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Terms & Conditions

These are the General Terms and Conditions of Quint Nederland B.V., Courseware4all B.V., Quint Technology B.V., Quint Learning B.V., Quint Healthcare B.V., Quint Holding B.V. (hereinafter: QUINT) and affiliated companies.  These General Terms and Conditions have been filed with the Netherlands Chamber of Commerce.

  1. Definitions
    • Agreement: An (oral) agreement for an assignment of Work issued to QUINT by the Client and to which these General Terms and Conditions apply exclusively.
    • Client: The party that enters into an (oral) Agreement with QUINT or contacts QUINT in any way for that purpose.
    • Consultancy Services: The advisory services that QUINT provides to the Client.
    • Employee: A person who, in the service of or on behalf of QUINT, performs Work as described in the Agreement.
    • Force Majeure: A non-attributable shortcoming of the defaulting party, whereby this shortcoming is not due to the defaulting party and should not be borne by the defaulting party according to law, legal act or generally accepted opinion.
    • General Terms and Conditions: These General Terms and Conditions, which apply exclusively to all Agreements between QUINT and the Client.
    • Intellectual Property Rights: All intellectual property rights belonging to QUINT, including but not limited to copyrights, trade name rights, patents, design rights, trade secrets, trademark registrations and other intangible assets and all filings, renewals and extensions of all of the foregoing.
    • Offer: Any form of offer made to the Client by or on behalf of QUINT, including, but not limited to, proposals, quotes and/or price specifications.
    • Order Confirmation: The written confirmation of the Agreement.
    • Overtime: All Work performed by the Employee on Monday through Friday before 8:00 a.m. or after 5:00 p.m. or all Work performed during the weekend. Overtime relates solely to agreements concluded with Quint Technology BV.
    • Parties: The Client and QUINT jointly.
    • Products: The Software, equipment and other materials supplied by QUINT.
    • SaaS: The provision and maintenance of Software by QUINT for the Client remotely via the internet or another data network, without the Client being provided with a physical carrier holding the relevant Software.
    • Secondment Services: If the Employee is made available to the Client in order to perform work under the supervision and management of the Client.
    • Service Level Agreement: the written Agreement between QUINT and the Client concerning the service level for the services that QUINT will provide to the Client.
    • Software: The computer programs and user documentation made available to the Client by QUINT based on a user license, during the term of the Agreement.
    • Work: The Consultancy Services, Secondment Services, SaaS Services or Products that QUINT provides to the Client under the Agreement.
  1. Applicability
    • These General Terms and Conditions apply to all Offers and Agreements between QUINT and a Client, the method of formation, and the implementation thereof.
    • These General Terms and Conditions also apply inter alia to shareholders, all employees, former employees and others who are/were working for, or are/were connected to or are/were employed by QUINT and their heirs for the benefit of QUINT and affiliated companies including their directors.
    • Any general terms and conditions of the Client are explicitly rejected, unless they have been accepted by QUINT in writing.
    • If any provision of these General Terms and Conditions is invalid or becomes voided in whole or in part, the remaining provisions will remain in full force. QUINT and the Client will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby the aim and purpose of the invalid or voided provision will be taken into account as much as possible.
    • In the event of a conflict between these General Terms and Conditions and the Agreement, the Agreement will prevail.
  1. Formation of an Agreement
    • Every Offer for the formation of Agreements made by QUINT, in any form and under any name whatsoever, is considered to be a non-binding offer.
    • If the Client submits a request for an Offer, QUINT will prepare an Order Confirmation containing the specific conditions of the Work to be delivered by QUINT and will send this to the Client. The Client guarantees the accuracy and completeness of the information that it has provided to QUINT and upon which QUINT has based its Offer.
    • The Offer is considered to be accepted:
  1. a) if the Client tacitly accepts the Offer or Order Confirmation and QUINT has started the Work and the Client has not objected in writing within five (5) working days; or
  2. b) if the Client returns the signed Order Confirmation to QUINT and QUINT has received this signed Order Confirmation.
    • If an Agreement has been formed in the manner described in Article 3.3.a) then it will be deemed to have been entered into at the rates stated in the Order Confirmation.
    • Deviations from these General Terms and Conditions and the Order Confirmation are only valid insofar as they have been explicitly agreed to in writing between QUINT and the Client in advance and only apply to the amended provisions in the relevant Agreement.
  1. Amendments
    • Amendments to the Order Confirmation are only valid if they have been approved in writing by both Parties. Amendments can be initiated by the Client as well as by QUINT. To that end, a written (email) request, in which the amendment and any impact on a project’s timeline are specified, will be submitted by the relevant project manager. If the Client initiates an amendment to the Order Confirmation, QUINT will indicate, within a reasonable period of time, the consequences the amendment will have on a project’s previously determined timeline and the financial consequences the amendment will have in the sense of Overtime.
    • The Parties are obligated to notify each other immediately in writing with regard to any changes to their address.
  1. Performance of the Work
    • As a rule, the Employee will perform Work in sessions of four hours in accordance with the dates and the number of sessions specified in the Order Confirmation and will adhere to the reasonable work instructions and statutory provisions issued to him/her.
    • QUINT has the right to let the Employee spend time on vacation, training, internal consultation or other work during the working hours specified in the Assignment. The hours spent for these purposes will not be declared to the Client.
    • QUINT reserves the right to, after consultation with the Client, replace an Employee with another Employee with at least an equivalent profile, on condition that the continuation of the Work under the Agreement is not jeopardized.
    • QUINT is permitted to engage third parties for the performance of the Work under the Agreement.
    • All deadlines specified by QUINT are indicative and have been determined to the best of its knowledge based on the information known to QUINT at the time of entering into the Agreement, and these will be observed as much as possible; merely exceeding a specified deadline does not put QUINT in default. QUINT is not bound by deadlines that can no longer be met due to circumstances beyond its control that have occurred after entering into the Agreement. If there is a risk that any deadline will be exceeded, QUINT and the Client will consult with each other as soon as possible.
    • Service Level Agreement activities concerning the level of service will be agreed to in writing between QUINT and the Client. The Client is obliged to always inform QUINT immediately with regard to all circumstances that influence or may influence the level and availability of service.
    • If arrangements have been made concerning the service level, then the availability of software, systems and related services is always measured in such a way that any decommissioning announced in advance by QUINT due to preventive, corrective or adaptive maintenance or other forms of servicing, as well due to as circumstances outside of QUINT’s control, is not taken into consideration. Unless proof to the contrary is furnished by the Client, the availability measured by QUINT will constitute conclusive proof.
  1. Responsibilities of the Client
    • The Client will ensure that the Employee will be able to operate in an appropriate and safe working environment that meets all applicable health and safety requirements.
    • The Client will provide QUINT with all the information and cooperation that QUINT requires for the correct execution of the Agreement.
    • The Client will ensure that the location is accessible and will provide the Employee with all necessary security cards, codes and hardware so that the Employee can commence his/her Work in a timely manner. The Client will inform the Employee in a timely manner of all security measures in force and the IT policy of the Client.
    • If data or access required for the execution of the Assignment are not made available to QUINT or are not provided in a timely manner or in accordance with the arrangements, or if the Client otherwise fails to fulfill its obligations, QUINT has the right to suspend the execution of the Assignment and it has the right to charge the resulting costs according to its usual rates.
    • Costs as a result of non-compliance with one of the Client’s obligations arising from this Agreement will be borne by the Client.
    • During the term of the Agreement and within one year after termination of the Agreement, the Client will not hire any Employees of QUINT who were closely involved in the Work under the Agreement, or otherwise have them work for the Client directly or indirectly, unless permission has been granted in writing by QUINT.
    • The Client guarantees that all statutory provisions concerning the data to be processed, including in particular those stipulated by or pursuant to the Dutch Personal Data Registration Act, are strictly complied with and that all prescribed registrations have been performed. The Client will immediately provide QUINT with all requested information in writing. QUINT will ensure that personal data are adequately protected according to the state of the art.
    • The Client indemnifies QUINT against all third-party claims that may be brought against QUINT due to violation of the Dutch Personal Data Registration Act and/or legal retention periods.
  1. SaaS (Software as a Service)
    • QUINT provides the SaaS service exclusively on behalf of the Client. The Client is not free to allow third parties to use the services provided by QUINT with respect to SaaS.
