Article 1 - Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
2. Offer: any offer or quotation to the Client for the provision of Services by Qbicle.
3. Application: the software developed for the Client, or the Application made available to Qbicle by the Client.
4. Services: the Services that Qbicle offers are making Applications available, as well as adjusting and/or developing them.
5. Service Provider: Qbicle that offers services to the Client, hereinafter: Qbicle.
6. Client:  the natural or legal person acting in the exercise of a profession or business that Qbicle has appointed, has provided projects to Qbicle for Services performed by Qbicle, or to which Qbicle makes a proposal under an Agreement.
7. Agreement: any Agreement (which also includes: subscription) and other obligations between the Client and Qbicle, as well as proposals from Qbicle for Services that are provided by Qbicle to the Client and that are accepted by the Client and are accepted and performed by Qbicle where these general terms and conditions conditions form an inseparable whole.
8. SaaS Services: making and keeping applications and/or software/links (APIs) available by Qbicle via the internet or another data network without providing a physical carrier to the Client.
 

Article 2 - Applicability
1. These general terms and conditions apply to every Offer from Qbicle, every Agreement between Qbicle and the Client and to every Service offered by Qbicle.
2. Before a (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Qbicle will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with Qbicle. The terms and conditions of the Client are expressly not applicable.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. The agreements in the Agreement are leading and take precedence over these general terms and conditions.
8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
9. The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless Qbicle grants the Client explicit and prior permission. Qbicle is free to attach further conditions to this.
10. If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/are, if and to the extent applicable.
11. In the event that Qbicle has not always required compliance with these general terms and conditions, it will retain its right to demand compliance with these general terms and conditions in whole or in part.

Article 3 - The Offer
1. All offers made by Qbicle are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
2. Qbicle is only bound by an Offer if the acceptance thereof is confirmed in writing by the Client within 30 days. Nevertheless, Qbicle has the right to refuse an Agreement with a potential Client for a good reason for Qbicle.
3. The Offer contains a description of the Services offered. The description is detailed in such a way that the Client is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Qbicle. Any images and data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. Furthermore, all offers are made on the basis of information provided by the Client. Offers lapse if the Client's details are incorrect or incomplete.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Delivery times and terms in Qbicle's offer are indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.
6. A composite quotation does not oblige Qbicle to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price.

Article 4 - Conclusion of the Agreement
1. The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Qbicle by returning a signed copy (scanned or original) to Qbicle, or expressly and unambiguously agrees to the Offer by e-mail.
2. Qbicle is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
3. Each Agreement that is entered into with Qbicle or a project that is awarded to Qbicle by the Client, rests with the company and not with an individual person associated with Qbicle.
4. If the Client cancels an Agreement that has already been confirmed, the costs actually incurred up to that point (including the time spent) will be charged to the Client.
5. The Client's right of withdrawal is excluded, unless otherwise agreed.
6. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Term of the Agreement
1. If and insofar as an Agreement has been concluded between the Client and Qbicle, the duration of this Agreement is in any case one year, unless expressly agreed otherwise. The duration of an Agreement to develop a (part of an) Application depends on the development duration as well as any (changed) wishes of the Client.
2. The Agreement is tacitly renewed every year for the originally agreed term, unless the Client or Qbicle has terminated the Agreement in writing with a notice period of one month before the end of the agreed period.
3. Both the Client and Qbicle can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given notice of default in writing, and it has been given a reasonable term to fulfill its obligations, and it imputably fails to do so. . This also includes the payment and cooperation obligations of the Client.
4. The dissolution of the Agreement does not affect the payment obligations of the Client if Qbicle has performed work or delivered services at the time of the dissolution.
5. In the event of premature termination of the Agreement, the Client owes Qbicle the costs actually incurred up to that point on the basis of the set (hourly) rate. The (hours) registration of Qbicle is leading in this. If the Agreement ends before the assignment has been completed, Qbicle is entitled to a portion of the wages to be reasonably determined. If the end of the Agreement is attributable to the Client, Qbicle is entitled to the full wage if this is reasonable in view of the circumstances of the case.
6. Both the Client and Qbicle can terminate the Agreement in writing in whole or in part without further notice of default with immediate effect if one of the Parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation or other than the merger or reconstruction of the company. . If a situation as stated above occurs, Qbicle is never obliged to refund monies already received and/or compensation.
7. All post-contractual obligations under these terms and conditions and the Agreement, which by their nature are intended to continue after termination of the Agreement, will continue to exist after termination. This in any case concerns the provisions on confidentiality, intellectual property rights, liability, dispute settlement and choice of law provision.

