GENERAL TERMS AND CONDITIONS OF QTECH IT
Version: 1.1.0
Effective date: 23/072026
Last updated: 22/07/2026
1. Company Information
These General Terms and Conditions are issued by:
QTech IT
Legal entity: QTech IT V.O.F.
Chamber of Commerce number: 95630023
Registered in: The Netherlands
Registered office: Rietdekkerstraat 24, 1445 KG, Purmerend
Email: qtechit2024@gmail.com
Telephone: +31 06 34594235
VAT number: NL867213164B01
Website: https://qtechit.dev
QTech IT develops and supplies software, websites, mobile applications, artificial intelligence solutions, cloud services, digital products, consultancy, managed technology services, design services, marketing services, and software-as-a-service solutions.
2. Definitions
In these General Terms and Conditions, the following definitions apply:
2.1 General Terms and Conditions
The provisions, guidelines, rights, obligations, and regulations contained in this document.
2.2 QTech IT
The service provider registered in the Netherlands and listed with the Dutch Chamber of Commerce under registration number 95630023.
References to “QTech IT”, “we”, “us”, or “our” include QTech IT’s authorised employees, contractors, representatives, and subcontractors where applicable.
2.3 Qhub360
A software-as-a-service product developed, operated, or supplied by QTech IT. Qhub360 may also be governed by separate product-specific terms, subscription conditions, privacy documentation, service descriptions, and service-level arrangements.
2.4 Client
Any natural person, consumer, company, organisation, public authority, partnership, sole proprietor, or other legal entity that:
a. requests a proposal or quotation from QTech IT;
b. negotiates or enters into an Agreement with QTech IT;
c. purchases, accesses, or uses a Service; or
d. acts through an authorised representative.
2.5 Consumer
A natural person acting for purposes outside their trade, business, craft, or professional activity.
2.6 Business Client
A Client acting in connection with a trade, business, craft, profession, organisation, or commercial activity.
2.7 Agreement
The legally binding contract between QTech IT and the Client, including the accepted quotation, proposal, order confirmation, statement of work, subscription order, service description, annexes, data processing agreement, SLA, and these General Terms and Conditions.
2.8 Proposal
A written quotation, offer, estimate, project proposal, subscription offer, statement of work, order form, or other commercial document issued by QTech IT.
2.9 Service or Services
All services, subscriptions, facilities, licences, and deliverables supplied by QTech IT, including but not limited to:
a. website design and development;
b. web application development;
c. mobile application development;
d. custom software development;
e. artificial intelligence and machine-learning solutions;
f. business process automation;
g. API development and integrations;
h. software-as-a-service products;
i. cloud consulting and cloud infrastructure;
j. cloud migration and managed cloud services;
k. cybersecurity and data protection services;
l. IT support, maintenance, and technical consultancy;
m. branding, graphic design, and user-interface design;
n. video, animation, and creative production;
o. search engine optimisation and digital marketing;
p. hosting, domain, email, backup, and monitoring services;
q. training, audits, workshops, and advisory services; and
r. any related service described in a Proposal.
2.10 SaaS
Software made available to the Client through the internet, an application, a hosted platform, an account, an API, or another remote-access method, normally under a subscription or usage-based payment model.
2.11 Project Services
Services performed for a defined project, assignment, milestone, scope, period, or deliverable, including custom development, design, implementation, consultancy, migration, integration, and configuration.
2.12 Starting Date
The date on which the Agreement becomes effective or the date on which performance of the Services begins, as stated in the Agreement.
2.13 Working Days
Monday to Friday, excluding official public holidays observed in the Netherlands, unless another country or working calendar is specified in the Agreement.
2.14 Work Time
9:00 AM to 5:00 PM Central European Time on Working Days, unless otherwise agreed in writing.
Work performed outside these hours may be subject to different availability, response times, or charges.