    • If QUINT performs work relating to data of the Client, its employees or users based on a request or authorized order from a government agency or in connection with a legal obligation, all costs relating thereto will be charged to the Client.
    • QUINT may make amendments to the content or scope of the SaaS service. If such amendments lead to a change in the procedures applicable at the Client, QUINT will inform the Client of this as soon as possible and the costs of this change will be borne by the Client. In that case, the Client may terminate the Agreement in writing on the date on which the amendment takes effect, unless this amendment relates to amendments in the relevant legislation or other regulations issued by competent authorities or QUINT is responsible for the costs of this amendment.
    • QUINT may continue the performance of the SaaS service using a new or amended version of the Software. QUINT is not obliged to maintain, amend or add particular features or functionalities of the service or Software specifically for the Client.
    • QUINT may take the SaaS service fully or partially out of service for preventive, corrective or adaptive maintenance or other forms of servicing. QUINT will not allow the service to be out of operation for longer than is necessary and, if possible, will have this take place outside of office hours.
    • QUINT is never obliged to provide the Client with a physical carrier containing the Software to be made available to and held by the Client in the context of the SaaS service.
    • QUINT does not guarantee that the software to be made available under the SaaS service is error-free and will function without interruptions. QUINT will endeavor to rectify errors as referred to in Article 8.15 and correct the Software within a reasonable period of time if and insofar as it concerns Software developed by QUINT itself and the relevant defects have been described in detail to QUINT by the Client in writing. Where appropriate, QUINT may postpone the rectification of the defects until a new version of the Software is put into use. QUINT does not guarantee that defects in Software not developed by QUINT itself will be remedied. QUINT is entitled to incorporate into the Software temporary solutions, workarounds or other restrictions that prevent problems. If the Software has been developed on behalf of the Client, QUINT may charge the costs of repair to the Client in accordance with its usual rates.
    • Based on the information provided by QUINT concerning measures to prevent and limit the consequences of malfunctions, defects in the provision of the SaaS service, corruption or loss of the Client’s data or other incidents, the Client will identify the risks for its organization and take additional measures if necessary. QUINT declares that it is willing, at the Client’s request, to provide reasonable assistance with any further measures to be taken by the Client, on (financial) conditions to be set by QUINT. QUINT is never obliged to rectify corrupted or lost data.
    • QUINT does not guarantee that the Software to be made available within the framework of the SaaS service will be adapted to amendments in relevant laws and regulations in a timely manner.
    • The Client has obligations toward third parties on the basis of legislation concerning the processing of personal data (such as the Dutch Personal Data Protection Act), the Client has obligations toward third parties, such as the obligation to provide information as well as to provide access to, correct and delete the personal data of data subjects. The responsibility for fulfilling these obligations lies fully and exclusively with the Client. The Parties maintain that QUINT is a ‘processor’ as defined in the Dutch Data Protection Act with regard to the processing of personal data.
    • QUINT will, insofar as technically possible, provide support for the obligations to be fulfilled by the Client as referred to in Article 7.10. The costs associated with this support are not included in QUINT’s agreed upon prices and fees, but are to be borne by the Client.
    • Implementation of the SaaS services to be provided by QUINT will begin within a reasonable period of time after entering into the Agreement. Immediately after entering into the Agreement, the Client will ensure that it has the facilities required for the use of the SaaS services.
  1. Software
    • QUINT will make the Software available to the Client. The right to use the Software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
    • QUINT’s obligation to provide and the Client’s right of use extend exclusively to the so-called object code of the Software. The Client’s right of use does not extend to the source code of the Software. The source code of the Software and the technical documentation created during the development of the Software will not be made available to the Client, even if the Client is willing to pay financial compensation for this.
    • The Client will always strictly comply with the agreed upon restrictions, of any nature or content whatsoever, on the right to use the Software.
    • If the Parties have agreed that the Software may exclusively be used in combination with certain equipment, the Client is entitled, in the event of any equipment malfunction, to use the Software on other equipment with the same qualifications for the duration of the malfunction.
    • QUINT may require the Client not to use the Software until the Client has obtained one or more codes required for its use from QUINT, its supplier or the producer of the Software. QUINT is always entitled to take technical measures to protect the Software against unlawful use and/or use in a different way or for purposes other than those agreed to between the Parties. The Client will never remove (or arrange for the removal of) or circumvent (or arrange for the circumvention of) technical provisions that are intended to protect the Software.
    • The Client may use the Software exclusively in and for the benefit of its own company or organization and only to the extent that this is necessary for the intended use. The Client will not use the Software for the benefit of third parties, for example in the context of Software as a Service (SaaS) or outsourcing.
    • The Client is never permitted to sell, rent, dispose of or grant limited rights to the Software and the carriers on which the Software is or will be recorded, or to make them available to a third party by any means, for any purpose or under any title whatsoever. Nor will the Client give a third party – whether remotely (online) or not – access to the Software or transfer the Software to a third party for hosting, even if the third party in question uses the Software exclusively for the benefit of the Client.
    • Upon request, the Client will immediately cooperate with any investigation to be carried out by or on behalf of QUINT regarding compliance with the agreed upon usage restrictions. The Client will grant access to its buildings and systems at QUINT’s first request. QUINT will treat all confidential business information that it obtains in the context of an investigation of or at the Client as confidential, insofar as that information does not concern the use of the Software itself.
    • The Parties agree that the Agreement concluded between the Parties, insofar as it relates to the provision of the use of Software, will never be considered an Agreement.
    • QUINT is not obligated to maintain the Software and/or provide support to users and/or administrators of the Software. If, contrary to the above, QUINT is asked to provide maintenance and/or support regarding the Software, QUINT may require the Client to enter into a separate written Agreement for this purpose.
    • At its discretion, QUINT will deliver the Software on the agreed upon data carrier format or, in the absence of arrangements in this regard, on a data carrier format to be determined by QUINT or will make the Software available for delivery to the Client online. Any agreed upon user documentation is, at QUINT’s discretion, provided in either paper or digital form in a language determined by QUINT.
    • QUINT will install the Software at the Client only if this has been specifically agreed upon. In the absence of arrangements in this regard, the Client itself will install, organize, parameterize and tune the Software and, if necessary, modify the utilized equipment and user environment.
    • If the Parties have not agreed to an acceptance test, the Client accepts the software in its current state at the time of delivery (‘as is, where is’), therefore with all visible and invisible errors and defects, notwithstanding QUINT’s obligations based on the guarantee arrangement of Article 8.27. In the aforementioned case, the Software will be deemed to have been accepted by the Client upon delivery or, if an installation to be performed by QUINT has been agreed to in writing, upon completion of the installation.
    • If an acceptance test has been agreed upon between the Parties, the provisions of Articles 8.13 through 8.20 apply.
    • Where these General Terms and Conditions refer to ‘errors’, this is understood to mean the substantial non-compliance of the Software with the functional or technical specifications of the Software explicitly stated in writing by QUINT, and, in the event that the Software fully or partially concerns customized software, with the functional or technical specifications explicitly agreed to in writing. An error only exists if the Client can demonstrate it and it is also reproducible. The Client is obliged to report errors immediately. QUINT has no obligation whatsoever with regard to other defects in or of the Software other than with regard to errors as defined in these General Terms and Conditions.
    • If an acceptance test has been agreed upon, the test period is fourteen days following delivery or, if an installation to be carried out by QUINT has been agreed upon in writing, fourteen days following completion of the installation. The Client is not entitled to use the Software for productive or operational purposes during the test period. The Client will carry out the agreed upon acceptance test with qualified staff and with sufficient scope and depth.
    • If an acceptance test has been agreed upon, the Client is obligated to test whether the delivered Software meets the functional or technical specifications explicitly stated by QUINT in writing and, if and insofar as the Software fully or partially concerns customized software, the functional or technical specifications explicitly agreed to in writing.
    • The Software will count as accepted between the Parties:

