General terms and conditions Digital Q B.V.

Besloten vennootschap Digital Q B.V. (hereinafter Digital Q) is registered with the Chamber of Commerce under number 70454086 and is located at Anton Pieckplein 117A (5171CV) in Kaatsheuvel.

Article 1 - Definitions

In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise.
Offer: Any offer or quotation to Customer to supply Products and/or to perform Services by Digital Q.
Company: the natural or legal person acting in the course of a profession or business.
Consumer: The natural person not acting in the exercise of a profession or business.
Services: the Services offered by Digital Q.
Product(s): the Products offered by Digital Q.
Workshop: The training provided by Digital Q to groups regarding the use of products.
Digital Q: the provider of Products and/or the service provider offering Services.
Client: The Company or Consumer entering into an Agreement (at a distance) with Digital Q.
Agreement: The purchase agreement (at a distance) for the sale and delivery of Products purchased by Customer from Digital Q and other obligations between Customer and Digital Q, as well as proposals by Digital Q for Services provided by Digital Q to Customer and accepted by Customer and accepted and executed by Digital Q with which these general terms and conditions form an indissoluble whole.

Article 2 - Applicability

These general terms and conditions apply to any Digital Q offer, any Agreement between Digital Q and Customer and any Service and/or Product offered by Digital Q.
Before an Agreement (at a distance) is concluded, Customer will be provided with these general terms and conditions. If this is not reasonably possible, Digital Q will indicate to Customer how Customer can inspect the general terms and conditions.
Deviation from these general conditions is not possible. In exceptional situations the general conditions may be deviated from insofar as this has been explicitly agreed in writing with Digital Q.
These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
The general terms and conditions of the Client are excluded.
If one or more provisions of these general terms and conditions are partially or wholly void or annulled, the remaining provisions of these general terms and conditions shall remain in force, and the void/annulled provision(s) shall be replaced by a provision with the same purport as the original provision.
Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions shall be assessed and explained according to the spirit of these general terms and conditions.
The applicability of articles 7:404 BW, 7:407 paragraph 2 BW and the articles relating to consumer purchases (Title 1 Book 7 BW) is explicitly excluded.
Where reference is made in these general terms and conditions to she/him/him, this should also be construed as a reference to he/she/him, if and to the extent applicable.
In case Digital Q has not always demanded compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.

Article 3 - The Offer

All Offers made by Digital Q are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under speciﬁc conditions, this shall be expressly stated in the Offer.
Digital Q is only bound to an Offer if it is confirmed by the Customer in writing within 30 days. Nevertheless, Digital Q has the right to refuse an Agreement with a (potential) Customer for a valid reason for Digital Q.
The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any Images and data in the offer are only indicative and cannot be a ground for any compensation or dissolution of the Agreement.
Offers or quotations do not automatically apply to follow-up orders.
Delivery times in Digital Q's offer are in principle indicative and if exceeded do not entitle Customer to rescission or damages, unless expressly agreed otherwise.

Article 4 - Conclusion of the Agreement

The Agreement comes into effect when the Customer has accepted an offer from Digital Q by paying for the relevant Product or Service.
An Offer can be made by Digital Q through the websites or through the quotation software.
Digital Q has the right to revoke the (digitally signed) Agreement within 5 working days of receiving the acceptance.
If an Offer is accepted by entering into an Agreement with Digital Q, Digital Q will confirm the Agreement in writing, or at least by e-mail. Digital Q is not bound by an Offer if Customer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Customer cannot derive any rights from this mistake or clerical error.
If the acceptance deviates (on minor points) from the Offer, Digital Q is not bound by it.
If the Client cancels an order that has already been confirmed, the actual costs already incurred (including time spent) will be charged to the Client.
Digital Q is not bound by an Offer if the Customer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Customer cannot derive any rights from this mistake or slip of the pen.
Any Agreement entered into with Digital Q or any project awarded to Digital Q by the Client is vested in the company and not in any individual person associated with Digital Q.
The right of withdrawal of Customer being a Business is excluded, unless otherwise agreed. Customer being a Consumer has the right of withdrawal during the statutory period of 14 days, unless Digital Q has already started the Services with the consent of Customer. Customer waives her right of withdrawal through this consent.
Products that cannot be returned due to (hygienic reasons, customisation, etc.) are excluded from the right of withdrawal. This is explicitly stated in the Offer.