2.15 Work or Works
All deliverables, materials, results, or outputs created or supplied in connection with the Services, including:
a. software and source code;
b. object code and executable files;
c. applications and websites;
d. designs, wireframes, and prototypes;
e. graphics, videos, animations, and presentations;
f. databases and data models;
g. documentation and reports;
h. configurations, scripts, and integrations;
i. research, recommendations, and strategies; and
j. other agreed deliverables.
2.16 Data
All personal data, business data, files, records, content, materials, credentials, or other information uploaded, submitted, generated, stored, or otherwise processed by or for the Client through a Service.
2.17 Client Materials
All content, data, instructions, files, logos, photographs, video, audio, trademarks, software, documents, credentials, or other materials supplied by or on behalf of the Client.
2.18 Intellectual Property Rights or IP Rights
All intellectual property and associated rights, including copyrights, database rights, design rights, trademarks, trade names, patents, utility models, domain-name rights, rights in software, rights in confidential information, trade secrets, know-how, and similar rights, whether registered or unregistered.
2.19 Distribution
Making a Service, Work, account, licence, access credential, or functionality available to the Client or its authorised users.
2.20 SLA
A Service Level Agreement describing applicable availability targets, support levels, response priorities, maintenance arrangements, and incident-resolution procedures.
2.21 Debug or Bug Fix
A change intended to correct an error that causes agreed functionality not to operate materially in accordance with the applicable specification.
A Bug Fix does not include new functionality, changed requirements, compatibility work caused by third-party changes, or improvements outside the agreed scope.
2.22 Upgrade
A significant enhancement, extension, new version, additional feature, or material improvement to a Service.
2.23 Change Request
A request to modify, add to, remove, or replace an agreed requirement, feature, deliverable, design, integration, schedule, or other part of the scope.
2.24 Third-Party Service
Any product, platform, library, framework, cloud provider, hosting provider, payment provider, API, plugin, software, licence, or service supplied by a party other than QTech IT.
2.25 Account
The Client’s or user’s registered access to a SaaS platform, portal, application, or other online Service.
3. Applicability and Order of Precedence
3.1 These General Terms and Conditions apply to all:
a. Proposals issued by QTech IT;
b. Agreements entered into by QTech IT;
c. Services supplied by QTech IT;
d. subscription renewals;
e. Change Requests; and
f. follow-up assignments.
3.2 The Client’s own purchasing conditions or general terms do not apply unless QTech IT expressly accepts them in writing.
3.3 QTech IT may issue additional terms for a particular Service, product, subscription, campaign, trial, SLA, or processing activity.
3.4 In the event of inconsistency, the following order of precedence applies:
1. a signed Agreement or order form;
2. the accepted Proposal or statement of work;
3. a product-specific or service-specific schedule;
4. an SLA;
5. a data processing agreement;
6. these General Terms and Conditions;
7. the Privacy Policy;
8. other policies referenced in the Agreement.
3.5 A provision specifically negotiated and recorded in writing takes priority over a general provision relating to the same matter.
3.6 Where the Client is a Consumer, mandatory Dutch and EU consumer-protection law takes priority over any conflicting provision of these General Terms and Conditions.
4. Proposals and Formation of the Agreement
4.1 A Proposal is non-binding unless it expressly states otherwise.
4.2 Unless another validity period is stated, a Proposal remains valid for 30 calendar days from its issue date.
4.3 An Agreement is formed when:
a. the Client signs or electronically accepts a Proposal;
b. QTech IT confirms the Client’s order in writing;
c. the Client pays an advance invoice or subscription charge;
d. the Client instructs QTech IT to begin the Services;
e. the Client creates a paid Account and accepts the applicable terms; or
f. the parties otherwise clearly confirm their agreement.
4.4 QTech IT is not bound by an obvious clerical, calculation, pricing, or typographical error.
4.5 Estimates are based on the information available when the Proposal is prepared.
4.6 QTech IT may adjust the scope, price, schedule, or assumptions if information supplied by the Client is incomplete, inaccurate, misleading, or subsequently changed.
