environments, platforms, or other third-party services, insofar as these fall outside inQdo's reasonable sphere of influence and the damage is not the result of an attributable failure of inQdo itself. To the extent that inQdo's service provision depends on external cloud environments, platforms, or other third-party services, inQdo does not warrant the availability, continuity, or uptime of these external services, unless expressly agreed otherwise in writing. Failures, interruptions, or shortcomings of third parties are not at the expense and risk of inQdo, insofar as they cannot be attributed to inQdo. Such disruptions do not entitle the Client to compensation or suspension of payment obligations, to the extent permitted by law and without prejudice to mandatory statutory provisions.
Without prejudice to the other provisions of these general terms and conditions, damages are only eligible for compensation if the Client reports the damage in writing and with justification to inQdo no later than 7 (seven) days after its occurrence, stating the nature and, insofar as reasonably possible, the extent and cause of the damage. Notification must in any case occur within the periods specified below.
In the case of delivery of products, the Client must notify inQdo in writing and with justification of any damage related to the delivery, condition, operation, or use of the relevant product no later than 7 (seven) days after delivery thereof.
In the case of one-off services, the Client must notify inQdo in writing and with justification of any damage related to the execution of the relevant service no later than 7 (seven) days after completion of that service.
In the case of continuous service provision or recurring work, the Client must notify inQdo in writing and with justification of any damage related to the performance thereof within seven (7) days after termination of the service provision or work in question, and, if earlier, within seven (7) days after the Client discovered or reasonably should have discovered the damage. If the damage relates to a separate, defined deliverable within the continuous service provision or work, the ultimate notification deadline for that deliverable shall be seven (7) days after completion thereof, to the extent permitted by law.
The Client must notify inQdo of the damage in writing and with justification within the applicable deadline, stating the nature and, insofar as reasonably possible, the extent and cause of the damage. If the Client fails to comply with this reporting requirement in a timely manner, the Client cannot claim compensation for the damage in question.
inQdo is not liable for indirect damages, which include, in any event: consequential damages, lost profits, missed savings, loss or corruption/damage of data, and damages resulting from business interruption, production loss, or inability to use systems, software, or services.
N. Right of Suspension
inQdo is entitled to suspend the performance of all its obligations until all due and payable claims against the Client have been fulfilled in full.
Claims of inQdo against the Client become immediately due and payable in the following cases: (a) circumstances brought to inQdo's attention after the conclusion of the Agreement give inQdo good reason to fear that the Client will not fulfill its obligations, or (b) if inQdo requested the Client to provide security for performance upon concluding the Agreement and this security is not provided or is insufficient.
In said cases, inQdo is authorized to suspend the further performance of the Agreement or to dissolve the Agreement, all without prejudice to inQdo's right to claim damages.
O. Force Majeure
inQdo is not bound to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to its fault, nor for which it bears responsibility by virtue of law, a legal act, or generally accepted practice.
Force majeure shall in any event include: acute illness or absence of staff essential to the project (key personnel), disruptions in telecommunications or internet infrastructure, cyberattacks (such as DDoS or ransomware), disruptions at suppliers or cloud providers, government measures, and transport impediments.
P. Use of Artificial Intelligence (AI)
InQdo is entitled to use automated tools and applications based on artificial intelligence (AI), including generative AI, in the preparation, execution, and completion of the Agreement.
InQdo will not enter confidential information and personal data of the Client into public AI models or make them available for training or improving general third-party AI models, unless explicitly permitted or agreed upon in writing. The Contractor acts in accordance with applicable laws and regulations, including the GDPR.
Results, analyses, advice, texts, or other output generated by AI tools may contain inaccuracies, omissions, or other defects. InQdo assesses AI output for accuracy, quality, and applicability insofar as this is appropriate and reasonably necessary in light of the nature of the work, the agreed services, and reasonably foreseeable risks.
The use of AI tools does not affect the provisions on intellectual property rights agreed between the Parties. Insofar as AI output is processed in or forms part of the deliverables provided by InQdo to the Client, contractual arrangements regarding the use and any transfer of intellectual property rights in those deliverables shall apply. The Client is responsible for the use of the deliverables provided by InQdo and for the manner in which the Client applies them.