Article 5 - Duration of the Agreement

The Agreement is entered into for a definite period, unless the content, nature or tenor of the order implies that it is entered into for an indefinite period. The duration of the assignment also depends on external factors including, but not limited to, the quality and timely delivery of the information obtained by Digital Q from Customer.
Both Customer and Digital Q may dissolve the Agreement on the grounds of an attributable failure in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable term to fulfil its obligations and it still fails to fulfil its obligations correctly at that time. This also includes the Customer's payment and cooperation obligations.
Dissolution of the Agreement shall not affect Customer's payment obligations to the extent that Digital Q has already performed work or delivered performance at the time of dissolution. Customer shall pay the agreed compensation.
The Customer is at all times entitled to terminate the Agreement in whole or in part, unless it concerns a subscription entered into for a term of 12 months (in the latter case, the Agreement may be terminated by registered letter with due observance of a notice period of three months. If the Agreement has not yet lasted three months, it may be terminated with a notice period of one month).
In the event of premature termination of the Agreement, Customer shall owe Digital Q the actual costs incurred up to that point at the agreed (hourly) rate. Digital Q's timesheets are leading in this respect.
Both the Customer and Digital Q may partly or completely terminate the Agreement in writing with immediate effect, without further notice of default, in case one of the parties is in suspension of payment, files for bankruptcy, or the company concerned ends by liquidation. If a situation as mentioned above occurs, Digital Q is never obliged to refund monies already received and/or compensation for damages.

Article 6 - Performance of services

Digital Q will endeavour to perform the agreed service with the utmost care as may be expected of a good service provider. Digital Q guarantees a professional and independent service. All Services are performed on the basis of an obligation of effort, unless explicitly agreed in writing on a result that is described in detail.
The Agreement under which Digital Q performs the Services is leading for the scope and extent of the services. The Agreement will only be performed for the benefit of the Customer. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
The information and data provided by Customer are the basis on which the Services offered by Digital Q and the prices are based. Digital Q has the right to adjust its Services and its prices if the information provided turns out to be incorrect and/or incomplete.
In performing the Services, Digital Q is not obliged or obliged to follow the Customer's instructions if this changes the content or scope of the agreed Services. If the instructions result in further work for Digital Q, Customer shall be obliged to pay the additional additional costs accordingly on the basis of a new quotation.
Digital Q is entitled to engage third parties to perform the Services at its discretion.
If the nature and duration of the order so require, Digital Q shall keep Customer informed of progress in the interim through the agreed means.
The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may affect any established planning. At no time is Digital Q liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Customer has not provided all requested information or has not provided it on time, or not in the desired format, insufficient cooperation, a possible advance payment has not been received on time by Digital Q, or there is a delay due to other circumstances that are for the account and risk of the Customer, Digital Q is entitled to a reasonable extension of the delivery period. All damage and additional costs as a result of delay due to a cause as mentioned above shall be for Customer's account and risk.

Article 7 - Opinions

Digital Q may, if so instructed, prepare an advice, plan of action, design, reporting, planning and/or reporting for the purposes of the services. The content thereof is not binding and only advisory in nature, but Digital Q will observe its duties of care. The customer decides on his own responsibility whether to follow the advice.
Advice provided by Digital Q, in whatever form, shall never be considered medical, legal, ﬁscal and/or accounting advice. Even if Digital Q assists Customer in negotiations, this advice is never legal advice. If Client interprets this advice as legal and/or ﬁscal advice, Client should first consult with a trained specialist (lawyer/ﬁscalist).
Customer is obliged at Digital Q's first request to assess proposals provided by it. If Digital Q is delayed in its work, due to Customer's failure to provide an assessment on a proposal made by Digital Q, or to do so in a timely manner, Customer shall at all times be responsible for the resulting consequences, such as delay.
The nature of the services implies that the result is at all times dependent on external factors that may influence Digital Q's reports and advice, such as the quality, accuracy and timely delivery of required information and data from the Customer and its employees. Client guarantees the quality and the timely and correct delivery of the necessary data and information.