4.7 Verbal commitments bind QTech IT only after written confirmation by an authorised representative.
4.8 The Client confirms that the person accepting an Agreement has authority to bind the Client.
5. Consumer Pre-Contract Information
5.1 Before entering into an online, telephone, or off-premises Agreement with a Consumer, QTech IT will provide the legally required information in a clear and understandable manner.
5.2 Depending on the Service, this information may include:
a. QTech IT’s identity and contact information;
b. the essential characteristics of the Service;
c. the total price, including taxes and additional charges;
d. the payment and performance arrangements;
e. the duration and termination conditions;
f. the Consumer’s statutory right of withdrawal;
g. the functionality and compatibility of digital services;
h. applicable complaint procedures; and
i. any other information required by law.
5.3 Information that must legally be displayed before purchase will not be treated as sufficiently disclosed merely because it appears in these General Terms and Conditions.
6. Performance of Services
6.1 QTech IT will perform the Services with reasonable skill, care, and professional diligence.
6.2 Unless expressly described as a guaranteed result, QTech IT’s obligations are best-efforts obligations.
6.3 Dates and delivery periods are estimates unless the Agreement expressly identifies them as binding deadlines.
6.4 QTech IT is entitled to perform the Services in phases or milestones.
6.5 QTech IT may use employees, freelancers, group companies, specialist partners, and subcontractors to perform the Services.
6.6 QTech IT remains responsible for the performance of its contractual obligations, subject to the limitations in the Agreement.
6.7 QTech IT may use remote-working arrangements and team members located within or outside the Netherlands, provided applicable confidentiality and data-protection requirements are observed.
6.8 The Client accepts that software, AI systems, cloud environments, websites, and digital integrations may require testing, iteration, configuration, and adjustment before final acceptance.
6.9 Unless expressly included, the following are not part of the Services:
a. unlimited revisions;
b. data entry or content creation;
c. translation;
d. legal, tax, accounting, or regulatory advice;
e. third-party subscription charges;
f. hardware, hosting, domains, licences, or stock materials;
g. accessibility or regulatory certification;
h. search-engine ranking guarantees;
i. cybersecurity certification or penetration testing;
j. migration of undocumented legacy systems; or
k. ongoing maintenance after delivery.
7. Client Responsibilities
7.1 The Client must provide all information, decisions, materials, access, feedback, credentials, and cooperation reasonably required to perform the Services.
7.2 The Client must ensure that all information and instructions supplied to QTech IT are accurate, lawful, current, and complete.
7.3 The Client is responsible for:
a. defining its business and functional requirements;
b. reviewing deliverables and test versions;
c. providing timely feedback and approvals;
d. testing the Service for its intended operational use;
e. maintaining independent backups unless backup services are included;
f. securing its devices, accounts, credentials, and networks;
g. managing authorised users and access permissions;
h. obtaining licences and consents for Client Materials;
i. complying with laws applicable to its business and use of the Service; and
j. notifying QTech IT promptly of errors or security concerns.
7.4 A delay caused by the Client may result in:
a. an extension of the delivery schedule;
b. rescheduling of allocated resources;
c. additional charges;
d. suspension of the Services; or
e. closure of an inactive project.
7.5 If a project remains inactive because the Client has not responded or supplied required information for more than 30 days, QTech IT may place the project on hold.
7.6 If inactivity continues for more than 60 days, QTech IT may close the project and invoice all completed work, committed resources, and non-cancellable third-party costs.
7.7 QTech IT is not responsible for defects or delays caused by incorrect instructions, incomplete specifications, Client Materials, third-party systems, or changes made without QTech IT’s approval.
8. Project Management and Change Requests
8.1 The project scope is limited to the requirements and deliverables expressly stated in the Agreement.
8.2 A request falling outside the agreed scope will be treated as a Change Request.
8.3 QTech IT may provide a separate estimate for a Change Request, including its impact on:
a. price;
b. schedule;
c. architecture;
d. resources;
e. licences;
f. testing; and
g. maintenance.
8.4 QTech IT is not required to begin a Change Request until it has been approved in writing.
8.5 Minor adjustments that do not materially affect the scope may be handled within the original assignment at QTech IT’s discretion.