A: if the Parties have agreed to an acceptance test: on the first day after the test period; or

B: if QUINT receives a test report as referred to in Article 8.19 before the end of the test period: at the moment that the errors mentioned in that test report have been rectified, notwithstanding the presence of errors that do not prevent acceptance according to Article 8.20; or

C: if the Client makes any use of the Software for productive or operational purposes: at the time of the corresponding commissioning.

    • If, during the execution of the agreed upon acceptance test, it becomes apparent that the Software contains errors, the Client will report the test results to QUINT in writing in a clear, detailed and comprehensible manner no later than the last day of the test period. QUINT will endeavor, to the best of its ability, to rectify the errors in question within a reasonable period of time, whereby QUINT is entitled to incorporate temporary solutions, workarounds, or other restrictions that prevent problems.
    • The Client may not withhold acceptance of the Software for reasons that are not related to the specifications explicitly agreed to in writing between the Parties and furthermore not due to the existence of minor errors, namely errors that do not reasonably prevent the operational or productive use of the Software, notwithstanding QUINT’s obligation to rectify these minor errors based on the guarantee arrangement of Article 8.27. Moreover, acceptance may not be withheld due to aspects of the Software that can only be assessed subjectively, such as aesthetic aspects of user interfaces.
    • If the Software is delivered and tested in phases and/or components, the non-acceptance of a certain phase and/or component does not affect the acceptance of an earlier phase and/or another component.
    • Acceptance of the Software in one of the ways referred to in this Article results in QUINT being discharged of the fulfillment of its obligations regarding the provision and delivery of the Software and, if an agreement has also been made for installation of the Software by QUINT, of its obligations regarding the installation. Acceptance of the Software does not affect the Client’s rights under Article 8.20 concerning minor defects and Article 8.27 concerning the guarantee.
    • QUINT will make the Software available to the Client within a reasonable period of time after entering into the Agreement.
    • Immediately after the Agreement has been terminated, the Client will return to QUINT all copies of the Software that are in its possession. If it has been agreed that the Client will destroy the relevant copies at the end of the Agreement, the Client will immediately notify QUINT in writing of such destruction. At or after the end of the Agreement, QUINT is not obligated to provide assistance with a view to any data conversion desired by the Client.
    • The fee to be paid by the Client for the right of use is due at the agreed upon times, or in the absence of an agreed upon time:

