General terms and conditions

These general terms and conditions (hereinafter: General Terms and Conditions) apply to the services offered by Quest Forecast to the other party (hereinafter: the Client) (hereinafter: the Parties and each separately a Party) and the resulting Agreement, as well as all agreements and other contractual relationships to be concluded between the Parties. In these General Terms and Conditions, Quest Forecast is understood to mean Quest Forecast B.V. and any subsidiary and any other affiliated company that has declared these General Terms and Conditions applicable to itself in relation to the other Party.

GENERAL PROVISIONS

1. Starting points

1.1 In the event of any conflict between the General Terms and Conditions and any other appendices agreed between the Parties, the General Terms and Conditions shall prevail unless an appendix explicitly stipulates otherwise.

1.2 The applicability of any purchasing or other terms and conditions of the Client is expressly rejected. The signing or (tacit) acceptance by Quest Forecast of documents from the Client
on which such general terms and conditions are declared to apply (e.g., preprinted on letterhead) shall never constitute acceptance thereof.

1.3 If reference is made to agreements agreed in writing with regard to communication with the Client, this refers exclusively to correspondence by letter and email and the digital acceptance of the
Agreement.

2. Agreement

2.1 The agreement between the Parties (“Agreement”) shall be concluded as soon as the Client makes use of the trial period.

2.2 The Agreement between the Client and Quest Forecast is initially entered into for a period of one year and cannot be terminated prematurely. The Agreement will then be extended for an indefinite period. The Client may terminate the Agreement in writing after the initial term, subject to a notice period of one month.

3. Cooperation

3.1 The input provided by the Client is important for the accuracy and completeness of the results. Although Quest Forecast will always endeavor to ensure that the processed data is accurate and complete, Quest Forecast cannot guarantee that it is error-free for this reason. The Client therefore undertakes to regularly check the accuracy and completeness of the data.

3.2 The Client shall provide Quest Forecast with the information and cooperation deemed reasonably necessary for the performance of the Agreement in a timely manner. The Client guarantees that the information it provides is accurate and complete and shall ensure that it is delivered on time.

4. Intellectual Property Rights

4.1 “Intellectual Property Rights” means all intellectual property rights, including copyrights, trademark rights, patent rights, and trade name rights, relating to any work, including documents, designs, computer software, custom software, and/or other information, whether or not recorded electronically.

4.2 All Intellectual Property Rights of Quest Forecast remain vested in Quest Forecast or the third party from whom Quest Forecast has obtained the right to make the work available to the Client. The Intellectual Property Rights relating to any work shall not be transferred to the Client in any way. If Quest Forecast grants a right of use to the Client, this shall be a non-exclusive, non-transferable, and non-sublicensable right of use.

4.3 All Intellectual Property Rights of the Client remain vested in the Client or the third party from whom the Client has obtained the right to use the work.

4.4 All Intellectual Property Rights to all software and documentation developed or made available under the Agreement, as well as preparatory material thereof, are vested exclusively in Quest Forecast. The Client is not entitled to dispose of, encumber, or sublicense the software and documentation. The Client shall not reproduce, publish, or make copies of the software or the items referred to in this provision.
The Client is permitted to make copies of user manuals (if available) for internal use.

5. Pricing

5.1 Quest Forecast has the right to change the rates. Quest Forecast will inform the Client of the change at least 30 days in advance via the application. If the change involves an increase, the Client has 30 days after being informed to terminate the Agreement. The Client is deemed to have agreed to a rate change if the Client does not terminate the Agreement within the aforementioned period.

5.2 All rates quoted by Quest Forecast are exclusive of VAT and in euros, and can be found at www.questforecast.com/tarieven/.

5.3 If the Client fails to fulfill its (financial) obligations towards Quest Forecast, for example if the payment is reversed, refused, or canceled, the Client will automatically be in default from that moment on without notice of default being required. Quest Forecast has the right to suspend the further execution of the Agreement, in whole or in part, and to restrict or block the Client’s access in whole or in part.

