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Qeludra: a private limited company Qeludra B.V., established in Rotterdam, Chamber of Commerce No: 87861804, website: www.qeludra.com
Client: the natural or legal person who purchases or intends to purchase a product or service from Qeludra.
1.1 These General Terms and Conditions apply to all offers, quotations, and agreements for the delivery of services and products by Qeludra. If a continuing performance agreement has arisen between the parties, these general terms and conditions apply to the continuing performance agreement and any resulting agreements.
1.2 Deviations from these terms and conditions can only occur in writing and apply only to the specific agreement to which the deviations relate. The applicability of the General Terms and Conditions of the other party is hereby expressly rejected unless they have been accepted in writing by Qeludra.
1.3 If one or more provisions in these general terms and conditions are wholly or partially null and void or should be annulled, then the other provisions in these general terms and conditions remain fully applicable. Qeludra and the Client will then enter into consultation to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
1.4 If a situation arises between the parties that are not regulated in these general terms and conditions or if there is uncertainty about the interpretation of one or more provisions, then action must be taken in accordance with the spirit of these provisions.
1.5 If Qeludra does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply or that Qeludra would lose the right to demand strict compliance with these provisions and terms and conditions in other cases.
2.1 All offers/quotations are valid for 30 days unless otherwise stated on the quotation. All offers are based on the information provided by Qeludra during previous conversations, which Qeludra considers to be correct.
2.2 Qeludra cannot be bound by its offers if the customer can reasonably understand that the offer or any part of it contains an obvious mistake or error.
2.3 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Qeludra is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless Qeludra indicates otherwise in writing.
2.4 A composite quotation does not oblige Qeludra to perform part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
2.5 If the Client, whether or not after receipt of a quotation, takes an option on a date/dates, this option will remain in force for a maximum of one month, after which it will lapse. If the Client wishes to convert the option into a definitive agreement, he must inform Qeludra by e-mail within one month after he has taken the option.
3.1 All prices stated by Qeludra are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs unless otherwise indicated.
3.2 Qeludra is at all times entitled to increase the fee or price without the Client being entitled to dissolve the agreement for that reason if the increase results from a power or obligation under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
Qeludra has the right to have certain activities carried out by third parties.
5.1 If a term has been agreed upon or specified for the execution of certain activities or for the delivery of specific goods, this is never a deadline. If a term is exceeded, the Client must therefore give Qeludra written notice of default. Qeludra must be offered a reasonable period of time to implement the agreement.
5.2 Qeludra will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this is based on the state of science known at that time.
5.3 The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.
5.4 If work is carried out by Qeludra or third parties engaged by Qeludra in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the reasonably desired facilities free of charge. In this context, costs to be incurred by the Client, internally and by engaging third parties, shall be borne by the Client.
5.5 The Client shall ensure that all data, of which Qeludra indicates that they are necessary or of which the Client should reasonably understand that they are required for the execution of the agreement, are provided to Qeludra in a timely manner. Suppose the information necessary to execute the agreement has not been provided to Qeludra in time. In that case, Qeludra has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay by the usual rates.The execution period does not commence until the Client has made the data available to Qeludra. Qeludra is not liable for damage of whatever nature because Qeludra has assumed incorrect and/or incomplete information provided by the Client.
5.6 If during the agreement’s execution, it appears necessary for a proper performance thereof to change or supplement it, the parties will adjust the agreement in a timely manner and through mutual consultation. Suppose the nature, scope, or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed, and the agreement is thereby changed in quality and/or quantitative terms. In that case, this may have consequences for what was initially agreed. As a result, the originally approved amount can also be increased or decreased. Qeludra will quote as much as possible in advance. By a change to the agreement, the initially stated period of execution can also be changed. The Client accepts the possibility of changing the agreement, including the difference in price and term of execution.
5.7 If the agreement is changed, including a supplement, Qeludra is entitled to implement it only after approval has been given by the Client, and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time when it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by Qeludra. It is not a reason for the Client to terminate or cancel the agreement.
5.8 Without being in default, Qeludra may refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
5.9 If the Client should be in default in the proper fulfillment of what it is obliged to do towards Qeludra, the Client shall be liable for all damage on the part of Qeludra arising directly or indirectly as a result.
6.1 Qeludra is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fully or not timely comply with the obligations under the agreement. Qeludra can no longer be required to fulfill the agreement under the initially agreed conditions if, after the conclusion of the agreement, learned circumstances give Qeludra good reason to fear that the Client will not abide by the obligations. If the Client has been requested at the conclusion of the agreement to provide security for the satisfaction of its obligations under the agreement and this security is not forthcoming or insufficient or if due to the delay on the part of the Client, Qeludra can also no longer be required to fulfill the agreement under the originally agreed conditions
6.2 Furthermore, Qeludra is entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Qeludra.
6.3 If the agreement is dissolved, the claims of Qeludra against the Client are immediately due and payable. If Qeludra suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.