A: if the Parties have not agreed that QUINT is responsible for installation of the Software:

    • upon delivery of the Software;
    • or, in the case of periodically payable fees for right of use, upon delivery of the Software and subsequently at the start of each new period of right of use;

B: if the Parties have agreed that QUINT is responsible for installation of the Software:

    • upon completion of that installation;
    • or, in the case of periodically payable fees for right of use, upon completion of the installation and subsequently at the start of each new period of right of use.
    • Apart from exceptions provided for by law, the Client is not entitled to fully or partially amend the Software without prior written consent from QUINT. QUINT is entitled to withhold consent or attach conditions to it. The Client bears the full risk of all amendments made, with or without QUINT’s permission, by third parties by or on behalf of the Client.
    • To the best of its ability, QUINT will endeavor to rectify or repair errors within a reasonable period of time if they have been described in writing to QUINT in a detailed manner within a period of three months after delivery, or, if an acceptance test has been agreed upon, within three months of acceptance. QUINT does not guarantee that the Software is suitable for the actual and/or intended use, nor does QUINT guarantee that the Software will work without interruption and/or that any errors will always be corrected. The repair will be carried out free of charge, unless the Software has been developed for the Client in a manner other than for a fixed price, in which case QUINT will charge the repair costs according to its usual rates.
    • QUINT may charge the repair costs according to its usual rates if there have been operating errors or improper use by the Client or other causes that cannot be attributed to QUINT. The obligation to repair expires if the Client amends or arranges for the amendment of the Software without written consent from QUINT.
    • Rectification of errors takes place at a location and in a manner to be determined by QUINT. QUINT is entitled to incorporate into the Software temporary solutions, workarounds or other restrictions that prevent problems.
    • QUINT is never obliged to rectify corrupted or lost data.
    • QUINT has no obligation of any nature or content whatsoever with regard to errors that have been reported after the end of the guarantee period referred to in Article 8.28.
    • If and insofar as QUINT makes third-party Software available to the Client, the Software (license) conditions of the relevant third parties will apply in the relationship between QUINT and the Client, with the exception of the provisions in these General Terms and Conditions that deviate from the third-party conditions, provided that the Client has been notified in writing by QUINT regarding the applicability of the third-party Software (license) conditions and that those conditions have also been provided to the Client before or upon the conclusion of the Agreement. Contrary to the previous sentence, the Client is not entitled to invoke QUINT’s failure to fulfill the aforementioned information obligation if the Client is a party as referred to in Article 6:235, paragraph 1 or paragraph 3, of the Dutch Civil Code.
    • If and insofar as the aforementioned conditions of third parties are deemed to be inapplicable or are declared inapplicable in the relationship between the Client and QUINT for any reason whatsoever, the provisions of these General Terms and Conditions will apply in full.
  1. Development of Software and websites
    • If specifications or a design of the Software or website to be developed have not already been provided to QUINT before or upon entering into the Agreement, the Parties will consult each other and specify in writing which Software or website will be developed and in which manner the development will take place.
    • QUINT will develop the Software and/or website with due care, and with due observance of the explicitly agreed upon specifications or design and – where appropriate – with consideration of the project organization, methods, techniques and/or procedures. Before commencing the development work, QUINT may require the Client to provide written approval for the specifications or the design.
    • If the Parties use a development method characterized by the principle that the design and/or development of (parts of) the Software or website takes place iteratively (for example, with the Scrum method), the Parties accept that, at the outset, the work will not be performed based on full or fully articulated specifications and also that specifications, whether or not these have been agreed to at the outset of the Work, can be modified during the execution of the Agreement after proper consultation, taking into account the project approach pertaining to the relevant development method. During the execution of the Agreement, the Parties will jointly make decisions with regard to the specifications that apply to the next phase of the project (for example, a timebox) and/or the next development component. The Client accepts the risk that the Software and/or the website will not necessarily comply with all specifications. The Client will ensure permanent and active input supported by the Client’s organization and cooperation from relevant end users, including with regard to testing and with regard to (additional) decision-making. The Client guarantees that the employees deployed by it who are appointed in key positions have the decision-making powers for that position. The Client guarantees promptness of the progress-related decisions to be made by the Client during the execution of the Agreement. In the absence of timely and clear progress-related decisions on the part of the Client in accordance with the project approach pertaining to the relevant development method, QUINT is entitled – but not obligated – to make the decisions that it deems appropriate.
    • The Client accepts the Software and/or website in its state at the end of the last development phase (‘as is, where is’). After the last development phase, QUINT is not obliged to rectify errors, unless explicitly agreed upon otherwise in writing.
    • In the absence of specific arrangements in this regard, QUINT will commence the design work and/or development work within a reasonable period of time, to be determined by QUINT, after entering into the Agreement.
    • Upon request, the Client will enable QUINT to perform the Work at the Client’s office or location outside of the usual working days and working hours.
    • QUINT’s performance obligations with regard to the development of a website do not include the provision of a so-called content management system.
    • QUINT’s performance obligations do not include the maintenance of the Software and/or the website, and/or the provision of support to users and/or administrators thereof. If, contrary to the above, QUINT must provide maintenance and/or support, QUINT may require the Client to enter into a separate written Agreement for this. This Work will be charged separately at QUINT’s usual rates.
    • Unless QUINT will host the Software and/or website on its own website for the benefit of the Client and based on the Agreement, QUINT will deliver the website to the Client on an information carrier and in a form to be determined by it or make the Software and/or website available online for delivery to the Client.
    • QUINT will make the Software and/or website developed for the Client and any associated user documentation available to the Client for use.
    • Only if this has been agreed upon in writing will the source code of the Software and the technical documentation made during the development of the Software be made available to the Client, in which case the Client will be entitled to make amendments to the Software.