Article 6 - Performance of the Agreement
1. Qbicle will make every effort to perform the Agreement with the greatest possible care, as may be expected of a good contractor. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.
2. When performing the Services, Qbicle is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for Qbicle, the Client is obliged to reimburse the additional or additional costs accordingly.
3. Qbicle is entitled to engage third parties for the performance of the Services at its own discretion.
4. If, on the basis of a request or order from a government agency and/or a legal obligation, Qbicle performs work with regard to data of the Client, the associated costs will only be for the Client.
5. In the event of changes, Qbicle can continue the execution of the Service with the changed version of the Application or software. Qbicle is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
6. The source code as well as the technical documentation of the Application is at all times excluded from the right of use or subject of a transfer to the Client.
7. Both the Client and Qbicle can make changes to the scope and/or content of the Service purchased. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing with effect from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if Qbicle bears the costs of the change.
8. Qbicle is not obliged to provide the Client with a physical carrier with the software.
9. If, on the basis of the Agreement, Qbicle also makes a backup of the Client's data, Qbicle will make a backup at fixed times in accordance with the Agreement and keep it in accordance with the agreed term. However, the Client is itself responsible for complying with the statutory retention and administration obligations that apply to it.
10.Qbicle is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it  and to suspend the agreed activities if any imperfections are found. until the Client has removed the relevant imperfections.
11. If Qbicle must be present at the Client's location at the Client's request, an appointment will be scheduled. An already scheduled appointment can only be canceled free of charge up to 24 hours before the start. Cancellation within this period means that the Client must reimburse the time already reserved as well as expenses already incurred.

Article 7 - Obligations of the Client
1. The Client is obliged to provide all information requested by Qbicle as well as relevant appendices and related information and data in good time and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. In the absence of this, Qbicle may not be able to realize a complete implementation and/or delivery of the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
2. Qbicle is not obliged to check the correctness and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Qbicle responsible for the correctness and completeness of the information compiled by Qbicle for third parties and/or provided to third parties in the context of the Agreement.
3. Qbicle may, if necessary for the execution of the Agreement, request additional information. In the absence of this, Qbicle is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify Qbicle of this immediately or no later than 5 working days after the change has become known.
4. The Client is obliged to protect all technical protections and other provisions of the Qbicle Application  and to respect the intellectual property rights resting on the Application.
5. The Client is responsible for suitable equipment and a user environment.

Article 8 - Development/adjusting Application

1. Qbicle can draw up an advice, plan of approach, planning and/or reporting for the benefit of the service. The content of this is not binding and only advisory in nature, but Qbicle will observe its duties of care. The client decides itself and under its own responsibility whether to follow the advice.
2. The Client is obliged to provide all necessary information in a timely manner, complete, correct and in the desired form for the purpose of developing the Application (which also includes data files, software, documentation, advice, reports, analyzes and designs).
3. The parties shall record in writing all characteristics, functionalities, properties and more of the Application . The Application is made solely on the basis of these written agreements. If the agreements made are too brief to meet the wishes of the Client, the parties must consult and adjust the agreements or the Agreement accordingly.
4. Qbicle is at all times entitled to request approval from the Client before a work developed by it is delivered or an associated user license is transferred.
5. The Client acquires a non-exclusive, non-transferable and non-sublicensable right to use the Application from the moment that the Client has fully complied with its (payment) obligations, during the Agreement, and for the Client's own company, unless the parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from the use of the Client. Unless the parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client.
6. The Application developed by Qbicle is delivered when the Client has signed or has given explicit approval for the Application within a maximum term of 7 calendar days, unless a further term has been agreed. To this end, the Client can check the written agreements. After the unused expiry of this term, the Client is deemed to have agreed with the Application. Any repair work after this period is regarded as additional costs.
7. The parties can agree on a test period in which the Client determines any errors and/or defects. These defects must be reported to Qbicle in writing. The repair work thereof will be borne by Qbicle, unless there are errors of use or errors that cannot be attributed to Qbicle. The repair period concerns a reasonable period, at least 14 days after the defects have been reported or confirmed by Qbicle.
8. If, after the test period and/or delivery, changes have to be made to the Application, whether or not at the request of the Client, which have not been previously agreed in writing, the changes must be made on the basis of a new order. The Client is only entitled to a limited number of revision rounds, which are determined in consultation in the Agreement.
9. At Qbicle's first request, the client is obliged to assess proposals provided by Qbicle, at least within the agreed period. If Qbicle is delayed in its work because the Client does not or not timely make an assessment of a proposal made by Qbicle, the Client is at all times responsible for the resulting consequences, such as delay.
10. The nature of the service means that the result also depends on external factors that can influence the development, such as the quality, correctness and timely delivery of the necessary information and data from the Client and/or its employees. The client guarantees the quality and the timely and correct delivery of the required data and information.