8.6 Revision rounds are limited to the number stated in the Proposal. Additional revisions are chargeable.
8.7 Feedback must be specific, consolidated, and supplied by the Client’s designated contact person.
8.8 Conflicting feedback from multiple Client representatives may be treated as a Change Request or a project delay.
9. Acceptance of Project Deliverables
9.1 The Client must inspect each deliverable within the review period specified in the Agreement.
9.2 If no review period is specified, the review period is:
a. 10 Working Days for a Business Client; or
b. a reasonable period for a Consumer, considering the nature and complexity of the deliverable.
9.3 A Business Client must report any material failure to meet the agreed specification within the review period and provide sufficient details for reproduction.
9.4 A deliverable will be considered accepted by a Business Client when:
a. the Client confirms acceptance;
b. the Client begins production use;
c. the Client publishes or commercially deploys it;
d. the Client requests work on a later milestone; or
e. the review period expires without a sufficiently detailed rejection.
9.5 Deemed acceptance under Article 9.4 does not remove mandatory statutory rights available to Consumers.
9.6 Minor defects that do not prevent substantial use of the deliverable are not grounds for rejecting the entire deliverable.
9.7 QTech IT will be given a reasonable opportunity to correct reproducible defects for which it is responsible.
9.8 Changes in preference, new ideas, changed business needs, or requirements not included in the Agreement are not defects.
10. SaaS Accounts and Access
10.1 The Client receives a limited right to access and use the SaaS only during the applicable subscription period and according to the selected plan.
10.2 The Client must:
a. provide accurate registration information;
b. keep login credentials confidential;
c. prevent unauthorised access;
d. use appropriate passwords and security controls;
e. ensure that users comply with the Agreement; and
f. notify QTech IT promptly of suspected unauthorised access.
10.3 Accounts and login credentials may not be sold, transferred, shared beyond authorised users, or made publicly available.
10.4 The Client is responsible for activity carried out through its Account unless the activity results directly from a security failure attributable to QTech IT.
10.5 QTech IT may apply reasonable technical, storage, usage, API, user, file, or processing limits according to the Client’s plan.
10.6 The Client may not:
a. reverse engineer or decompile the SaaS except where applicable law expressly permits it;
b. bypass security or usage restrictions;
c. scrape, probe, scan, or test systems without written authorisation;
d. use the SaaS to distribute malware or unlawful content;
e. interfere with performance or availability;
f. access another user’s information without permission;
g. use automated methods that create unreasonable system load;
h. resell or sublicense the SaaS without written permission; or
i. use the SaaS in violation of applicable law.
10.7 QTech IT may suspend access where reasonably necessary to:
a. protect security or system integrity;
b. prevent unlawful use;
c. respond to a legal requirement;
d. prevent harm to other users;
e. address overdue payment; or
f. investigate a material breach of the Agreement.
10.8 Where reasonably possible, QTech IT will notify the Client before suspension and provide an opportunity to remedy the issue.
11. SaaS Availability, Maintenance, and Updates
11.1 QTech IT aims to keep its SaaS Services reasonably available but does not guarantee uninterrupted or error-free operation unless an SLA expressly provides an availability commitment.
11.2 Availability may be affected by:
a. planned maintenance;
b. emergency maintenance;
c. internet or telecommunications failures;
d. cloud or hosting-provider incidents;
e. cyberattacks;
f. third-party integrations;
g. Client systems; or
h. events beyond QTech IT’s reasonable control.
11.3 QTech IT may update, improve, replace, or modify a SaaS Service to:
a. improve performance or security;
b. comply with legal requirements;
c. address technical risks;
d. maintain compatibility;
e. introduce new functionality; or
f. discontinue outdated functionality.
11.4 QTech IT will not materially reduce the principal functionality of a paid Service during a committed subscription term without a valid operational, legal, security, or technical reason.
