Terms & Conditions Qlouder BV


1 Applicability

1.1. These Terms and Conditions apply to all offers of Qlouder B.V. (herinafter Qlouder), registered in the Trade Register of the Chamber of Commerce with number 54015596, and to all agreements between Qlouder and Client.

1.2. The Client’s general conditions do not apply.


2 Implementation Agreement

2.1. Qlouder will, with its best effort and care, provide it’s services to the Client.

2.2. All services provided by Qlouder are efforts based.

2.3. All deadlines and dates agreed upon between Qlouder and other parties are intents and not final. Qlouder shall try to comply with these terms and dates the best way possible. In case of possibly exceeding a term and/or date, Qlouder and Client will consult.

2.4. Exceeding any term and/or date can only lead to default of Qlouder after Client has given Qlouder written notice of default, in which Client provides Qlouder with a reasonable term for compliance, and this reasonable term has expired.


3 Implementation of activities

3.1. The activities Qlouder has agreed upon are to be carried out at the office of Qlouder unless otherwise stated by Qlouder.

3.2. Qlouder is allowed to use third party services when carrying out activities.

3.3. If Qlouder uses the services of third parties for the delivery of activities Qlouder will notify Client in advance.


4 Exchange of information and confidentiality

4.1. Exchange of information between Qlouder and Client takes place by means of enterprise cloud services like Google Drive, unless otherwise stated by Qlouder.

4.2. Qlouder commits to preserve confidentiality of information the best way possible, and will take reasonable precautions to protect the confidentiality of any data and information.


5 Collaboration of Client

5.1. Qlouder and Client share the common assumption that mutual cooperation is of great importance for the successful fulfilment of the agreement.

5.2. Client grants cooperation desired by Qlouder in a timely fashion.

5.3. Client supplies information desired by Qlouder in a timely fashion, and in addition all other information which, even if not explicitly requested by Qlouder, might be considered relevant for performance of the contract.


6 Statement of work

6.1. All activities of Qlouder for Client take place on the basis of a mutually signed statement of work.  

6.2. An acceptable statement of work is any proposal issued by Qlouder and agreed upon by Client.

6.3. The statement of work includes the goal and content of the activities, the planned period in which the activities will be performed and a statement of costs.

6.4. The declaration of costs is based on actual costs, unless otherwise stated by Qlouder.

6.5. The daily rate mentioned in the statement of work are based on eight working hours per working day. Working hours are between 08.00 and 18.00 hours, unless otherwise stated by Qlouder.

6.6. Surcharge percentage mentioned in statement of work applies to all activities outside working hours and/or time.


7 Advice

7.1. Qlouder advises the Client on the use of, the migration to and integration of Google Cloud solutions in compliance with the order confirmation. Applying the full or partial advice of Qlouder is at Client’s own risk.


8 Migrations

8.1. Migrating data of the Customer will always occur under the direction and responsibility of the Client, unless otherwise stated by Qlouder.


9 Software development

9.1. If the software development is part of the agreed upon tasks, the statement of work also contains a reference of the used project methodology.

9.2 Project Methodologies are used only as a guideline by Qlouder. Qlouder avoids rigid application of methods if this leads to unnecessary additional work.

9.3 Software development work is carried out in short iterations in which Qlouder works closely with the Client to achieve the target set for that iteration.

9.4 Part of each iteration is the acceptance by Client of the results of the iteration. Acceptance shall be effected by Clients confirmation to Qlouder that set goal(s) is/are achieved. If the final result, at the discretion of the Client, does not comply with the set goal, Client will specify on which part(s) the end result is not satisfactory.

9.5 No guarantee applies to software developed by Qlouder, unless otherwise explicitly stated by Qlouder in writing.


10 Payment

10.1. All prices are excluding sales tax (VAT).

10.2. Client will pay invoices of Qlouder within 30 days after invoice date.

10.3. In the event of a late payment, the Client owes Qlouder the statutory interest for trade agreements on top of the outstanding amount, without the need of any reminder or notice from Qlouder.

10.4. If Client is negligent to pay the outstanding amount, the Client is also obliged to pay the extrajudicial collection costs.

10.5. If Client stays negligent to fulfill its payment obligations, Qlouder may suspend the fulfilment of its obligations to the Client.


11 Termination

11.1. Both Qlouder and Client can terminate the agreement between parties in case the other party, after proper and detailed notice in which a reasonable period of time for compliance is set, fails to meet its fundamental obligations as mentioned in the agreement.

11.2. Fundamental obligations as mentioned in the preceding paragraph include Client’s payment obligations.

11.3. If Qlouder, in case of termination of the agreement, has already carried out services mentioned in the agreement, the agreement may only be terminated partly, solely for the services not yet carried out.


12 Liability

12.1. The total liability of  Qlouder in case of shortcomings in the fulfillment of the agreement is limited to a compensation for direct damages, and limited to the

honorarium that Qlouder has invoiced and received excluding VAT. In case of agreements with a duration over one year, the maximum amount Qlouder is liable for is the received honorarium from Client in the previous calendar year excluding VAT.

12.2. Any liability that Qlouder has for any other form of damage, including trading loss, consequential loss, lost revenue and profits, loss of data, or any other form of indirect damage is waived.

12.3. Client only has a right to compensation if the Client has reported the damage to the supplier immediately after occurrence.


13 Force Majeure

13.1. Neither one of the parties is obliged to fulfill any obligation when prevented from doing so due to force majeure. Force majeure on Qlouder’s side are in any case: government measures, power outages, failure of internet-, data network- or telecommunication facilities, war and terrorism.


14 Amendments

14.1. Amendments will be announced to Client one calendar month before they go into effect

14.2. Client is entitled to terminate the agreement with Qlouder as of the date of the modification of the Terms & Conditions, if the changes demonstrably result in a substantial worsening of the position of Client.


15 Applicable law

15.1. Dutch law applies to the agreements between Qlouder and Client.