6.4 If Qeludra proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs arising in any way.
6.5 If the dissolution is attributable to the Client, Qeludra is entitled to compensation for the damage, including the costs, arising directly and/or indirectly as a result.
6.6 If the Client fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, Qeludra is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification. In contrast, the Client is obliged, on account of non-performance, to pay compensation or indemnification.
6.7 If the agreement is terminated prematurely by Qeludra, Qeludra will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work for Qeludra entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period unless Qeludra indicates otherwise.
6.8 In the event of liquidation, of (application for) suspension of payment or bankruptcy, of seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, Qeludra is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. In that case, Qeludra's claims against the Client are immediately due and payable.
6.9 If the Client cancels a placed assignment in whole or in part, the work that was performed and the goods ordered or prepared for this purpose, plus any supply, removal, and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client, except insofar as article 10 of these terms and conditions stipulates otherwise.
6.10 If Qeludra cannot comply due to circumstances unknown to it when the agreement was concluded, it has the right to change the agreement so that execution thereof becomes possible.
6.11 Qeludra has the right to suspend the fulfillment of its obligations if, as a result of changes in the circumstances that were not reasonably foreseeable at the time of the conclusion of the agreement and were beyond its control, it is temporarily prevented from fulfilling its obligations.
6.12 If Qeludra has imputably failed to comply with the agreement, this will not lead to a refund of the agreed price and/or compensation for damage. However, Qeludra will make reasonable efforts to still comply properly. Qeludra will not charge any additional costs for this.
7.1 Qeludra is not obliged to fulfill any obligation towards the Client if it is prevented from doing so due to a circumstance that is not due to fault and is not for its account under the law, a legal act, or generally accepted views.
7.2 Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforeseen, on which Qeludra cannot exert any influence, but as a result of which Qeludra is unable to fulfill its obligations. Strikes in the company of Qeludra or third parties, illness /death/impediment of the employee of Qeludra, who is charged with the execution of the assignment, and insufficient registrations for services based on "open registration" included. Qeludra also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Qeludra should have fulfilled its obligation.
7.3 Qeludra may suspend the obligations under the agreement during the period the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without obligation to pay compensation for damage to the other party.
7.4 As much Qeludra has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Qeludra is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if there were a separate agreement.
7.5 In the event of force majeure, Qeludra will make reasonable efforts to provide the Client with an alternative solution if desired.
8.1 If Qeludra should be liable, its liability is limited to what is regulated in this provision.
8.2 Qeludra is not liable for damage, of whatever nature, caused by Qeludra assuming incorrect and/or incomplete information provided by or on behalf of the Client.
8.3 If Qeludra should be liable for any damage, then the liability of Qeludra is limited to a maximum of the invoice value of the assignment, at least to that part of the assignment to which the liability relates, at least to a maximum of the value of one installment payment in case of payment in installments
8.4 The liability of Qeludra is, in any case, always limited to the amount of the payment of its (professional) liability insurer plus the deductible applicable to Qeludra, where applicable.
8.5 Qeludra is only liable for direct damage and excludes any form of liability for any other damage named, including consequential, personal injury, and trading loss.
8.6 Qeludra excludes, in particular, any form of liability for damage resulting from or related to any unlawful act or omission, or shortcoming in the fulfillment of an obligation by a subordinate or independent auxiliary person, whom Qeludra engages in the performance of the work assigned by the Client, insofar as no rules of mandatory law oppose this.
8.7 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence by Qeludra or its managerial subordinates.
9.1 Qeludra will never be further liable towards third parties for damage arising during the execution of the agreement to which these terms and conditions apply than Qeludra is towards the Client.
9.2 The Client indemnifies Qeludra against any further liability and will, where possible, stipulate a corresponding indemnification for Qeludra in its agreements with third parties.
9.3 The Client fully indemnifies Qeludra against claims for damages from third parties, based on violation of intellectual property rights, by the use of designs, images, drawings, models, software, quotations, and the like or caused by the application of working methods that have been provided or prescribed to Qeludra by or on behalf of the Client for the execution of the agreement.
9.4 If Qeludra should be held liable by third parties, the Client is obliged to assist Qeludra both outside and in court and to immediately do everything that may be expected of it in that case. If the Client fails to take adequate measures, Qeludra is entitled, without notice of default, to do so itself. All costs and damage on the part of Qeludra and third parties arising, as a result, are entirely at the expense and risk of the Client.
10.1 The following cancellation provisions are in force unless otherwise agreed in an agreement between the Client and Qeludra.