11.5 Consumers will receive updates, including security updates, where and for as long as required by applicable law.
11.6 Where a change materially and negatively affects a Consumer’s access or use beyond what is necessary to maintain conformity, the Consumer will receive any notice and remedies required by law.
12. Support, Debugging, Maintenance, and Upgrades
12.1 Support, maintenance, monitoring, Debugging, and Upgrades are included only if expressly stated in the Agreement or subscription plan.
12.2 A support request must contain sufficient information, including:
a. the affected Service;
b. steps to reproduce the problem;
c. screenshots or logs where available;
d. the affected user or environment; and
e. the business impact.
12.3 QTech IT may assign severity levels based on the actual impact of the issue.
12.4 Response times are targets unless expressly stated as binding in an SLA.
12.5 Maintenance does not include work required because of:
a. unauthorised changes;
b. misuse or negligence;
c. unsupported environments;
d. Client or third-party code;
e. changes made by hosting or platform providers;
f. new legal or regulatory requirements;
g. obsolete software;
h. malware or security incidents not caused by QTech IT; or
i. requests for new functionality.
12.6 Such work may be charged separately.
13. Artificial Intelligence Services
13.1 QTech IT may supply systems that use artificial intelligence, machine learning, generative AI, automated decision support, natural-language processing, or third-party AI models.
13.2 AI-generated results may contain inaccuracies, omissions, bias, inappropriate suggestions, or outdated information.
13.3 Unless expressly agreed otherwise, AI output is intended to support human decision-making and must not be treated as guaranteed professional, legal, medical, financial, employment, or regulatory advice.
13.4 The Client is responsible for:
a. reviewing AI output before relying on it;
b. maintaining appropriate human oversight;
c. determining whether its proposed use is lawful;
d. providing required notices to affected individuals;
e. preventing prohibited or high-risk use;
f. ensuring that input data may lawfully be processed; and
g. conducting impact assessments where required.
13.5 The Client may not use an AI Service:
a. to violate fundamental rights;
b. for unlawful discrimination;
c. to create illegal or harmful content;
d. for prohibited surveillance or manipulation;
e. to make legally significant decisions without required safeguards; or
f. in another way prohibited by applicable law.
13.6 QTech IT may apply safeguards, filters, usage restrictions, logging, or human-review requirements where reasonably necessary.
13.7 Third-party AI providers may process prompts and outputs according to their own terms and privacy arrangements, as disclosed in the relevant Service documentation.
14. Third-Party Services
14.1 Services may depend on Third-Party Services such as hosting, cloud infrastructure, plugins, APIs, payment systems, app stores, advertising platforms, social-media platforms, fonts, stock content, and software libraries.
14.2 Third-Party Services are subject to their own:
a. terms and conditions;
b. privacy policies;
c. pricing;
d. usage restrictions;
e. availability; and
f. technical requirements.
14.3 The Client is responsible for third-party fees unless the Agreement states that they are included.
14.4 QTech IT is not responsible for a Third-Party Service changing or discontinuing its functionality, pricing, API, policies, or availability.
14.5 QTech IT may propose a replacement or adaptation where a Third-Party Service changes, but any material additional work may be charged separately.
14.6 Open-source software remains governed by its applicable licence.
15. Domains, Hosting, Cloud, and External Accounts
15.1 Where QTech IT registers or manages a domain, hosting plan, cloud environment, advertising account, software account, or other external service for the Client, the applicable third-party terms also apply.
15.2 The Client must pay renewal fees before the relevant renewal deadline.
15.3 QTech IT is not liable for loss of a domain, service, data, or account caused by:
a. late payment by the Client;
b. inaccurate registration details;
c. registrar or provider action;
d. a Client security breach;
e. a third-party policy violation; or
f. failure by the Client to respond to verification requests.
15.4 Where practical and permitted, accounts intended for long-term Client ownership will be registered in the Client’s name.
15.5 The transfer of an externally managed account may be subject to:
a. full payment of outstanding amounts;
b. identity verification;
c. third-party transfer rules; and
d. reasonable administrative charges.