 

Article 9 - Delivery or Delivery
1. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided it on time, does not provide sufficient cooperation, the advance has not been received by Qbicle on time or due to other circumstances that At the expense and risk of the Client, Qbicle is entitled to a reasonable extension of the delivery or completion period. In no case are the specified terms strict deadlines, nor can Qbicle be held liable for exceeding the agreed term.
2. All damage and additional costs as a result of delay due to a cause referred to in paragraph 1 are for the account and risk of the Client and will be charged to the Client by Qbicle.
3. If the Client has to give approval, Qbicle is entitled to suspend the execution of the Agreement until the moment that the Client has given its approval.
4. Qbicle makes every effort to realize the service within the agreed term, insofar as this can reasonably be expected of it. In case of urgency, the Client is obliged to reimburse Qbicle for the additional costs involved.
5. Qbicle makes every effort to provide the Service in accordance with the Offer as much as possible.
6. If the Parties agree on a partial delivery of the Application, Qbicle will further develop the Application as soon as the Client has shared its comments and comments in writing and Qbicle has confirmed these changes. These changes may affect the delivery date as well as the budget that has already been agreed.
7. After the Application has been approved by the Client, and the Application is ready to be put into use by the Client, Qbicle can give an explanation or presentation at the Client's location for correct commissioning. 

Article 10 - Risk transfer
The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items that are used, made or delivered in the context of the execution of the Agreement, is transferred to the Client at the moment when these are actually in use. have been made available to the Client, or at the time of the first use of the Application. If and insofar as any damage is caused to the Client, Qbicle is obliged to deliver a replacement Application at the cost price of the information carriers. The reinstallation and/or implementation must take place at the agreed rate unless otherwise agreed.

Article 11 - Warranties
1. Qbicle performs the Services in accordance with the standards applicable in the industry. If any guarantee is given, this is limited to what has been expressly agreed in writing. During the warranty period, Qbicle guarantees a sound and customary quality of the delivered.
2. The Client can only invoke the guarantee given by Qbicle if the Client has fully complied with its payment obligations.
3. If the Client rightly invokes the warranty, Qbicle is obliged to carry out a repair or replacement free of charge. In addition, if there is any additional damage, the applicable liability provisions of these general terms and conditions will be adhered to.
4. Qbicle does not guarantee that the Application functions without errors and/or interruptions. Qbicle makes every effort to repair errors in the Application or software within a reasonable period of time. The repair only pertains to what has been developed by Qbicle itself, and the defects have been reported in time by the Client. Qbicle is entitled to postpone the repair until a new version of the software is put into use. Defects in software not developed by Qbicle can be repaired in consultation at the expense and risk of the Client.
5. The Client accepts the Application 'as is', unless otherwise agreed.
6. The Client must immediately and in detail report any defects found to Qbicle in writing in a manner that enables Qbicle to reproduce and repair the defects. The defect is reported the moment the Client receives confirmation of receipt of the report from Qbicle.
7. Recovery also includes the provision of temporary solutions. The warranty never covers the recovery of corrupted or lost data. Qbicle is not obliged to restore this data. If agreed, Qbicle can reasonably cooperate, but is never responsible or obliged to restore any mutilated and/or lost data. The Client must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not on the basis of information provided by Qbicle.
8. During the warranty period, the Client can only invoke this warranty provision and Qbicle is not obliged to pay any compensation arising from the defects found during the warranty period.
9. If a defect is not covered by the free repair during the warranty period, the Client must reimburse the relevant costs.
10. Qbicle does not guarantee that the software to be kept available, in the context of the Service, will be adapted in time to changes in relevant legislation and regulations, but will make every effort to realize this as quickly as possible.