Article 8 - Workshops

If commissioned, Digital Q may provide workshops for Client.
Order the Workshop online via the website, on the Workshop page. Client chooses the number of persons and the date. Next, Client should confirm and pay for the order. Client should bring the confirmation to the Workshop and show it to Digital Q upon entry.
Workshops take place outdoors at Digital Q's location. Digital Q has a large canopy with several outdoor kitchens, individual kamados and kamado tables. As the location is covered, the Workshop will in principle always take place.
The content of the Workshop offered by Digital Q is all-in. All preparations and drinks (kofﬁe, tea, soft drinks and non-alcoholic beer) are included.
The Workshop is conducted in groups of 2 and during the Workshop, techniques, practicalities and recipes are discussed. Client will have space during the Workshop to relax, ask questions and the opportunity or look around and exchange views with other Clients about Digital Q his hobby.
Conditions apply to the cancellation of an open Workshop:
1. the Workshop must be booked via booking system, a set date must be known.
2. cancellation must be requested in writing via the cancellation form on the website.
3. Full refund of the purchase price is only possible if the cancellation is received by Digital Q at least 72 hours before the start of the open Workshop.
4. if cancellation is made less than 72 hours before the start of the open Workshop, Digital Q reserves the right to credit 50% of the purchase price.

Article 9 - Delivery

If the start, progress or delivery of the Agreement is delayed because, for example, the Buyer has not or not timely provided all requested information, insufficient cooperation, the (down)payment has not been received on time by Digital Q or other circumstances beyond Digital Q's control cause any delay, Digital Q is entitled to a reasonable extension of the (delivery) date. All agreed (delivery) dates are never deadlines. The purchaser must give Digital Q written notice of default and allow a reasonable period for delivery. The delay does not entitle the purchaser to any damages.
The Buyer is obliged to accept the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Digital Q is entitled to store the goods at the Buyer's expense and risk.
If the Products are delivered by Digital Q or an external carrier, Digital Q is, unless agreed otherwise in writing, entitled to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
If Digital Q requires data from the Buyer in connection with the performance of the Agreement, the delivery time shall not commence until the Buyer has provided Digital Q with all the data necessary for performance.
If Digital Q has specified a delivery time, it is indicative. Longer delivery times apply for delivery outside the Netherlands.
Digital Q is entitled to deliver the goods in parts, unless the Agreement deviates from this or the partial delivery has no independent value. Digital Q is entitled to invoice the thus delivered goods separately.
Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. Digital Q reserves the right to refuse delivery if there are well-founded fears of non-payment.

Article 10 - Packaging and transport

Digital Q undertakes vis-à-vis Customer to package the goods to be delivered properly and to secure them in such a way that they reach their destination in good condition during normal use.
Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), packaging and packaging materials.
Acceptance of goods without any remarks on the waybill or receipt shall be deemed proof that the packaging was in good condition at the time of aﬂivery.