    • QUINT is not obliged to make available the support software and program or data libraries required for the use and/or maintenance of the Software.
    • Only if it is explicitly apparent from the content of the written Agreement that all design and development costs are fully and exclusively borne by the Client will no restrictions apply to the Client’s right to use the Software and/or website.
    • The price for the development work also includes payment for the right to use the Software or website during the term of the Agreement.
    • The fee for the development of the Software does not include a fee for the support software and program and data libraries required by the Client, any installation services, and any modification and/or maintenance of the Software, nor does the fee include the provision of support to the users thereof.
    • QUINT does not guarantee that the website it has developed works well in conjunction with all types or new versions of web browsers and any other Software. QUINT does not guarantee that the website works well in conjunction with all types of equipment.
  1. Software maintenance and support
    • If agreed upon, QUINT will perform maintenance relating to the Software specified in the Agreement. The maintenance obligation includes the repair of errors in the Software and – only if this has been agreed to in writing – the provision of new versions of the Software.
    • The Client will provide a detailed report of any errors found in the Software. After receiving the report, QUINT will endeavor to rectify errors and/or make improvements to subsequent new versions of the Software according to its usual procedures and to the best of its ability. Depending on the urgency and QUINT’s version and release policy, the results will be made available to the Client in a manner and within a period of time to be determined by QUINT. QUINT is entitled to incorporate in the Software temporary solutions, workarounds or other restrictions that prevent problems. The Client itself will install, organize, parameterize and tune the revised Software or the new version of the Software made available and, if necessary, modify the utilized equipment and user environment.
    • If QUINT carries out the maintenance online, the Client will ensure timely provision of proper infrastructure and network facilities.
    • The Client will provide all cooperation required by QUINT with regard to maintenance, including temporarily discontinuing use of the Software and making a backup of all data.
    • If the maintenance relates to software that has not been supplied to the Client by QUINT itself, the Client will provide the source code and the technical (development) documentation of the software (including data models, designs, change logs, etc.) if QUINT deems this necessary or desirable for the maintenance. The Client guarantees that he is entitled to make such provisions. In the context of performing the agreed upon maintenance, the Client grants QUINT the right to use and amend the software, including the source code and technical (development) documentation.
    • The maintenance by QUINT does not affect the Client’s own responsibility for the administration of the software, including checking the settings and how the results of the Software’s usage are deployed. The Client itself will install, organize, parameterize and tune the Software and, if necessary, modify the utilized equipment, other software and user environment and achieve the interoperability desired by the Client.
    • Maintenance includes the provision of new versions of the Software only if and insofar as this has been agreed to in writing. If the maintenance includes the provision of new versions of the Software, that provision will take place at QUINT’s discretion.
    • After three months of making an improved version available, QUINT is no longer obligated to rectify any errors in the previous version nor to provide support and/or maintenance in relation to a previous version.
    • QUINT may require the Client to enter into a further written Agreement with QUINT for the provision of a version with new functionality and to pay a further fee for the provision. QUINT may subsume functionality from a previous version of the Software unchanged but does not guarantee that every new version will contain the same functionality as the previous version. QUINT is not obliged to maintain, amend or add particular Software features or functionalities specifically for the Client.
      • QUINT may require the Client to modify its system (equipment, software, etc.) if this is necessary for the proper functioning of a new version of the Software.
      • If, under the Agreement, the services to be provided by QUINT also include support for users and/or administrators, QUINT will advise by telephone or email regarding the use and functioning of the Software specified in the Agreement. QUINT may impose conditions as to the qualifications and the number of people who are eligible for support. QUINT will process properly substantiated requests for support within a reasonable period of time and according to its usual procedures. QUINT does not guarantee the accuracy, completeness or timeliness of responses or support offered. Support is provided on working days during QUINT’s usual opening hours.
      • If the services to be provided by QUINT under the Agreement also include the provision of so-called standby services, QUINT will keep one or more employees available during the days and at the times specified in the Agreement. In that case and in the event of emergencies where there is a serious malfunction in the functioning of the Software, the Client is entitled to call upon the support of the staff members kept available. QUINT does not guarantee that all malfunctions will be remedied in a timely manner.
      • Maintenance and the other agreed upon services as referred to in Article 10 will be carried out starting from the day on which the Agreement is entered into, unless the Parties have agreed otherwise in writing.
      • In the absence of an explicitly agreed upon payment schedule, all amounts relating to the maintenance of Software and the other services stipulated in the Agreement as referred to in this chapter are always due in advance each calendar month.
      • Amounts that relate to the maintenance of the Software and the other services stipulated in the Agreement as referred to in this chapter are due from the start of the Agreement, unless the Parties have agreed otherwise in writing. The fee for maintenance and other services is due regardless of whether the Client has (put) the Software in use or makes use of the option of maintenance or support.
  1. Privacy and data processing
    • If this is necessary for the execution of the Agreement, the Client will, if required, inform QUINT in writing regarding the manner in which the Client implements its obligations pursuant to the legislation regarding the protection of personal data.
    • The Client indemnifies QUINT against claims from persons whose personal data have been registered or are processed in the context of a registration of personal data held by the Client or for which the Client is otherwise responsible pursuant to the law, unless the Client proves that the facts underlying the claim can be attributed to QUINT.
    • The responsibility for the data processed by the Client using QUINT’s Work lies fully with the Client. The Client guarantees to QUINT that the content, use and/or processing of the data are not unlawful and do not infringe any rights of a third party. The Client indemnifies QUINT against any claim from a third party, for any reason whatsoever, in connection with these data or the execution of the Agreement.
  2. Rates and costs
    • For the Work to be performed, QUINT invoices the Client monthly based on the rates stated in the Order Confirmation and based on actual costs, unless the Parties have agreed otherwise in writing.