16. Prices and Taxes
16.1 Prices are stated in euros unless the Agreement specifies another currency.
16.2 For Business Clients, prices are exclusive of VAT and other applicable taxes unless expressly stated otherwise.
16.3 For Consumers, prices presented before purchase will include VAT and mandatory charges as required by law.
16.4 Additional work outside the agreed scope will be charged:
a. at the rate stated in the Agreement;
b. at QTech IT’s then-current rate; or
c. under a separately approved Change Request.
16.5 Reasonable travel, accommodation, licence, hosting, cloud, media, printing, courier, and third-party expenses may be charged where agreed or reasonably required for the assignment.
16.6 QTech IT may require:
a. advance payment;
b. milestone payments;
c. recurring payment authorisation;
d. a deposit; or
e. a minimum prepaid block of hours.
16.7 Unless a fixed price is expressly agreed, time estimates are not fixed-price commitments.
16.8 QTech IT may adjust recurring prices periodically.
16.9 Business Clients will receive reasonable notice of recurring price changes unless the adjustment method is already stated in the Agreement.
16.10 Consumers will receive clear advance notice of a price increase and any termination rights required by law.
17. Invoicing and Payment
17.1 Invoices are payable within 14 calendar days from the invoice date unless another term is stated in the Agreement or invoice.
17.2 QTech IT may issue invoices electronically.
17.3 The Client must report a disputed invoice promptly and explain the basis of the dispute.
17.4 A dispute concerning part of an invoice does not suspend the obligation to pay the undisputed part.
17.5 If a Business Client fails to pay on time:
a. the Client is in default after the payment deadline, subject to any legally required notice;
b. statutory commercial interest may apply;
c. reasonable extrajudicial collection costs may be charged; and
d. QTech IT may suspend performance after giving reasonable notice.
17.6 If a Consumer fails to pay on time, QTech IT will first provide any legally required payment reminder and additional payment period before charging statutory collection costs.
17.7 The Client remains responsible for subscription fees during a suspension caused by its breach or non-payment, to the extent permitted by law.
17.8 QTech IT may require payment of overdue amounts before resuming suspended Services.
17.9 Rights of use, ownership transfers, releases of source files, and final delivery may be conditional upon full payment.
18. Subscriptions and Automatic Renewal
18.1 The initial subscription duration is stated in the applicable order, plan, or Proposal.
18.2 A Business Client’s subscription may renew automatically for the renewal period stated in the Agreement.
18.3 Unless otherwise agreed, a Business Client must cancel a recurring subscription at least 30 days before the next renewal date.
18.4 Consumer subscriptions will renew, continue, and remain terminable only in accordance with mandatory Dutch consumer law.
18.5 Where a fixed-term Consumer subscription converts into an indefinite subscription, the Consumer may cancel it with no more than the legally permitted notice period.
18.6 Cancellation takes effect at the end of the current paid period unless:
a. the Agreement provides otherwise;
b. mandatory law requires an earlier date; or
c. QTech IT agrees to an earlier date.
18.7 Partial use of a subscription period does not automatically entitle the Client to a refund.
18.8 Statutory Consumer rights remain unaffected.
19. Consumer Right of Withdrawal
19.1 A Consumer entering into a distance or off-premises Agreement generally has the right to withdraw from the Agreement within 14 days without giving a reason.
19.2 For a service contract, the withdrawal period generally begins on the day after the Agreement is concluded.
19.3 To exercise the right of withdrawal, the Consumer must send QTech IT a clear statement before the withdrawal period expires.
The notice may be sent to:
Email: [insert withdrawal email address]
Postal address: [insert postal address]
19.4 The Consumer may use the model withdrawal form in Appendix 1, but its use is not mandatory.
Early commencement of services
19.5 Where the Consumer asks QTech IT to begin providing a service during the 14-day withdrawal period, QTech IT may request the Consumer’s express instruction to begin early.
19.6 If the Consumer subsequently withdraws, the Consumer may be required to pay a proportionate amount for the Services supplied before withdrawal, where permitted by law and where the required information and consent were provided.