Article 12 - Use and maintenance
1. Qbicle makes the agreed and developed Application available to the Client for use during the term of the Agreement on the basis of a user license. The right to use the Application is non-exclusive, non-transferable, non-pledgeable, non-sublicensable and limited to these terms and conditions. The Client is also responsible for the use by the users designated by it.
2. If agreed, Qbicle will perform maintenance on the Application. The scope of the maintenance obligation extends to what has been explicitly agreed by the Parties. Even if this has not been explicitly agreed, Qbicle can perform maintenance work or interrupt the performance of its Services if it deems this necessary for the purpose of performing maintenance. Carrying out maintenance can also cause interruptions in the performance of the services, which does not justify the Client's right to compensation.
3. The Client is obliged to report any defects, errors or other malfunctions in the Application to Qbicle in writing, after which Qbicle will repair the errors and/or make improvements in accordance with its usual procedures. If desired, Qbicle is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
4. The client is obliged to cooperate with Qbicle on first request.
5. Despite the agreed maintenance obligations of Qbicle, the Client has an independent responsibility for the management and use of the Application.
6. For the purpose of maintenance, Qbicle is authorized to, among other things, check (data) files for, among other things, computer attacks, computer viruses and unsafe and/or illegal acts, as well as to perform other acts that are necessary for the purpose of maintenance. The Client is also responsible for the instruction on and use of the Application by third parties engaged by the Client.
7. In principle, the maintenance includes the following Services (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, Qbicle is entitled to (temporarily) put the Service out of use in whole or in part. The Client is not entitled to any compensation during this interruption. Qbicle will have the interruption take place outside office hours as much as possible and no longer than is necessary for maintenance.
8. Qbicle is entitled to make changes in the technology of the data network or telecommunications network and other changes in the services offered by Qbicle. These changes may affect the peripheral equipment used by the Client, for which Qbicle cannot be obliged to pay any compensation.

Article 13 - Notice and Takedown
If and insofar as there is an infringement of the rights of Qbicle or third parties and/or unlawful acts by the Client, Qbicle is entitled to close that part of the Service immediately or to exclude the Client from use. Qbicle will immediately remove any infringing/harmful information. As a result, the Client may not be able to make full or no use of the Qbicle Service. Qbicle is under no circumstances liable for damage of any nature whatsoever as a result of the (temporary) closing of the Service and/or the removal or passing on of the data posted by the Client.

Article 14 - Additional activities and changes
1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client's request to achieve the desired result for the Client, the Client is obliged to pay for this additional work according to the agreed rate. . Qbicle is not obliged to comply with this request, and can require the Client to conclude a separate Agreement for this.
2. The Client can make changes or have changes made to the scope and/or content of the Service. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing with effect from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if Qbicle bears the costs of the change.

Article 15 - Prices
1. All prices are exclusive of turnover tax (VAT) shown in the quotation. Everything that is not included in the quotation is regarded as additional work and must be paid separately as such.
2. Qbicle performs its services in accordance with the agreed rate. The costs of the development work are calculated afterwards, based on the time registration drawn up by Qbicle (actual calculation), unless a fixed price has been agreed for this.
3. Travel time for the benefit of the Client and costs related to travel will be passed on to the Client unless otherwise agreed.
4. If agreed, the Client must make partial payments at the time of delivery.
5. If the Agreement is entered into for a longer period, this compensation must be paid in full on the basis of (partial) advance payment.
6. The Client is obliged to fully reimburse the costs of third parties, which are deployed by Qbicle after the Client's approval, unless expressly agreed otherwise.
7. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance in full before a start is made with the performance of the service.
8. The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
9. Qbicle is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
10. The client must pay these costs at once, without settlement or suspension, within the specified payment term of no later than 14 days as stated on the invoice to the account number and data of Qbicle made known to it.
11. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 16 - Collection policy
1. All payment terms set by Qbicle are deadlines. If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term of 14 days, the Client is in default by operation of law.
2. From the date that the Client is in default, Qbicle will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
3. If Qbicle has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also for the account of the Client.

