GENERAL TERMS AND CONDITIONS – Que Communicatie

These are the Terms and Conditions of Que ?! Communication. These General Terms and Conditions apply to all our offers, quotations, invoices and agreements. If you have any questions, you can of course always contact us.

Definitions

Que?! Communicatie: Que?! Communicatie, established in Barcelona, Chamber of Commerce no. Y1701744B.
Customer: the person with whom Que?! Communicatie has entered into an agreement.
Parties: Que?! Communicatie and customer together.
Consumer: a customer who is an individual acting for private purposes.

Applicability

These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Que?! Communicatie.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

Offers and quotations from Que?! Communicatie are without engagement, unless expressly stated otherwise.
An offer or quotation is valid for a maximum period of 2 weeks (14 days) from its date, unless another acceptance period is stated in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Acceptance

Upon acceptance of a quotation or offer without engagement, Que?! Communicatie reserves the right to withdraw the quotation or offer within three (3) days after receipt of the acceptance, without any obligations towards the customer.
Verbal acceptance of the customer only commits Que?! Communicatie after the customer has confirmed this in writing (or electronically).

Prices

All prices used by Que?! Communicatie are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
Que?! Communicatie is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
The price regarding services is determined by Que?! Communicatie based on the actual working hours.
The price is calculated according to the usual hourly rates of Que?! Communicatie, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
If the parties have agreed on a total amount for a service provided by Que?! Communicatie, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
Que?! Communicatie is entitled to deviate up to 10% of the target price.
If the target price exceeds 10%, Que?! Communicatie must let the customer know in due time why a higher price is justified.
If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
Que?! Communicatie has the right to adjust prices annually.
Que?! Communicatie will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with Que?! Communicatie if he does not agree with the price increase.

Payments and payment term

Que?! Communicatie may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
The customer must have paid the full amount within seven (7) days after delivery of the product.
Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Que?! Communicatie having to send the customer a reminder or to put him in default.
Que?! Communicatie reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

If the customer does not pay within the agreed term, Que?! Communicatie is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Que?! Communicatie.
The collection costs are calculated based on the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, Que?! Communicatie may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Que?! Communicatie on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by Que?! Communicatie, he is still obliged to pay the agreed price to Que?! Communicatie.

Suspension of obligations by the customer

The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Settlement

The customer waives his right to settle any debt to Que?! Communicatie with any claim on Que?! Communicatie.

Insurance

The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
o goods delivered that are necessary for the execution of the underlying agreement
o goods being property of Que?! Communicatie that are present at the premises of the customer
o goods that have been delivered under retention of title.
At the first request of Que?! Communicatie, the customer provides the policy for these insurances for inspection.

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Que?! Communicatie, not obligations of results.

Performance of the agreement

Que?! Communicatie executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Que?! Communicatie has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that Que?! Communicatie can start the implementation of the agreement on time.
If the customer has not ensured that Que?! Communicatie can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

The customer shall make available to Que?! Communicatie all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, Que?! Communicatie will return the relevant documents.
If the customer does not timely and properly provides the information, data or documents reasonably required by Que?! Communicatie and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Duration of the agreement

The agreement between Que?! Communicatie and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of one (1) month, or if a consumer terminates the agreement with due observance of a notice period of one (1) month / the agreement ends at the end of the fixed term.
If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Que?! Communicatie a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Cancellation of the contract for an indefinite period of time

The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of (one) 1 month.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of one (1) month.

Intellectual property

Que?! Communicatie retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, etc., unless parties have agreed otherwise in writing.
The customer may not have the said intellectual property rights (or having it copied), showing it to third parties and / or making it available or using it in any other way, without the prior written consent of Que?! Communicatie.

Confidentiality

The client keeps any information he receives (in whatever form) from Que?! Communicatie confidential.
The same applies to all other information concerning Que?! Communicatie of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Que?! Communicatie.
The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
The obligation of secrecy described in this article does not apply to information:
o which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality
o which is made public by the customer due to a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.

Penalties

If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Que?! Communicatie an immediately due and payable fine of €1.000,00 (one thousand euro) if the customer is a consumer and €5.000,00 (five thousand euros) if the customer is a company for each violation.
In addition an amount of 5% of the aforementioned amount can be charged for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Que?! Communicatie including its right to claim compensation in addition to the fine.

Indemnity

The customer indemnifies Que?! Communicatie against all third-party claims that are related to the products and/or services supplied by Que?! Communicatie.

Complaints

The customer must examine a product or service provided by Que?! Communicatie as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Que?! Communicatie of this as soon as possible, but in any case within one (1) month after the discovery of the shortcomings.
Consumers must inform Que?! Communicatie of this within two months after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings, so that Que?! Communicatie can respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Que?! Communicatie being forced to perform other work than has been agreed.

Giving notice

The customer must provide any notice of default to Que?! Communicatie in writing.
It is the responsibility of the customer that a notice of default actually reaches Que?! Communicatie (in time).

Joint and several Client liabilities

If Que?! Communicatie enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Que?! Communicatie under that agreement.

Liability of Que?! Communicatie

Que?! Communicatie is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Que?! Communicatie is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
Que?! Communicatie is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If Que?! Communicatie is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Que?! Communicatie shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution

The customer has the right to dissolve the agreement if Que?! Communicatie imputably fails in the fulfilment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfilment of the obligations by Que?! Communicatie is not permanent or temporarily impossible, dissolution can only take place after Que?! Communicatie is in default.
Que?! Communicatie has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give Que?! Communicatie good grounds to fear that the customer will not be able to fulfil his obligations properly.

Force majeure

In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Que?! Communicatie in the fulfilment of any obligation to the customer cannot be attributed to Que?! Communicatie in any situation independent of the will of Que?! Communicatie, when the fulfilment of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from Que?! Communicatie.
The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises because of which Que?! Communicatie cannot fulfil one or more obligations towards the customer, these obligations will be suspended until Que?! Communicatie can comply with it.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
Que?! Communicatie does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages because of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions

Que?! Communicatie is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Que?! Communicatie with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

The customer cannot transfer its rights deferring from an agreement with Que?! Communicatie to third parties without the prior written consent of Que?! Communicatie.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Que?! Communicatie had in mind when drafting the conditions on that issue.

Applicable law and competent court

Spanish law is exclusively applicable to all agreements between the parties.
The Spanish court in the district where Que?! Communicatie is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.