19.7 The right of withdrawal for a service may end after the service has been fully performed where:
a. performance began with the Consumer’s prior express consent; and
b. the Consumer acknowledged that the right of withdrawal would be lost after full performance.
Digital content and immediate digital supply
19.8 Where digital content not supplied on a physical medium is made available immediately, the right of withdrawal may be lost only where all legally required conditions are met, including:
a. the Consumer’s prior express consent to immediate supply;
b. acknowledgement that the right of withdrawal will be lost; and
c. confirmation of the Agreement.
19.9 Nothing in this Article limits statutory remedies relating to defective or non-conforming digital content or digital services.
20. Cancellation of Project Services
Business Clients
20.1 A Business Client may cancel a project only in writing.
20.2 Following cancellation, the Business Client must pay:
a. all work completed up to the cancellation date;
b. all reserved or committed capacity that cannot reasonably be reassigned;
c. all non-cancellable third-party costs;
d. reasonable winding-down and handover costs; and
e. any cancellation charge expressly stated in the Agreement.
20.3 If a fixed-price project is cancelled after work has begun, QTech IT may charge for the proportion completed, committed project capacity, and unavoidable costs.
20.4 Any pre-agreed cancellation fee must be reasonable in relation to QTech IT’s expected loss and costs.
Consumers
20.5 Consumer cancellation charges will be limited to amounts permitted by mandatory law.
20.6 This Article does not restrict a Consumer’s statutory right of withdrawal or other mandatory rights.
21. Intellectual Property Rights
Existing materials and reusable components
21.1 Each party retains ownership of IP Rights it owned or developed independently before the Agreement.
21.2 QTech IT retains ownership of its:
a. development tools and frameworks;
b. reusable code and libraries;
c. templates and design systems;
d. methods, processes, and know-how;
e. algorithms and models;
f. generic modules and integrations;
g. documentation formats; and
h. improvements of general application.
Custom deliverables
21.3 Ownership of custom Works is determined by the Agreement.
21.4 Unless the Agreement expressly provides for an assignment of ownership, QTech IT retains the IP Rights and grants the Client a licence to use the agreed deliverables for the Client’s intended purpose.
21.5 Where the Agreement expressly provides for an assignment of specified IP Rights:
a. the assignment becomes effective only after full payment;
b. it applies only to the deliverables expressly identified;
c. it excludes QTech IT’s pre-existing materials and reusable components;
d. it excludes Third-Party Services and open-source components; and
e. QTech IT retains the right to use its general knowledge, experience, methods, and non-confidential know-how.
Licence to the Client
21.6 Unless otherwise stated, the Client receives a non-exclusive, non-transferable licence to use the delivered Work for the purpose described in the Agreement.
21.7 The Client may not resell, sublicense, reproduce for third parties, distribute, or commercially exploit the Work beyond the agreed purpose without written permission.
21.8 A SaaS subscription grants access rights only and does not transfer ownership of the platform, software, database structure, source code, or underlying technology.
Source code and editable files
21.9 Source code, development repositories, editable design files, raw footage, project files, model files, prompts, internal documentation, and build systems are supplied only if expressly included in the Agreement.
21.10 QTech IT may withhold final source files or credentials until all applicable invoices are paid.
Client Materials
21.11 The Client retains ownership of Client Materials.
21.12 The Client grants QTech IT a limited licence to use Client Materials to perform the Agreement.
21.13 The Client warrants that it has all rights and permissions necessary for QTech IT to use the Client Materials.
21.14 The Client indemnifies QTech IT against third-party claims resulting from unlawful or unauthorised Client Materials, except to the extent caused by QTech IT.
Portfolio use
21.15 QTech IT may identify a Business Client as a customer and display non-confidential public-facing work in its portfolio only where:
a. the Agreement permits it;
b. the Client has given permission; or
c. the material has already been lawfully made public and its use would not breach confidentiality.