Article 17 - Privacy, data processing and security
1. Qbicle handles the (personal) data of the Client and users of the Application with care and will only use it in accordance with the privacy statement. If requested, Qbicle will inform the data subject about this.
2. The Client is responsible for the processing of data that are processed using a Qbicle Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Qbicle against any (legal) claim related to this data or the execution of the Agreement.
3. If Qbicle is required to provide information security under the Agreement, this security will comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not is unreasonable.
4. Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising therefrom, as well as other applicable laws and regulations. The parties must conclude a processing agreement for this.
5. The Client has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, provide access to, correct and delete personal data of data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations. Qbicle is a “Processor” within the meaning of the GDPR with regard to these personal data. Qbicle will provide support as much as technically possible.

Article 18 - Suspension
1. Qbicle has the right to keep the data, data files, software and more that it has received or realized by it if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, would be obliged to do so.
2. Qbicle is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. In that case, Qbicle is not liable for damage, in whatever form, as a result of the suspension of its activities.

Article 19 - Force majeure
1. Qbicle is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
2. Force majeure on the part of Qbicle in any case includes, but is not limited to: (i) force majeure of suppliers of Qbicle, (ii) failure to properly fulfill obligations of suppliers prescribed by Client to Qbicle or recommended, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in the opinion of Qbicle, are beyond its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. If a force majeure situation lasts longer than two months, the Agreement can be dissolved by each of the Parties in writing. If any performance has already been performed on the basis of the Agreement, in such a case settlement will be made on a pro rata basis without any liability on the part of each party to each other.
4. If Qbicle has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or to be delivered has no independent value.

Article 20 - Limitation of liability
1. In the event of an attributable shortcoming on the part of Qbicle, Qbicle is only obliged to pay any compensation if the Client has given Qbicle notice of default within 14 days after discovery of the shortcoming, and Qbicle has subsequently failed to notice this shortcoming within the reasonable term stated in the notice of default. has recovered. The notice of default must be submitted in writing and must contain such a precise description of the shortcoming or defect that Qbicle is able to respond adequately.
2. If the provision of Services by Qbicle leads to liability on the part of Qbicle, that liability is limited to the costs charged in connection with the Service with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the method of repair, as well as the costs of emergency provisions.  In the event of Agreements based on a SaaS service, or service and/or maintenance, the above liability is limited to a maximum period of 12 months prior to the notice of default).
3. Qbicle is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption and damage as a result of the use of Services provided by Qbicle, damage due to loss of data, damage due to exceeding delivery times , consequential and delay damages and interest damages.
4. Qbicle's liability is furthermore limited to the amount paid out by its insurance company per event per year.
5. Qbicle is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on its website or that of linked websites.
6. Qbicle is not responsible for errors and/or irregularities in the functionality of the Application and/or the website, software, malfunctions or the unavailability of the website and/or software or Application for whatever reason.
7. Qbicle's liability for (the functioning of) third-party plug-ins is excluded. Qbicle is furthermore not liable for damage arising as a result of or in connection with changes made or work performed in or to the Qbicle Application that took place without Qbicle's express permission.
8. The Client indemnifies Qbicle against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which partly consisted of Services provided by Qbicle, unless the Client can demonstrate that the damage was solely caused by the service from Qbicle.
9. Any advice provided by Qbicle, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of Qbicle. The content of the advice provided by Qbicle is not binding and only advisory in nature. The Client decides itself and under its own responsibility whether it follows the proposals and advice of Qbicle mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Qbicle. Qbicle is not bound to any form of refund if this is the case.