    • The fee payable for Consultancy Services or Secondment Services is determined by multiplying the number of actually spent sessions of four hours by the then applicable rate.
    • Unless agreed otherwise, the rates include travel and accommodation costs within the Netherlands insofar as these relate to travel between the Employees’ places of residence and the location agreed upon with the Client for the performance of the Work.
    • For Overtime on Monday through Friday between 7:00 a.m. and 8:00 a.m. and between 5:00 p.m. and midnight, QUINT will charge a 50% surcharge. For all other Overtime, this surcharge is 100%.
    • QUINT reserves the right to implement rate changes on the condition that the Client is notified in writing no later than three months before the commencement date. Rate changes that are in line with Statistics Netherlands’ Consumer Price Index or rate changes that are the result of increased taxes or social premiums will not constitute grounds for canceling the Agreement. In the event of other rate changes, the Client is entitled to terminate the Agreement within seven (7) working days of receiving the notice of rate change, with such termination taking place as of the commencement date of the rate change.
    • QUINT reserves the right to separately invoice costs and fees – other than those arising from the Agreement – for reports and reproductions and for presentations to, training of and supervision of the Client’s employees. All rates and costs offered to the Client are exclusive of VAT and other levies imposed by the government.
  3. Invoicing
    • Invoices are sent to the Client after the end of each calendar month, stating the information specified in the Order Confirmation, unless the Parties have agreed otherwise in writing.
    • The Client is obligated to pay the full invoice, without deduction or settlement of any amount, within thirty days of the invoice date.
    • If the Client does not pay the fees due within the agreed upon period, QUINT is entitled, without prior notice of default, to charge the Client interest on the total amount due at the then applicable rate of statutory interest plus 2.5%. QUINT is thereby entitled to collection costs in accordance with the “Extrajudicial Collection Costs (Fees) Decree”. The rates from the preceding decree are:Minimum rate EUR 40.00
      15% of the first                    EUR 2,500.00
      10% of the next                   EUR 2,500.00
      5% of the next                      EUR 5,000.00
      1% of the next                      EUR 190,000.00
      5% of the rest of the principal amount up to a maximum of EUR 6,775.00
  1. Retention of title
    • All Products to be delivered to the Client remain the property of QUINT until all amounts that the Client owes to QUINT under the Agreement, as well as any interest and collection costs as referred to in Article 13, have been paid to QUINT by the Client in full.
    • The rights of use are always granted to the Client on the condition that the Client pays the agreed upon fees in a timely and complete manner without any form of settlement.
  2. Intellectual Property
    • All Intellectual Property Rights on all Products developed or made available under the Agreement are held exclusively by QUINT or its licensors. The Client only obtains the rights of use and powers that are explicitly or otherwise granted under these terms and conditions and, for the remainder, the Client will not duplicate Products or make copies thereof.
    • The Client is aware that the Products made available contain confidential information and trade secrets of QUINT or its licensors. The Client undertakes to keep these Products secret, not to disclose them or to grant use of them to third parties, and to only use them for the purpose for which they have been made available to the Client. Third parties also include all persons working in the Client’s organization who do not necessarily need to use the Products.
    • The Client is not permitted to remove or change any indication concerning the intellectual property rights or other intellectual or industrial property rights from the Products, including indications concerning the confidential nature and secrecy of the software.
    • QUINT is permitted to take technical measures to protect the software. If QUINT has secured the Products by means of technical protection, the Client is not permitted to remove or circumvent this protection. If the security measures result in the Client not being able to make a backup of the Products, QUINT will provide the Client with a backup of the Products at the Client’s request.
    • Except in the event that QUINT provides the Client with a backup of the Products, the Client has the right to hold, which should also be understood to mean to make, one backup of the Products. In these General Terms and Conditions, backup is understood to mean a material object on which the software is recorded, exclusively as a replacement for the original copy of the Products in the event of involuntary loss of possession or damage. The backup must be an identical copy and must always have the same labels and indications as the original specimen.
    • If the Client develops software or a third party develops software for it or if the Client intends to do this and requires information relating to the interoperability of the software to be developed and the software provided to the Client by QUINT in order to achieve this interoperability, the Client will ask QUINT specifically and in writing for the required information. QUINT will then indicate within a reasonable period of time whether the Client can have access to the requested information and on which conditions, which is understood to include financial conditions and conditions concerning any third parties to be engaged by the Client. In these General Terms and Conditions, interoperability means the ability of software to exchange information with other components of a computer system and/or software and to communicate by means of this information.
    • With due observance of the other provisions in these conditions, the Client is entitled to correct any errors in the software made available to it, if this is necessary for the intended use thereof due to the nature of the software. Where these General Terms and Conditions refer to rights or obligations with regard to errors, errors are understood to mean non-compliance with the functional specifications stated in writing and, in the event of development of customized software, with the functional specifications explicitly agreed to in writing. An error only exists if it can be proven and can be reproduced. The Client is obliged to report errors to QUINT immediately.
    • The Client guarantees that no rights of third parties preclude the provision to QUINT of equipment, software or materials for the purpose of use or processing and the Client will indemnify QUINT against any action based on the claim that such provision, use or processing infringes any right of a third party.
  3. Confidentiality
    • Each Party guarantees that all information received from the other Party before and after entering into the Agreement will remain confidential.
    • Each Party will take all reasonable measures to maintain the secrecy of confidential information received from the other party.
    • QUINT is permitted to mention the Work performed for the Client by QUINT and/or the corresponding results obtained in publications or advertisements, unless the Client explicitly objects to this.
  1. Termination of the AgreementTermination
    • An Agreement for an indefinite period of time, insofar as this does not concern an assignment with an agreed upon result, may be canceled in writing by both Parties by registered letter at the end of the calendar month with due observance of a notice period of six months. An Agreement for a fixed period of time cannot be terminated prematurely by the Parties.