5.4 The Client is not entitled to any discount or set-off. If the Client fails to pay invoices within the agreed term, the Client will owe statutory interest on the outstanding amount as referred to in Articles 6:119a and 6:120 of the Dutch Civil Code (statutory interest in commercial transactions). If the claim is referred to a collection agency, the Client will also be obliged to pay reasonable compensation for the extrajudicial costs and, insofar as these are not part of the legal costs, the costs involved in legal proceedings relating to the collection of this claim or the exercise of rights in any other way.

6. Billing terms

6.1 After the trial period, the Client shall owe Quest Forecast a monthly fee in advance to retain the Client’s data in the application for the duration of the Agreement (the “Basic Office License”). The Basic Office License shall be paid monthly in advance by direct debit or shall be paid to the account within the specified payment term.

6.2 In addition to the aforementioned fixed monthly fee, the Client may link additional administrations and/or purchase additional services in the application when activating Forecast PRO, including additional cases. These services will be paid monthly in arrears by direct debit or will be paid on account within the specified payment term.

6.3 All invoices that are not automatically debited by or on behalf of Quest Forecast by means of direct debit shall be paid by the Client within 30 (thirty) days of the invoice date.

6.4 If the Parties agree on additional consultancy work, the rate will be agreed with the Client in advance. If the work is carried out on the basis of subsequent calculation, the Client will receive a monthly invoice for the work performed. If the Parties have agreed on a fixed amount, 50% will be invoiced in advance and the remainder of the invoice will be invoiced retrospectively once Quest Forecast indicates that the work has been completed. Quest Forecast will commence the work after the pre-invoiced amount has been paid by the Client. These General Terms and Conditions apply to this work at all times, unless the Parties explicitly agree otherwise.

7. Confidentiality

7.1 The parties shall maintain strict confidentiality with regard to all information that has come to their knowledge in the context of the performance of the Agreement and whose confidential nature they are aware of or can reasonably suspect, unless disclosure is permitted or required by law or by a court of law.

7.2 The parties guarantee that all persons engaged by them directly or indirectly will comply with the obligations set out in this article.

7.3 Unless otherwise agreed in writing, Quest Forecast is permitted to announce the conclusion of the Agreement in one or more (press) releases.

8. Privacy

8.1 Insofar as the trial period (and subsequently the Agreement) involves the processing of personal data by Quest Forecast on behalf of and for the purposes of the Client, Quest Forecast hereby acts as a processor. In that capacity, Quest Forecast will comply with all legal obligations incumbent upon it as a processor. By starting the trial period (and subsequently entering into the relevant Agreement),
the Client instructs Quest Forecast to process personal data under the conditions set out in the processing agreement applicable between the Parties. Due to the applicability of these General Terms and Conditions, the Parties have also agreed to Quest Forecast’s applicable processing agreement, which forms part of the cooperation between the Parties during the trial period (and subsequently under the Agreement). This processing agreement is available via this link.

9. Use of services

9.1 The use of Quest Forecast’s services is also subject to a Service Level Agreement (“SLA”). The SLA forms part of these General Terms and Conditions and is available via this link.

10. Deadlines

10.1 Where Quest Forecast mentions deadlines, these have been set to the best of its knowledge based on the information known to Quest Forecast at the time of entering into the Agreement and will be observed as far as possible.

10.2 Insofar as delivery dates and/or deadlines are stated in any (appendix to the) Agreement, these are indicative and do not constitute strict deadlines, unless expressly stated otherwise. In all cases, even if the Parties have expressly agreed on a deadline in writing, Quest Forecast will only be in default after it has been given proper, detailed notice of default in writing by the Client and Quest Forecast still fails to comply properly after the expiry of a reasonable period specified in that notice of default.

10.3 Quest Forecast is not bound by (delivery) deadlines that can no longer be met due to circumstances beyond its control that arose after the Agreement was entered into. If any deadline is likely to be exceeded, Quest Forecast and the Client will consult with each other as soon as possible.