10. The Client is responsible for the proper security of its own devices on which the Application is installed, the security of passwords and more. Under no circumstances is Qbicle liable.
11. Qbicle does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Qbicle, nor for the timely receipt thereof.
12. The Client guarantees the correctness and completeness of the information and wishes it provides with regard to the Service.
13. All claims of the Client due to shortcomings on the part of Qbicle will lapse if they have not been reported to Qbicle in writing and with reasons. Any claim for compensation against Qbicle must always be reported in writing, but no later than one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. Qbicle's liability ends in any case after one year after termination of the Agreement between the Parties.

Article 21 - Confidentiality
1. Qbicle and the Client undertake to maintain the confidentiality of all (confidential) information obtained in the context of an Agreement. Confidentiality arises from the Agreement or from which one can reasonably expect to be confidential information. The parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior express written permission to do so.
2. The Client is obliged to keep all data and other materials provided by Qbicle confidential, not to disclose or use it to third parties, unless Qbicle has given explicit permission for this.
3. If, on the basis of a statutory provision or a court decision, Qbicle is obliged to (partly) provide the confidential information to the law or competent court or third party indicated, and Qbicle cannot invoke a right of nondisclosure, Qbicle is not obliged to any compensation and the Client is not entitled to dissolve the Agreement.
4. Qbicle and the Client also impose the confidentiality obligation on the third parties to be engaged by them.

Article 22 - Intellectual Property Rights
1. All intellectual property rights of Qbicle, including data files, software, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and quotations, as well as all preparatory material thereof, are vested in exclusively with Qbicle, and/or third parties or suppliers if these rights already belonged to others than Qbicle.
2. The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and software on which the IP rights and copyrights of Qbicle rest without the express prior written consent of Qbicle and an agreed monetary compensation. If the Client wishes to make changes to goods delivered by Qbicle, Qbicle must explicitly agree to the intended changes.
3. The Client is prohibited from using the products to which Qbicle's intellectual property rights rest other than as agreed in the Agreement. The Client only acquires a non-exclusive non-transferable right of use of the Application, unless expressly agreed otherwise.
4. Furthermore, the Client is not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Website, documentation and/or other materials.
5. The parties will inform each other and act jointly against any infringement of Qbicle's IP rights.
6. The Client indemnifies Qbicle against claims from third parties with regard to (possible) infringements and/or claims from third parties with regard to what has been made available to the Client in the context of the Agreement. The Client will immediately inform Qbicle about these infringements and/or claims.
7. Any infringement by the Client of the IP rights (and copyrights) of Qbicle will be punished with a one-off fine of €25,000 (in words: twenty-five thousand euros) and a fine of €1,000 (in words: thousand euros) for each day that the infringement continues.

Article 23 - Indemnification and correctness of information
1. The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents that it provides to Qbicle in the context of the Agreement. The Client is also responsible for this if this data comes from third parties.
2. The Client indemnifies Qbicle against any liability as a result of failure to fulfill the obligations from the previous paragraph or to do so on time.
3. The Client indemnifies Qbicle against claims by third parties with regard to intellectual property rights on the data and information provided by the Client, which can be used in the performance of the Agreement, as well as with regard to the content of advice and reports drawn up by Qbicle.
4. If the Client provides Qbicle with electronic files, Website or information carriers, the Client guarantees that these are free of viruses and defects.
5. The Client indemnifies Qbicle against all claims from third parties as a result of adjusting the software of this third party for the benefit of the Client.

Article 24 - Complaints
1. If the Client is not satisfied with the service or products of Qbicle or otherwise has complaints about the implementation of the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. to report. Complaints can be reported in writing via info@qbicle.nlmet as subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client if Qbicle is to be able to handle the complaint.
3. Qbicle will respond substantively to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
4. The parties will try to reach a solution together.

Article 25 - Applicable law
1. Dutch law applies to the legal relationship between Qbicle and the Client.
2. Qbicle can unilaterally change these general terms and conditions. The most current version can be found on the website.
3. All disputes arising from or as a result of the Agreement between Qbicle and the Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions designate another competent court.

Amsterdam, September 1, 2021