Dissolution

    • The Parties are entitled to dissolve the Agreement extrajudicially, effectively immediately, after one of the Parties has attributably failed to comply with one or more of the provisions in the Agreement. An attributable shortcoming exists if one Party is notified by the other party by registered letter concerning non-compliance with its obligations and if it fails to comply with the obligations within a reasonable period of time to be determined by the other party. The dissolution takes place in writing, by registered letter.
    • If one of the following circumstances arises, QUINT is entitled to suspend the (further) execution of the Agreement or to proceed with the immediate termination of the Agreement without observing the notice period, namely in the event:of bankruptcy, seizure, suspension of payment of the Client or late payment by the Client;

      B. that a change occurs in the control of the Client’s company;

      C. that the Client performs an act that damages or could damage QUINT’s trade name and/or reputation and/or Intellectual Property Rights;

    • If QUINT has already performed Work for the execution of the Agreement, these costs must be paid, unless it is established that QUINT is in default with regard to this Work. Amounts invoiced by QUINT prior to the dissolution in connection with what it has already performed or delivered in the execution of the Agreement remain fully payable, subject to the provisions of the previous sentence, and become immediately claimable at the moment of dissolution.
  1. Force Majeure
    • In the event of Force Majeure, QUINT is not obliged to fulfill any obligation under the Agreement. Force Majeure also includes a non-attributable shortcoming of QUINT’s suppliers. In that case, the Client is not entitled to any compensation.
    • A case of Force Majeure will be communicated to the other Party in writing as soon as possible with submission of documentary evidence. The Parties will try to reach a reasonable solution in consultation.
  1. Liability
    • QUINT is committed to performing the Work in a professional and diligent manner.
    • Any liability of QUINT and/or the (legal) persons referred to in Article 2.2 is limited to the amount that is paid out in the corresponding case under the professional liability insurance that it has taken out, plus the amount of the deductible borne by QUINT under the applicable insurance contract in the corresponding case. If, for any reason whatsoever, no payment is made under the insurance referred to in the previous sentence, any liability is limited to the invoice amount charged by QUINT in the corresponding Agreement in the corresponding year, up to a maximum of EUR 50,000.00.
    • QUINT is not liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
    • The Client indemnifies QUINT against all claims from third parties due to product liability as a result of a defect in a product or system that was delivered by the Client to a third party and that also consisted of equipment, Software or other materials supplied by QUINT, except if and insofar as the Client proves that the damage was caused by that equipment, Software or other materials.
  1. General
    • The Client is not permitted, without prior – written – consent from QUINT, to fully or partially transfer its rights under this Agreement and the appendices to third parties.
    • The Parties hereby indicate that all provisions in this Agreement should be considered as essential provisions without which the Parties would not have entered into this Agreement.
    • If, at any time, one of the Parties does not invoke the fulfillment of one or more provisions of this Agreement by the other Party or does not exercise one of the rights under this Agreement, this will not have the effect of renouncing the applicability thereof, nor does this indicate that the other Party is permitted to not comply with one or more provisions of this Agreement.
    • Invalidity of one of the provisions of this Agreement has no consequences for the legal effect of the other provisions.
    • Amendments to this agreement are only valid if made in writing and signed by both parties.
  2. Competent court and choice of law
    • All disputes arising from or related to this Agreement will be submitted exclusively to the ruling of the competent court in Amsterdam.
    • Dutch law applies exclusively to the Agreement, as well as to all disputes related to or arising from the Agreement.

Additional Terms and Conditions – “Courses, teaching material and exams”

These are the General Terms and Conditions of Quint Nederland B.V., Courseware4all B.V., Quint Technology B.V., Quint Learning B.V., Quint Healthcare B.V., Quint Holding B.V. (hereinafter: QUINT) and affiliated companies.  These General Terms and Conditions have been filed with the Netherlands Chamber of Commerce.

  1. Definitions
    • Additional Terms and Conditions: These additional terms and conditions, which are inextricably linked with the General Terms and Conditions.
    • Agreement: The Agreement concluded between the Buyer and QUINT via the Website for the purchase of one or more Courses by QUINT.
    • Buyer: A legal person who has concluded an Agreement with QUINT via the Website.
    • Consumer: A natural person not acting in the exercise of a profession or business who concludes an Agreement or Purchase Agreement with QUINT.
    • Course: The educational courses, (virtual) training courses, e-learning courses, training material, related exams, courses and workshops provided to the Buyer by QUINT.
    • Distance Agreement: A consumer purchase that has been concluded remotely, for example via the internet, telephone or email.
    • Educational Material: The educational material, in any form whatsoever, that QUINT sells.
    • Examination Institute: A third-party independent Institute with which QUINT has concluded an agreement to administer Exams for Buyers and to subsequently communicate the result directly to the Buyer.
    • Exams: Examination at an independent Examination Institute that may form part of the Course that the Buyer takes.
    • General Terms and Conditions: QUINT’s General Terms and Conditions which apply exclusively to all Agreements between QUINT and the Client.
    • Personal Data: Data that makes it possible to identify a specific person, such as name, address and residence data.
    • Purchase Agreement: A Consumer or Buyer who purchases Educational Material from QUINT via the website courseware4all.com or via the website quintgroup.com or via an order form.
    • Registration: The purchase of a QUINT Course via the Website by completing the required fields and agreeing to the applicable General Terms and Conditions and Additional Terms and Conditions.
    • Registration Fee: The total amount paid to QUINT by the Buyer for the Course.
    • Right of Withdrawal: The possibility for the Consumer to opt out of the distance Agreement within the cooling-off period.
    • Teaching Material: The Teaching Material developed by or for QUINT, in any form whatsoever, that QUINT makes available to the Buyer or Consumer for the Course.
    • Website: The QUINT websites (quintgroup.com and www.courseware4all.com), where the Buyer, Consumer or Distributor can register for Courses and Exams and buy Educational Materials.

2. Applicability

    • These Additional Terms and Conditions apply exclusively to every offer and every Purchase Agreement, Agreement, Distance Agreement between QUINT on the one hand and the Buyer and/or Consumer on the other.

3. Formation of a Purchase Agreement

    • A Purchase Agreement is formed between the Consumer or Buyer on the one hand and QUINT on the other hand after the Consumer or Buyer has purchased Educational Material on the website and has agreed to the applicable General Terms and Conditions.
    • The Consumer or Buyer will receive a written confirmation of the Purchase Agreement from QUINT by email.
  1. Formation of an Agreement
    • An Agreement is formed between QUINT and the Consumer or Buyer after the Consumer or Buyer has registered for a Course.
    • The Agreement has been formed electronically, by completing the required fields and agreeing with the General Terms and Conditions and the Additional Terms and Conditions or by email sent to QUINT.
    • After the Registration, the Consumer or Buyer will receive a written confirmation of the Registration from QUINT by email. This states the Course for which the Consumer or Buyer has registered, how much it costs and where the Consumer or Buyer can file any complaints or comments.
    • With Registration into the Course, the Consumer or Buyer enters into an Agreement with QUINT for the duration of the Course.