Article 11 - Examination and complaints

The Client shall be obliged to inspect the delivered Products or have them inspected at the time of delivery or handover, but in any case within 14 days of receipt of the delivered Products, and only to unpack or use the Products to the extent necessary to assess whether it retains the Product. In doing so, the Customer shall examine whether the quality and quantity of the delivered Products correspond with the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
Customer is obliged to examine and inform himself in which way the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. Digital Q acknowledges no liability for the incorrect use of the Product by Buyer.
Any visible defects or shortages must be reported to Digital Q in writing after delivery. Customer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days after discovery but no later than 6 months after delivery. In case of damage to the Product due to careless handling by the Customer himself, the Customer is liable for any decrease in value of the Product.
If, pursuant to the previous paragraph, complaints are submitted in time, Customer remains obliged to pay for the purchased goods. If Customer wishes to return defective goods, this shall only take place with Digital Q's prior written consent in the manner indicated by Digital Q.
If the Consumer uses his right of withdrawal, he will return the Product and all accessories, as far as reasonably possible, in original condition and packaging to Digital Q, in accordance with Digital Q's return instructions. The direct costs for return shipments are at the Buyer's expense and risk.
Report return within 14 days. Return within 14 days after reporting the return. Crediting the consumer within 14 days after reporting the return.
Digital Q is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
Refunds to Customer will be processed as soon as possible, but payment may take up to 14 days after receipt of the return. Refunds will be made to the account number previously provided.
If Client exercises its right of complaint, it shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
If delivery is not complete, and/or if one or more Products are missing, and this is attributable to Digital Q, Digital Q will, after a request to that effect by Customer, either send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is leading. Any damage suffered by Customer as a result of the (deviating) size of the delivery cannot be recovered from Digital Q.

Article 12 - Obligations of the Client

Customer is obliged to provide all information requested by Digital Q as well as relevant attachments and related information and data in time and/or before the start of the work and in the desired form for a correct and efficient execution of the Agreement. Failing this, Digital Q may not be able to realise full execution and/or delivery of the relevant documents. The consequences of such a situation shall at all times be for the Customer's account and risk.
Digital Q is under no obligation to verify the accuracy and/or completeness of the information provided to it or to update Client regarding the information if it has changed over time, nor is Digital Q responsible for the accuracy and completeness of the information compiled by Digital Q for third parties and/or provided to third parties in the context of the Agreement.
Digital Q may, if necessary for the execution of the Agreement, request additional information. Failing this, Digital Q is entitled to suspend its activities until the information has been received, without being obliged to compensate Customer for any damage for whatever reason. In case of changed circumstances Customer shall notify Digital Q immediately or not later than 3 working days after the change has become known.

Article 13 - Additional work and changes

If during the execution of the Agreement it appears that the Agreement needs to be adjusted, or further work is necessary at the request of the Customer to achieve the desired result of the Customer, the Customer is obliged to pay for this additional work according to the agreed rate. Digital Q is not obliged to comply with this request, and may require the Customer to conclude a separate Agreement and/or refer to an authorised third party for this purpose.
If the additional work is due to Digital Q's negligence, Digital Q has made a wrong estimate or could have reasonably foreseen the work in question, these costs will not be charged to Customer.

Article 14 - Prices and payment

During the validity period of the Offer, the prices of the Products offered will not be increased, except in the case of changes in the government-imposed VAT rates.
All prices are in principle inclusive of sales tax (VAT), unless otherwise agreed.
The prices mentioned in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
If there are Products or raw materials for which there are price fluctuations in the ﬁnancial market and over which Digital Q has no control, Digital Q may offer these Products with variable prices. The Offer will state that the prices are target prices and may fluctuate.
Customer is obliged to fully reimburse the costs of third parties deployed by Digital Q her after Customer's approval unless explicitly agreed otherwise.
The parties may agree that the Client should pay an advance. If an advance payment has been agreed, the Principal shall pay the advance payment before the performance of services is commenced.
The parties may agree that payment will be made in arrears.
The client cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
Digital Q is entitled to increase the applicable prices and rates annually in accordance with the applicable inﬂation rates. Other price changes during the Agreement are only possible if and insofar as they are explicitly stipulated in the Agreement.
In case of liquidation, insolvency, bankruptcy, involuntary liquidation or petition for payment against the Client, the payment and all other obligations of the Client under the Agreement shall become immediately due and payable.
If Digital Q has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Customer.

Article 15 - Collection policy

1. If the Customer does not meet its payment obligation and has not fulfilled its obligation within the payment term set for it, the Customer being a Business shall be in default by operation of law. Customer being a Consumer shall first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation with an indication of the extrajudicial costs if Consumer does not meet her obligations within that term, before she is in default.
2. From the date that Customer is in default, Digital Q shall be entitled, without further notice of default, to statutory commercial interest from the first day of default until full payment, and compensation of extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If Digital Q has incurred more or higher costs which are reasonably necessary, these costs shall be eligible for reimbursement. The integral judicial and execution costs incurred shall also be borne by Customer.