InQdo is not liable for damages arising from inaccuracies, omissions, or defects in AI output that could not reasonably have been identified by InQdo. In using AI tools, InQdo acts in compliance with the laws and regulations applicable to it.
Q. Applicable Law and Choice of Forum
All agreements between the Client and inQdo to which these general terms and conditions apply are governed by Dutch law.
All disputes arising from or related to agreements between the Client and inQdo to which these general terms and conditions apply shall, to the extent permitted by law, be submitted to the competent court in the judicial district where inQdo has its registered office, unless mandatory statutory rules prescribe otherwise.
R. Rates, Prices, and Indexation
All quoted rates and prices are exclusive of turnover tax (VAT) and other government levies.
All quoted rates and prices are valid until the end of the calendar year in which the Agreement was concluded, unless stated otherwise in the Agreement.
InQdo is entitled to index the rates for its services annually as of January 1 based on the Services Producer Price Index (SPPI / Dienstenprijsindex - DPI) published by Statistics Netherlands (CBS), as included in the table "Services producer prices; commercial services and transport, index 2021=100", applying the general services price index, unless a specific index has been agreed in writing. The indexation is calculated on the basis of the percentage change of the most recent annual average published by CBS compared to the annual average of the preceding calendar year. If the annual average for the most recent calendar year is not yet available on January 1, the most recent annual average published by CBS at that time shall be used. If the index increases, inQdo is entitled to increase the rates in accordance with this rise. If the index decreases, inQdo is entitled to maintain the existing rates. InQdo shall inform the Client in writing or electronically of the applied indexation and the resulting rates no later than 30 (thirty) days prior to the effective date. Indexation in accordance with this article does not entitle the Client to terminate or dissolve the Agreement.
S. Execution of the Agreement
The conditions under which the assignment is executed shall be specified in the Agreement. Unless stated otherwise, the assignment is performed on a time-and-materials basis (nacalculatie) and at the rates specified in the Agreement.
inQdo reserves the right to deploy those employees for an assignment whom it deems qualified.
inQdo reserves the right to subcontract parts of the assignment, subject to consultation with the Client. In the event of subcontracting, these general terms and conditions remain in full force and effect.
T. Non-Solicitation and Recruitment Prohibition
During the term of the agreement, as well as for one (1) year after the termination thereof, the Client is not permitted to directly or indirectly employ employees of inQdo who have been involved in the execution of the work, or to have them perform work for itself directly or through third parties, without prior written consent from inQdo.
In the event of a breach of the provisions in paragraph 1, the Client shall forfeit to inQdo an immediately payable penalty of €25,000 per violation, plus an amount of €2,500 for each day the violation continues, without prejudice to inQdo's right to claim full damages.
U. Quotations
Quotations from inQdo are non-binding and are valid for a period of 30 days, unless stated otherwise. inQdo is only bound by the quotation if the Client awards the contract to inQdo in writing within 30 days, unless indicated otherwise.
If acceptance diverges (on minor points) from the offer set out in the quotation, inQdo is not bound by it. The Agreement will then not come into effect, unless inQdo indicates otherwise.
Conditions stated in a quotation, including (but not limited to) approach and pricing, apply only to the work specified in the quotation and are not automatically valid for future assignments and/or assignments carried out in parallel.
V. Amendments
InQdo is entitled to amend or supplement these general terms and conditions if there is reason to do so, for example as a result of changes in legislation and regulations, shifts in operational management or services, or other reasonable business circumstances.
InQdo shall inform the Client in writing or electronically of amendments to the general terms and conditions in a timely manner, stating the date on which the amendments come into effect. The amended general terms and conditions will be made available to the Client prior to or at the latest upon announcement of the amendments.
Amendments to the general terms and conditions apply to agreements concluded on or after the effective date of the amended terms.
Amended general terms and conditions apply to ongoing agreements to the extent permitted by law and where the nature of the amendment and the applicable agreement allow. If the consent of the Client is required for the application of amendments to an ongoing agreement, the amendments shall take effect for that agreement only after such consent has been obtained.
The invalidity or unenforceability of an amendment shall not affect the validity and applicability of the remaining provisions of these general terms and conditions.
October 25, 2026