Terms & Conditions
Quality & eXcellence by design
Article 1 Applicability
1.1 These Terms & Conditions apply to and form part of all offers, quotations, assignments, order confirmations, agreements, deliveries and all other legal acts between QX-Innovations and Licensee.
1.2 Deviations from these Terms & Conditions are possible if mutually agreed upon, but are only valid if recorded in writing. Any other terms not explicitly and in writing accepted by QX-Innovations are not binding.
1.3 The applicability of purchasing conditions or other general terms from third parties or from the Licensee is expressly rejected and shall not bind QX-Innovations unless explicitly accepted in writing.
Article 2 Establishment and execution of agreements
2.1 All offers made by QX-Innovations, regardless of form, are non-binding unless explicitly stated otherwise, and are valid for acceptance within fourteen (14) days unless otherwise stated in writing.
2.2 QX-Innovations is only bound to an offer if it has been accepted in writing by the Licensee within fourteen (14) days, unless stated otherwise.
2.3 QX-Innovations explicitly reserves the right to modify quotations prior to agreement or withdraw them entirely at any moment.
2.4 Offers and quotations issued by QX-Innovations shall not automatically apply to future assignments.
2.5 An agreement is established once (i) an offer made by QX-Innovations is accepted within the stated term or (ii) an offer/order from Licensee is accepted by QX-Innovations. The written agreement replaces any prior verbal or written agreements.
2.6 A combined price quotation does not oblige QX-Innovations to perform part of the assignment for a proportional price.
2.7 If required for proper performance, QX-Innovations may engage third parties to carry out (part of) the work.
Article 3 Price
3.1 If QX-Innovations provides an estimate of hours and costs, this is done to the best of its knowledge.
3.2 Prices listed in quotations exclude VAT, government-imposed fees, and any additional costs such as shipping or administration unless otherwise agreed.
3.3 QX-Innovations is entitled to increase agreed pricing if conditions change, work is extended or accelerated, or circumstances lead to a disproportionate cost-benefit relation. Such increases do not give Licensee the right to cancel the agreement.
Article 4 Payment
4.1 Unless otherwise agreed in writing, invoices must be paid within fourteen (14) days of invoice date to the designated account of QX-Innovations.
4.2 The startup fee, as stated in the quotation, must be paid within fourteen (14) days after signing. Installation and setup will only begin after payment has been received.
4.3 Licensee is not entitled to suspend payments or offset claims against amounts owed.
4.4 Failure to pay allows QX-Innovations, without judicial intervention, to suspend or terminate the agreement without compensation obligations.
4.5 In case of late payment, statutory commercial interest becomes due without further notice, plus all related costs including out-of-court collection fees.
4.6 Payments are first allocated to costs, then interest, and finally principal, starting from the oldest outstanding invoice.
Article 5 Retention of title & right of pledge
5.1 Delivered products remain property of QX-Innovations until full payment is completed, including interest and costs. Retention applies also in case of damages, fines or other claims arising from violations of these Terms or the Agreement.
5.2 Licensee may not pledge, encumber or transfer delivered products under retention without written permission from QX-Innovations.
5.3 Licensee must notify QX-Innovations immediately of any third-party seizure involving such products.
5.4 Licensee must insure retained products against theft, fire, water damage and provide proof upon request.
5.5 Licensee grants QX-Innovations the unconditional right to access any location where retained goods are held to reclaim them if necessary.
Article 6 Access to and use of Products
6.1 Licensee must use the designated Payment Service Provider unless explicitly agreed otherwise in writing.
6.2 Licensee is responsible for using a compatible POS system. Failure to inform QX-Innovations or ignoring compatibility recommendations is at Licensee’s own risk.
6.3 Licensee is responsible for safe use of access credentials and must keep them confidential.
6.4 Access credentials are strictly personal and non-transferable.
6.5 QX-Innovations may change access credentials and will inform Licensee accordingly.
6.6 Licensee must immediately report unauthorized use.
6.7 QX-Innovations may block access privileges in case of misuse.
6.8 Licensee shall refrain from: sending spam, security breaches, unlawful actions, violating IP rights, publishing illegal materials, hacking systems, or any other prohibited use. QX-Innovations may immediately remove unlawful data without liability.
Article 7 Delivery, lead times and complaints
7.1 Delivery times are indicative and based on conditions at time of agreement.
7.2 Exceeding delivery time does not entitle Licensee to compensation, cancellation or failure to meet obligations.
7.3 Delivery takes place once products are made available, installed or digitally accessible.
7.4 Complaints must be reported in writing within ten (10) days after delivery.
Article 8 Liability and risk
8.1 QX-Innovations strives for maximum availability but does not guarantee uninterrupted or flawless operation.
8.2 QX-Innovations is not liable for defects unless caused by intent or deliberate recklessness.
8.3 QX-Innovations is never liable for indirect damages such as financial losses, lost profits, downtime or business interruption.
8.4 QX-Innovations is not liable for external system failures including banking systems, providers, infrastructure or third-party integrations.
8.5 Licensee is responsible for correct entry of product data, pricing, ingredients, etc.
8.6 Liability is limited to the total subscription value of the affected service or the payout by liability insurance.
8.7 Licensee indemnifies QX-Innovations for third-party claims arising from improper actions or breach of these Terms.
Article 9 Duration and termination
9.1 Agreements run for one (1) year unless otherwise agreed and are renewed automatically each year.
9.2 Agreements can be terminated in writing with a three (3)-month notice period, without compensation obligations.
9.3 Upon termination, products provided must be returned within fourteen (14) days or replacement value will be charged.
Article 10 Suspension & dissolution
10.1 QX-Innovations may suspend or terminate the agreement if Licensee fails to meet obligations or if justified doubt exists regarding continuity.
10.2 QX-Innovations may dissolve agreements in case of force majeure or financial issues such as bankruptcy.
Article 11 Force majeure
11.1 Force majeure releases QX-Innovations from compliance obligations.
11.2 Force majeure includes: natural disasters, epidemics, war, civil unrest, power failures, strikes, fire, supplier issues, system breakdowns, and more.
11.3 Previously fulfilled work is invoiced separately in case of force majeure.
Article 12 Intellectual property
12.1 QX-Innovations retains full IP rights to delivered products, software, tools, calculations, layouts and documentation.
12.2 Licensee receives a usage license only after full payment. Source codes remain property of QX-Innovations and may not be disclosed or reproduced.
12.3 Registering QX-Innovations branded products as trademarks or patents is prohibited.
12.4 Licensee indemnifies QX-Innovations from claims relating to provided materials used by QX-Innovations.
Article 13 Applicable law & competent court
13.1 Dutch law applies exclusively.
13.2 The competent court is that of the district where QX-Innovations is registered, unless mandatory legislation dictates otherwise.
Article 14 Amendments to Terms & Conditions
14.1 QX-Innovations may amend these Terms & Conditions at any time. New conditions take effect on the communicated date or upon their delivery to Licensee.