Article 16 - Retention of title

Insofar as the Customer would not have made an advance payment for the full order, all goods delivered by Digital Q shall remain Digital Q's property until the Customer has fulfilled all the following obligations under all Agreements concluded with Digital Q.
Customer is not authorised to pledge or otherwise encumber the goods subject to retention of title if ownership has not yet been transferred in full.
If third parties seize goods delivered under retention of title or wish to establish or assert rights to them, Customer is obliged to inform Digital Q as soon as can reasonably be expected.
Should Digital Q wish to exercise its property rights indicated in this article, Customer hereby gives unconditional and irrevocable permission and authorisation to Digital Q or third parties to be appointed by Digital Q to enter all those places where Digital Q's property is located and to take back those goods.
Digital Q has the right to retain the Products purchased by Customer if Customer has not yet fulfilled (in full) his payment obligations, despite an obligation to transfer or surrender them from Digital Q. After Customer has fulfilled his obligations Digital Q will make every effort to deliver the purchased Products to Customer as soon as possible, but no later than 20 working days.
Costs and other (consequential) damage resulting from the retention of the purchased Products are for the Customer's account and risk and shall be compensated to Digital Q by the Customer upon first request.

Article 17 - Warranty

Digital Q guarantees that the Products comply with the Agreement, the speciﬁcations stated in the offer, usability and/or soundness and the statutory rules/regulations at the time of the conclusion of the Agreement. This shall also apply if the Products to be delivered are intended for use abroad and the Buyer has expressly notified the Seller of this use in writing at the time of concluding the Agreement.

Article 18 - Privacy, data processing and security

Digital Q will handle the (personal) data of Customer with care and will only use them in accordance with the applicable standards. If requested, Digital Q will inform the data subject.
Customer is solely responsible for the processing of data processed using a Digital Q service. Customer also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context the Customer indemnifies Digital Q against any (legal) claim related to these data or the execution of the Agreement.
If Digital Q is required by the Agreement to provide security of information, such security shall comply with the agreed speciﬁcations and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.

Article 19 - Suspension and dissolution

Digital Q is entitled to retain the data, data files and more received or realised by it if Customer has not yet (completely) fulfilled her payment obligations. This right remains unaffected if a valid reason for Digital Q arises that justifies suspension in that case.
Digital Q is authorized to suspend the fulfilment of its obligations as soon as Customer is in default with the fulfilment of any obligation resulting from the Agreement, including late payment of its invoices. The suspension will immediately be confirmed to Customer in writing.
In such a case, Digital Q shall not be liable for any damage, on any grounds whatsoever, resulting from the suspension of its operations.
Digital Q is furthermore authorised to dissolve the Agreement without prior notice of default if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
In such a case, Digital Q shall not be liable for any damage, on any grounds whatsoever, resulting from the suspension of its operations.
If the Agreement is dissolved, Digital Q's claims against Customer are immediately due and payable. If Digital Q suspends the fulfilment of its obligations, it retains its claims under the law and Agreement.
The suspension (and/or dissolution) shall not affect Customer's payment obligations for work already performed. Furthermore, Customer is obliged to compensate Digital Q for any ﬁnancial loss suffered by Digital Q as a result of Customer's default.
Digital Q always retains the right to claim damages.

Article 20 - Force majeure

Digital Q is not liable if, as a result of a force majeure situation, it cannot fulfil its obligations under the Agreement, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted practice.
Force majeure includes in any case, but is not limited to what is understood in this respect in the law and jurisprudence, (i) force majeure of Digital Q's suppliers, (ii) failure to properly comply with obligations of suppliers prescribed or recommended by Customer to Digital Q, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of internet, data network and telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at Digital Q's company (xi) fire and (xii) other situations which in Digital Q's opinion are outside its sphere of influence that temporarily or permanently prevent performance of its obligations.
Digital Q is entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Digital Q should have fulfilled its commitment.
The parties may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
Insofar Digital Q has already partly fulfilled its obligations under the Agreement at the time of the commencement of the force majeure or will be able to fulfil them, and the fulfilled respectively to be fulfilled part has independent value, Digital Q is entitled to invoice the fulfilled respectively to be fulfilled part separately. Customer is obliged to pay this invoice as if it were a separate Agreement.