11. Information

11.1 If Quest Forecast provides the Client (or its employees) with substantive information or advice in the field of taxation, legislation and regulations, and/or other subjects of a similar nature, this will be done on the condition and in the expectation that the Client will verify the information and/or advice or have it verified by experts. Quest Forecast’s services are based on theoretical foundations in the construction of the financial model and express guides, and not on legal principles that are subject to annual changes. Quest Forecast accepts no responsibility or liability for the accuracy and/or completeness of this information/advice.

12. Liability

12.1 Quest Forecast will at all times endeavor to perform its services as carefully as possible. However, Quest Forecast is not liable for any form of damage resulting from or related to the failure to fulfill any obligation of Quest Forecast, or any unlawful act.

12.2 The Client indemnifies Quest Forecast against any claims from the Client’s personnel relating to the services provided by Quest Forecast on behalf of the Client.

12.3 The previous paragraphs of this article do not apply if and insofar as the damage in question was caused by intent or deliberate recklessness on the part of Quest Forecast.

13. Force majeure

13.1 In the event of force majeure affecting one of the Parties, the obligations under this Agreement will be suspended for as long as the force majeure situation persists. Force majeure also includes a failure on the part of Quest Forecast’s suppliers. However, the suspension shall not apply to obligations that are not affected by the force majeure and/or obligations that arose before the force majeure situation occurred.

13.2 If the force majeure situation lasts longer than thirty (30) days, the Parties shall be entitled to terminate the Agreement by means of a registered letter, unless it is foreseeable that the force majeure situation will be resolved within a reasonable period of time. In that case, any work already performed under the Agreement will be settled proportionally, without the Parties owing each other anything else.

14. Subcontracting and transfer

14.1 Quest Forecast is permitted to engage third parties in the performance of its obligations. The application of Section 7:404 of the Dutch Civil Code is expressly excluded in this regard. However, the Parties are not permitted to transfer the rights under the Agreement to a third party without the prior written consent of the other Party.

15. Destruction

15.1 The invalidity or nullity of any provision of the Agreement (including these General Terms and Conditions) shall not affect the validity of the remaining provisions.

16. Dissolution and termination

16.1 A Party is entitled to terminate the Agreement with immediate effect, without notice of default and without judicial intervention, in whole or in part, without any obligation to compensate the Parties for any damage, if one of the following circumstances arises:

a. the other Party is declared bankrupt;

b. the other Party is granted a moratorium on payments (whether provisional or not);

c. the other Party’s business is liquidated or discontinued.

16.2 In the event of termination, the termination shall only apply to obligations arising after the moment of termination and shall therefore not have retroactive effect.

16.3 Quest Forecast is free to continue providing services to the Client on a replacement application and/or to release more extensive functionality for the existing application. This will then become the application within the meaning of the Agreement. Rights and obligations under the Agreement between Quest Forecast and the Client that, by their nature and content, are intended to continue, including those relating to intellectual property, liability, force majeure, and dispute resolution, shall remain in full force and effect after termination or dissolution of the Agreement.

17. Applicable law and choice of forum

17.1 Dutch law applies to the Agreement and the General Terms and Conditions. All disputes arising from or related to the Agreement and the General Terms and Conditions will be settled by the competent court in Amsterdam.

18. Changes

18.1 Quest Forecast may make changes to the content or scope of the services offered in response to, for example, changes in relevant legislation and regulations, as well as changes in other regulations issued by competent authorities.

18.2 Quest Forecast may amend these General Terms and Conditions. The amended terms and conditions will take effect 30 calendar days after the Client has been notified of the amendment in writing, unless a written objection to the amendments is lodged within fourteen days of notification of the amendment. If the Client does not wish to continue the Agreement under the amended General Terms and Conditions, the Client must terminate the Agreement within 30 days of being informed. The Client will be deemed to have agreed to the amended terms and conditions if the Client does not terminate the Agreement within the aforementioned period.