1. Definitions
In these Terms and Conditions, the following definitions shall apply:
1.1. “Service Agreement”: the agreement between Inteqrate and the Client which sets out the legal relationship between the parties for the provision of services as well as the resulting agreements.
1.2. “Client”: any natural or legal person with whom Inteqrate has entered into a Services Agreement.
1.3. “Inteqrate”: (Chamber of Commerce: 86851314), which provides services to the Client under the Services Agreement.
2. Rates
All rates quoted by Inteqrate are exclusive of VAT and other statutory levies.
3. Termination
3.1. Extrajudicial dissolution shall be in writing only.
3.2. Each of the parties shall be entitled, without any demand, notice of default or other announcement being required, to dissolve the Service Agreement out of court, if:
a. the other party applies for (temporary) suspension of payment or is granted (temporary) suspension of payment;
b. the Other Party applies for its own bankruptcy or is declared bankrupt;
c. the business of the other party is liquidated
d. the other party ceases its business;
e. a considerable part of the other party’s capital is seized through no fault of the other party, or if the other party must be deemed no longer able to meet its obligations under the Service Agreement in any other way.
3.3. If, at the time of dissolution, the customer had already received performance in the performance of the Service Agreement, he may only dissolve that agreement in part and only in respect of that part that has not yet been performed.
3.4. Amounts that Inteqrate has invoiced to the client prior to the dissolution will continue to be owed to it by the client in full and will become immediately due and payable at the time of dissolution.
4. Suspension
4.1. If the client fails to fulfil a due and payable obligation arising from the Service Agreement, or fails to do so in full or on time, Inteqrate is entitled to suspend its obligations towards the client without further notice, without thereby being liable to pay any compensation to the client.
5. Liability
5.1. A party that imputably fails to comply with one or more of its obligation(s) under the Service Agreement shall be liable to the other party for the direct damage arising therefrom, subject to the provisions of this article.
5.2. Liability for indirect or consequential damage, such as turnover or profit not enjoyed, interest or delay damage, missed savings or reputation damage is excluded.
5.3. To the extent that Inteqrate is subject to any (legal) liability – on the grounds of contractual liability, tort or other legal or extra-legal ground – and Inteqrate is obliged to compensate any damage, the damage to be compensated will be limited to the invoice amount.
5.4. Inteqrate will never be liable for damage caused by third parties. Inteqrate will also never be liable for damage resulting from abuse or unauthorised use of the (login) data of the system of the Client.
6. Force majeure
6.1. A force majeure situation may make it impossible for Inteqrate to perform its work or to perform it on time, or the work performed may not (continue to) have the quality, which Inteqrate and the Client are aiming for. Inteqrate is not liable to the Client for any failure to perform the agreement if such failure is the result of force majeure.
6.2. Force majeure includes any failure that cannot be attributed to Inteqrate because it is not due to its fault or is not for its account by virtue of the law, legal act or common opinion, as well as any situation beyond the reasonable control of Inteqrate.
6.3. Force majeure shall in any case include: strikes, occupation, fire, war, restriction or cessation of supply by public utility companies, non-delivery of necessary materials, services or products by third parties, business disturbance, revolution or a similar situation, riots, illness of enlisted employees and/or third parties, earthquake, water damage, flood, earthquake or any other natural disaster.
6.4. A force majeure situation shall not entitle the client to dissolve the agreement or to any (damage) compensation. If a force majeure situation continues or has lasted for more than three (3) months, the parties shall be entitled to dissolve the agreement without the other party being entitled to any compensation. Invoices and/or costs for work already carried out by Inteqrate or goods already purchased will remain due.
7. Intellectual property
7.1. All intellectual property rights, including but not limited to copyrights, trademark rights, trade name rights, database rights, drawing and model rights, patent rights as well as rights concerning know-how that could be created by an Employee in the performance of the Services Agreement, belong to Inteqrate.
7.2. All documents provided by Inteqrate, such as reports and advice, are exclusively intended for the Client’s own use. The client is not entitled to reproduce, disclose or notify third parties thereof.
8. Transfer of rights and amendments
8.1. Without the prior written consent of the other party, a party may not transfer or outsource its rights and obligations under the Service Agreement as well as these General Terms and Conditions to third parties in whole or in part.
8.2. Amendments to the Service Agreement shall only bind the Parties if both Parties agree to such amendments.
8.3. Inteqrate is authorised to amend its Terms and Conditions periodically. The most recent version of the Terms and Conditions can be consulted via the Inteqrate website. For current agreements, the Client may reject the new version of the Terms and Conditions during 14 calendar days after notification by Inteqrate of the new version, failing which the new version will apply.
These terms and conditions are valid from 1 July 2022