Article 21 - Limitation of liability

If any result stipulated in the Agreement is not achieved, a shortcoming of Digital Q shall be deemed to exist only if Digital Q expressly promised such result when accepting the Agreement.
If there is an attributable shortcoming by Digital Q, Digital Q shall only be obliged to pay any damages if the Customer has given Digital Q notice of default within 14 days after discovery of the shortcoming and Digital Q has subsequently failed to remedy this shortcoming within a reasonable period. The notice of default must be in writing and contain such an accurate description/substantiation of the deficiency as to enable Digital Q to respond adequately.
If the performance of Services by Digital Q leads to Digital Q's liability, such liability shall be limited to the total amount invoiced under the Agreement, but only in respect of direct damage suffered by Customer unless the damage is the result of Digital Q's wilful intent or recklessness bordering on wilful intent. Direct damage shall mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, the direct damage, the liability and the manner of recovery.
Digital Q expressly excludes all liability for consequential damages. Digital Q shall not be liable for indirect damage, trading losses, loss of profits and/or losses suffered, missed savings, damage due to business stagnation, asset losses, delay damage, interest damage and immaterial damage.
Customer shall indemnify Digital Q against all claims by third parties due to a defect resulting from a service provided by Customer to a third party and partly consisting of Services provided by Digital Q, unless Customer can prove that the damage was caused solely by Digital Q's service.
Any advice provided by Digital Q, based on incomplete and/or incorrect information provided by the Customer, shall never be a ground for liability of Digital Q.
The content of Digital Q's delivered advice is not binding and only advisory in nature. Customer decides for himself and at his own responsibility whether to follow the proposals and advice of Digital Q mentioned herein. All consequences resulting from following the advice are for the account and risk of Customer. Customer is at all times free to make her own choices deviating from the advice provided by Digital Q. Digital Q is not obliged to any form of restitution if this is the case.
If a third party is engaged by or on behalf of Customer, Digital Q shall never be liable for the actions and advice of the third party engaged by Customer as well as the processing of results (of drafted advice) of the third party engaged by Customer in Digital Q's own advice.
Digital Q is not liable for and/or obliged to repair damage caused by the use of the Product. Digital Q provides strict maintenance and usage instructions that must be followed by the Purchaser. All damage to Products resulting from wearing and use is explicitly excluded from liability (this includes traces of use, user damage, fall damage, light and water damage, theft, loss, etc.). For Consumers, a limitation applies in accordance with what is permitted under article 7:24 paragraph 2 of the Dutch Civil Code.
Digital Q is not liable for damage that is or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
Digital Q is not responsible for any errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
Digital Q is not responsible for the correct and complete transmission of the content of and e-mail sent by/on behalf of Digital Q, nor for its timely receipt.
All Customer's claims for shortcomings on the part of Digital Q shall lapse if they have not been reported to Digital Q in writing, stating reasons, within one year after Customer was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Digital Q's liability lapses.

Article 22 - Transfer of risk

The risk of loss of or damage to the Products that are the subject of the Agreement shall pass to Customer at the moment the goods leave Digital Q's warehouse. This includes damage resulting from overheated transport.