5. Prices

    • The Course and Educational Material will be delivered at the agreed upon location and at the prices and rates stated on the Website when the Agreement was formed.
    • Unless stated otherwise, all prices and rates used by QUINT are exclusive of VAT and any other government-imposed levies.
    • Prices for the Course include Teaching Material, catering and any exams, unless otherwise stated on the Website.
    • QUINT reserves the right to amend prices and rates for the Course. Amended prices and rates apply from the moment they are entered on the Website.

6. Payment

    • Payment of the Educational Material will take place as indicated on the website www.courseware4all.com or the website www.quintgroup.com.
    • Payment will be made in advance of the Course as indicated on the Website. QUINT may impose further (payment/order) conditions on a Registration.
    • The Buyer is not permitted to fully or partially settle a payment obligation with a claim of the Buyer against QUINT, for any reason whatsoever, without explicit written consent. The Buyer is also not entitled to suspend the payment obligation in any way.
    • If the payment deadline is exceeded, this gives QUINT the authority to immediately suspend its obligations toward the Buyer without prior written notification.

7. Liability

    • QUINT is committed to professional and diligent implementation of the Course.
    • Any liability of QUINT and/or the (legal) persons referred to in Article 2.2 of the General Terms and Conditions is limited to the Registration Fee paid by the Buyer, up to a maximum of EUR 2,000.00 (in words: two thousand euros).
    • QUINT is not liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

8. Dissolution, amendment and replacement

    • A Consumer has the right to dissolve the Distance Agreement within 14 calendar days of the Distance Agreement has been formed, free of charge and without giving reasons (right of withdrawal), provided that the delivery has not yet taken place. In that case, the Buyer must send a letter or email to education@quintgroup.com within the aforementioned period stating that the Agreement must be dissolved.
    • This Right of Withdrawal is excluded for Teaching Material and Educational Material. The Consumer hereby unequivocally agrees that he will lose his right of withdrawal. In that case, the Buyer must return the Teaching Material to QUINT as soon as possible, but no later than within 7 calendar days, without further reproduction or publication thereof in any way.
    • The Buyer may cancel up to 3 calendar weeks before the start of the Course free of charge, excluding Educational Material and Teaching material that has already been sent to Buyer. Cancellation must be done by sending an email to: education@quintgroup.com. Educational Material and Teaching material that has been sent to Buyer prior to the cancellation can never be returned and must be paid by Buyer at applicable prices, without further reproduction or publication thereof in any way. In case of cancellation Buyer will reimburse Quint any costs related to instructor fees and travel and expense bookings of the Course.
    • In the event of a cancellation less than 3 weeks before the start of the Course, the full Registration Fee is due.
    • In the event of insufficient registrations, QUINT is entitled to cancel the Course. Buyers will be informed of this in a timely manner and the Registration Fee will be refunded.
    • QUINT reserves the right to modify the content of the Course and to replace the intended teachers.
    • QUINT will not return a Registration Fee if a Buyer or Consumer does not attend the Course and has not canceled in a timely manner.
    • A Buyer may be replaced by a replacement at any time after written approval by QUINT. No costs are due for this.
    • QUINT is entitled to refuse Registrations from Buyers, without giving any further reasons. QUINT is also entitled to attach certain further conditions to Registrations. If this is the case, QUINT will inform the Buyer of this within eight (8) working days of Registration.
    • If a Course is full, a new date will, if possible, be set for the Course in consultation with the Buyer.

9. Exams

    • There is a possibility that the Buyer must take an Exam after completion of the Course. This Exam may be administered at a physical location or online.
    • The Exam is administered by the independent Examination Institute and the result is communicated to the Buyer without intervention from QUINT.
    • For an Exam, Buyers must be able to identify themselves with an official identity document.

10. Privacy

    • When processing Personal Data, QUINT complies with the applicable regulations, including the General Data Protection Regulation (GDPR). The manner in which QUINT handles the Buyer’s Personal Data is described in its Privacy Policy.
    • On the basis of Article 6 paragraph 1 sub F GDPR, QUINT processes certain data of the Buyer, including Personal Data, in its business operations. The Buyer itself is responsible for the correct delivery and completion of those Personal Data which are necessary for the performance of the Training by QUINT.
    • Pursuant to Article 6 paragraph 1 sub b GDPR, it is necessary for QUINT to share the Personal Data supplied by the Buyer with third parties, for example but not exclusively with teachers, for the performance of the Training. Pursuant to the aforementioned law, QUINT may also be obligated to issue Personal Data of the Buyer to third parties if this is required pursuant to a statutory provision. For the aforementioned purposes, QUINT does not require the Buyer’s permission.
    • QUINT is not responsible or liable for the privacy policy of third parties.
    • QUINT processes the Personal Data of the User for the following purposes:
      • putting the Buyer in contact with QUINT and teachers
      • its own business operations and administration
      • sending a request to write about an experience
      • contacting the Buyer in response to a question
      • offering personalized service
      • providing an optimally functioning Website
      • offering the Customer access to social media
    • In accordance with Articles 15 to 22 of the GDPR, the Buyer has the right to inspect its Personal Data processed by QUINT and the purposes for which they are processed, the right to rectification, the right to delete its data, the right to limit processing, the right to object to the processing and the right to data portability.
    • The Buyer always has the right to submit a complaint regarding the processing of its data to a supervisory authority such as the Dutch Data Protection Authority.

11. Complaints procedure, competent court and choice of law

    • Complaints from the Buyer arising from or related to the Exam must be reported in writing to the Examination Institute within 2 months of discovery thereof. Other complaints must be reported to QUINT within the same period. If the complaints are not reported in a timely manner, any right to any claim will lapse.
    • Provided that it is submitted in a timely manner, QUINT will handle the Buyer’s complaint and resolve the complaint in writing within 14 working days.
    • All disputes arising from or related to this Agreement will be submitted exclusively to the ruling of the competent court in Amsterdam, after the aforementioned complaints procedure has been followed, unless the law prescribes otherwise.
    • Dutch law applies exclusively to the Agreement, as well as to all disputes related to or arising from the Agreement.
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