10.1.1 In cases where there is a distance selling, the statutory right of withdrawal cannot be used, as this only applies to consumers. Qeludra does not conclude contracts with consumers or similar parties. Cancellation In-company Assignment
10.2.1 In the event of cancellation of an in-company training assignment, the Client owes the following costs: In the event of cancellation of a training course
10.2.2 Cancellation of an assignment must be made in writing or by email. Cancellation is a fact if Qeludra has confirmed receipt of the cancellation. The time of cancellation is the dated postmark in case of cancellation by post or the date and time of receipt of the cancellation email.
10.3.1. 'Open registration' means any form of coaching or support by Qeludra whereby individual Clients can register for training, information meetings, webinars, or online seminars.
10.3.2. Qeludra reserves the right to cancel it in the event of unforeseen circumstances or insufficient interest in an 'open registration' but will make proposals regarding any alternative dates or possibilities. In the event of cancellation by Qeludra, if no alternative options are used, the Client is entitled to a refund of the amount paid.
10.3.3 Qeludra has the right - with a clear statement of reasons - to refuse a client’s participation, in which case the Client is entitled to reimbursement of the full amount paid by them.
10.3.4 Cancellation by the Client in the event of an open registration can be made free of charge up to 2 weeks before the start of the service unless otherwise stated on the website. In the event of cancellation within two weeks before the beginning of the first training or coaching day, the Client will owe the full agreed price.
10.3.5 In all cases, after prior consultation with Qeludra, a replacement with the same training question may be sent.
10.3.6 Cancellation must only be made by email and confirmed by Qeludra. The moment of cancellation is the date and time of receipt of this email by Qeludra.
10.3.7 If the Client or his replacement does not appear on the first training day, this will be considered a cancellation. It is then no longer possible to follow the rest of the program and also no longer possible to send a replacement.
10.3.8 In case of an existing appointment for coaching, consultations, or other one-on-one sessions, the Client has the right to cancel a session or make a new appointment free of charge up to 36 hours before the start. If the appointment is moved or canceled within 36 hours before the start, the Client will owe the full agreed price for the canceled or rescheduled session.
10.6.1 If the agreement concerns a long-term process of several sessions agreed upon in advance, the aforementioned in art. 10.3.4 and 10.3.6 included cancellation scheme for "Open Registrations" applies. Interim cancellation is, in principle, not possible. The agreed price remains due unless, in the opinion of Qeludra, there is reason to agree otherwise.
10.6.2 Clients who are not consumers, therefore, have no legal right of withdrawal.
10.6.3 For each product or service, Qeludra can offer a guarantee/cancellation arrangement on its website and attach conditions to it. The regulation only applies if it was provided on the website at the time of the purchase and if the Client complies with the set conditions.
11.1 The Client must pay Qeludra's invoices within 14 days of the invoice date unless otherwise agreed. Qeludra is entitled to invoice periodically.
11.2 If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client then owes an interest of 2% per month, or the amount stated on the invoice. The interest on the due amount will be calculated from the moment the Client is in default until the moment of payment of the total amount due.
11.3 The Client is never entitled to set off the amount owed by him to Qeludra. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to invoke section 6.5.3 (Articles 231 to 247 book 6 of the Dutch Civil Code), is also not entitled to suspend the payment of an invoice for any other reason.
11.4 If the Client is in default, Qeludra reserves the right to suspend the work or to cancel the assignment.
11.5 If the Client is in default with payment or the fulfillment of any other obligation under an agreement, Qeludra is entitled to proceed to full or partial dissolution of that agreement without judicial intervention, without prejudice to Qeludra's right to claim compensation.
11.6 After a reminder and late payment within the reminder period, the Client will owe 15% of the principal sum in collection costs without further notice if and as soon as he is in default, with a minimum of EUR150,--.
11.7 Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on all fees due.
12.1 The Client is prohibited without written permission from Qeludra to alienate, show, or otherwise use the designs, documentation, information, step-by-step plans, offers, etc. provided by Qeludra to third parties (hereinafter: documents). The Client is permitted to reproduce these documents for its own use as needed for an assignment.
12.2 Unless otherwise agreed, copyrights and all other intellectual property rights to these documents remain with Qeludra.
13.1 Both parties must maintain the confidentiality of all confidential information they have obtained from each other or another source in the context of their agreement. Information is considered confidential if the other party has communicated this or if this results from the nature of the information.
13.2 The personal data that reaches Qeludra via the site will be treated carefully and confidentially. Data will only be used for the stated purpose. Qeludra complies with the applicable privacy legislation, particularly the General Data Protection Regulation. Qeludra refers to the privacy statement on its website.
14.1 Dutch law applies to all offers and agreements for the execution of assignments. The applicability of the Vienna Sales Convention is excluded.
14.2 Disputes arising from or related to an offer, a quotation, and an agreement with Qeludra will be settled by the competent court in the district of Qeludra's place of business, except insofar as the law prescribes otherwise. Nevertheless, Qeludra has the right to submit the dispute to the competent court according to the law.
14.3 The parties will only appeal to the court after making every effort to settle a dispute in mutual consultation.
September 2022, Qeludra