Article 23 - Confidentiality

Digital Q and Client undertake to keep confidential all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected to be confidential information. Confidentiality shall not apply if the information concerned is already public/general knowledge, the information is not confidential and/or the information has not been disclosed to Digital Q during the course of the Agreement with the Customer and/or has otherwise been obtained by Digital Q.
In particular the confidentiality relates to advice, reports, designs, working methods and/or reports drawn up by Digital Q concerning the Customer's assignment. The Customer is expressly forbidden to share the contents thereof with employees who are not authorised to take cognisance thereof and with (unauthorised) third parties. Furthermore, Digital Q shall always exercise due care in handling all business-sensitive information provided by the Customer.
If Digital Q is obliged on the basis of a statutory provision or a judicial decision to (communicate) the confidential information to a third party designated by the law or a competent court or indicated third party and Digital Q cannot invoke a right to privilege, Digital Q shall not be obliged to pay any compensation and shall not give the Customer any ground for dissolution of the Agreement.
The transfer or distribution of information to third parties and/or publication of productions provided by Digital Q to third parties shall require Digital Q's written consent, unless such consent has been expressly agreed in advance. Customer shall indemnify Digital Q for all claims by such third parties resulting from reliance on such information distributed without Digital Q's written consent.
Digital Q and Client also impose the confidentiality obligation on the third parties they engage.

Article 24 - Intellectual property rights

All IP rights and copyrights of Digital Q including in any case, but not limited to, all designs, models, reports and advice shall belong exclusively to Digital Q and shall not be transferred to Customer unless expressly agreed otherwise.
If it is agreed that one or more of the aforementioned items and/or works of Digital Q will be transferred to Customer, Digital Q is entitled to conclude a separate Agreement for this and to demand an appropriate monetary compensation from Customer. Such compensation shall be paid by Customer before she acquires the relevant goods or works with the IP rights vested therein.
The Customer is prohibited from disclosing and/or reproducing, modifying or making available to third parties (including use for commercial purposes) all documents and software subject to Digital Q's IP rights and copyrights without Digital Q's explicit prior written consent. If the Customer wishes to make changes to items delivered by Digital Q, Digital Q must explicitly approve the intended changes.
The Customer is prohibited from using the items and documents subject to Digital Q's intellectual property rights other than as agreed in the Agreement.
The parties will inform each other and take joint action if IP rights are infringed.

Article 25 - Indemnity and accuracy of information

The Customer itself is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in any form whatsoever that it provides to Digital Q in the context of an Agreement, as well as for data obtained from third parties and provided to Digital Q for the performance of the Service.
Client shall indemnify Digital Q from any liability pursuant to failure to comply with obligations relating to the timely provision of all accurate, reliable and complete data, information, documents and/or records.
Customer shall indemnify Digital Q for all claims by Customer and third parties engaged by it or working under it, as well as by customers of Customer, based on the failure to obtain any subsidies and/or permissions required within the framework of the execution of the Agreement (in a timely manner).
Customer shall indemnify Digital Q for any claims by third parties who suffer damage in connection with the execution of the Agreement and which is attributable to Customer.
Customer shall indemnify Digital Q for all claims of third parties arising from the work performed for Customer, including but not limited to intellectual property rights on the data and information provided by Customer that may be used in the performance of the Agreement and/or Customer's acts or omissions vis-à-vis third parties.
If Customer provides electronic files, software or information carriers to Digital Q, Customer guarantees that they are free of viruses and defects.

Article 26 - Complaints

If Customer is not satisfied with Digital Q's service or otherwise has complaints about the execution of his order, Customer is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant occasion that led to the complaint. Complaints can be reported verbally or in writing via [email protected] with the subject line "Complaint".
The complaint must be sufficiently substantiated and/or explained by the Customer for Digital Q to be able to handle the complaint.
Digital Q will respond to the complaint in substance as soon as possible, but no later than 7 calendar days after receipt of the complaint.
The parties will try to reach a solution jointly.
From 15 February 2016, it is also possible for EU consumers to file complaints through the European Commission's ODR platform. This ODR platform can be found at http://ec.europa.eu/odr. If your complaint is not already pending elsewhere, you are free to file your complaint through the European Union platform.

Article 27 - Applicable law

The legal relationship between Digital Q and Customer is governed by Dutch law.
Digital Q has the right to modify these general terms and conditions and will inform Customer accordingly.
All disputes arising from or as a result of the Agreement between Digital Q and Customer shall be settled by the competent court of the District Court of Zeeland-West Brabant, location Breda unless provisions of mandatory law designate another competent court.

Kaatsheuvel, 1 November 2021