General Conditions TimeQuard VOF
These general conditions apply to all offers and agreements by and through TimeQuard VOF services. These TimeQuard VOF General Conditions are comprehensive and applicable in all circumstances. Purchase Conditions of customers do not exceed these conditions. Only in exceptional situations, the board of TimeQuard VOF is able to accept customer-specific adaptations.
The Terms and Conditions as described here are always the only valid. Paper versions are always subordinate to this issue.
TimeQuard reserves the right to unilaterally change the terms and conditions.
- Deviations from these general conditions are only valid if expressly agreed in writing with TimeQuard VOF.
Any conditions of the contractual counterparty to a contract with TimeQuard VOF shall not apply unless they have been accepted in writing by TimeQuard VOF.
- If any provision of these terms and conditions is invalid or unenforceable, the remaining provisions of these terms and conditions shall remain in full force and effect. Parties are held then as far as possible to provide in accordance with the invalid or unenforceable provision in the situation that has arisen.
- If there is a conflict between parties that is not regulated in these terms and conditions, one should assess the circumstance in the spirit of these terms and conditions.
2. Intelligent ownership
- The TimeQuard software, including the software installed on the server, or which is installed on all devices in use, carrying the logo of TimeQuard or which is signed with TimeQuard, fall within the scope of the intelligence ownership.
As a customer enters a free trial to test the software, the following rules apply:
- After expiration of the 30-day test period, the customers test account is automatically blocked.
- The data entered during this time or collected are kept for one month to bring a new start to a subscription based on this data. After sixty days, the data will be destroyed after the end of the test period.
- The 30-day trial period is free. However, in specific cases, if customer requires an additional effort of TimeQuard, customer pay a contribution towards the costs. TimeQuard and the customer will settle this, however, always in advance to avoid misunderstandings.
- Agreements about a customer contribution during the trial period must be guided by a written agreement.
4. Offers and Deals
- All offers are only binding if they are made in writing and accepted in writing by the other party.
- As long as an offer of TimeQuard VOF has not yet led to an assignment, TimeQuard VOF reserves the right to deploy its resources elsewhere.
5. Services Agreements
- TimeQuard VOF will work within the framework of the contract and in cooperation with the Client’s organization and involved persons, performing at its own discretion being accountable to the Client.
- If one of the parties one does not fulfill one or more provisions of the Service Agreement, or not succeed in time after being summoned, or if distress or execution shall be placed on movable and/or immovable property of the opposing party, if by party moratorium requested or the other party become insolvent, the other party shall have the right, without notice and without intervention of the court, to terminate the Service immediately in whole or in part, without being held to any compensation, and without prejudice to the right to compensation by it through the dissolution or the events that gave rise thereto damages.
- TimeQuard VOF is entitled to the Service Agreement by written notice with immediate effect and without any compensation being required to end to Client if as a result of facts or circumstances that are beyond the influence of TimeQuard VOF and which they at the close of the Service was not aware, the continuation of the Service reasonably can not be demanded of TimeQuard VOF or where they would be involved in practices which are contrary to morality or the care that observed in society towards third parties must to become.
- The customer is only entitled to terminate the Service agreement before the agreed end date, provided simultaneously to TimeQuard VOF paid a fixed compensation equal to the remuneration which would have been due under the order confirmation to TimeQuard VOF fully for 50 days. Principal is this fixed compensation also to TimeQuard VOF payable if TimeQuard VOF terminates the agreement under the Article 6 paragraph 5.
- TimeQuard VOF to the Client in no way be liable for tangible and / or intangible damage and / or adverse effects caused by actions of TimeQuard VOF made within the formal scope of the powers or otherwise in connection with the work for the Client without prejudice to liability for damage caused by intent or gross negligence of TimeQuard VOF
- To the extent that liability TimeQuard VOF is not excluded, it is limited to a maximum of 50% of the amount received by TimeQuard VOF Client, but up to € 000, – (in words: five thousand euros).
- The client is obliged to TimeQuard VOF to indemnify and hold harmless in the event of liability TimeQuard VOF third parties for transactions with or on behalf of TimeQuard VOF made within the formal scope of their powers, unless such liability is caused by intent or gross negligence of TimeQuard VOF and / or through its deployed Interim Manager.
- TimeQuard BV is not liable for or bound by any commitments made by the Interim Manager or it arose in another way to the Client or against any third party.
- If and insofar TimeQuard VOF opposite Principal or staff of the Client during the performance of work under the Service Agreement and/or in connection therewith could be liable for damage to equipment and property of the Client and / or third parties as a result of any carelessness towards the Client and / or referred to staff and / or such third parties, the liability in that respect is limited to the amount for which liability company policy of TimeQuard VOF provides maximum coverage, ie € 25 million per event / € 2.5 million per year. This limitation of liability applies explicitly also on behalf of the Interim Manager and any employees and / or agents of TimeQuard VOF The right to claim damages expires after six months after the announcement of the loss.
- TimeQuard VOF shall not be liable for the fulfillment or or in-time fulfillment of its obligations due to force majeure. Force majeure means any restrictive condition which is not solely dependent on the will of TimeQuard VOF.
8. Care and secrecy
- TimeQuard VOF in the use of the information, its attention has come under the command act with utmost care.
- TimeQuard VOF undertakes both during the term of the service agreement and after its termination on any specific knowledge and knowledge he has acquired during the term of the Service Agreement with regard to the internal organization, know-how, development and Client’s clients and thus to exercise cooperating individuals, companies and / or institutions secrecy.
- Payment by the Client must be made within 15 days after the invoice date, without discount or compensation.
- If any payment by the Client has been made within the prescribed time limit under this article, the Client without notice in default and he is obliged to pay the statutory interest on the outstanding amount. TimeQuard BV shall then be entitled to suspend and terminate the service agreement on interim work.
- If the Client after notice fails to pay the claim, the claim may be passed on, in which case the Client in addition to the total amount due will also be obliged to pay in full extrajudicial and judicial costs. The amount of these costs will be determined at least 15% of the amount.
- TimeQuard VOF is entitled at any time of the Client to require security for which the Client at any time under the Service Agreement will be due.
10. Applicable law / Disputes
- These terms and conditions and service agreements are governed by Dutch law. Disputes will be settled by the competent court in Amsterdam, unless the law stipulates otherwise.
- Modification of a service or supplement thereto has agreed binding unless in writing between the Client and TimeQuard VOF