21.16 QTech IT will not use a Consumer’s name, image, or personal information for marketing without an appropriate legal basis or consent.
22. Data Protection and Privacy
22.1 Each party must comply with applicable data-protection laws, including the General Data Protection Regulation where applicable.
22.2 The parties’ privacy roles depend on the relevant processing activity.
22.3 QTech IT may act as:
a. an independent controller for account management, billing, security, support, legal compliance, and its own business administration;
b. a processor where it processes personal data solely on documented instructions from the Client; or
c. a joint controller where the parties jointly determine the purposes and means of processing.
22.4 Where QTech IT acts as a processor, the parties will enter into a data processing agreement meeting the requirements of applicable law.
22.5 The Client is responsible for:
a. establishing a lawful basis for personal-data processing;
b. providing required privacy notices;
c. responding to data-subject requests where it is the controller;
d. limiting data to what is necessary;
e. setting appropriate retention periods; and
f. ensuring that its instructions are lawful.
22.6 QTech IT will apply appropriate technical and organisational measures proportionate to the nature of the Service and associated risks.
22.7 QTech IT may use subprocessors where permitted by the Agreement and applicable law.
22.8 International transfers of personal data will be handled using a lawful transfer mechanism where required.
22.9 The processing of personal data is further described in QTech IT’s Privacy Policy and, where applicable, a data processing agreement.
23. Client Data
23.1 As between QTech IT and the Client, the Client retains its rights in Client Data.
23.2 The Client grants QTech IT the rights reasonably required to host, transmit, copy, process, back up, and display Client Data for the purpose of supplying the Service.
23.3 The Client must not upload or process Data that:
a. is unlawful;
b. infringes third-party rights;
c. contains malware;
d. is collected without an appropriate legal basis;
e. creates an unreasonable security risk; or
f. falls outside the permitted use of the Service.
23.4 QTech IT may remove, isolate, or restrict access to Data where reasonably necessary to comply with law, protect security, or prevent harm.
23.5 The Client is responsible for maintaining its own copies of important Data unless the Agreement expressly includes managed backup and restoration.
23.6 Backup services reduce risk but do not guarantee that all Data can be restored in every circumstance.
23.7 Following termination, QTech IT may provide a reasonable period for the Client to export its Data, subject to:
a. technical availability;
b. payment of outstanding invoices;
c. applicable security requirements; and
d. any agreed export or migration charges.
23.8 QTech IT may delete Client Data after the retention or export period stated in the Agreement or product documentation, except where retention is legally required.
24. Security
24.1 QTech IT will use security measures appropriate to the nature, scope, context, and risks of the relevant Service.
24.2 No online system, software, cloud environment, or transmission method can be guaranteed to be completely secure.
24.3 The Client must maintain appropriate security controls, including:
a. secure passwords;
b. multifactor authentication where available;
c. access management;
d. timely software updates;
e. secure devices and networks;
f. staff awareness; and
g. appropriate backups.
24.4 The Client must not conduct penetration tests, vulnerability scans, load tests, or security assessments against QTech IT’s systems without prior written authorisation.
24.5 Each party must notify the other without undue delay of a security incident materially affecting the other party’s Data or systems.
24.6 QTech IT may temporarily restrict functionality or access to address an active or suspected security risk.
25. Confidentiality
25.1 Each party must keep the other party’s Confidential Information secret and use it only for purposes connected with the Agreement.
25.2 Confidential Information includes:
a. information marked as confidential;
b. information that should reasonably be understood as confidential;
c. business plans, pricing, source code, credentials, security information, and technical documentation;
d. personal data; and
e. non-public terms of the Agreement.
25.3 Confidentiality obligations do not apply to information that the receiving party can demonstrate:
a. was already lawfully known;
b. became public without breach of the Agreement;
c. was independently developed;
d. was lawfully received from another source; or
e. must be disclosed by law or court order.
25.4 Where legally permitted, the receiving party will give advance notice before a legally required disclosure.
25.5 Each party may share Confidential Information with employees, advisers, and subcontractors who need it and are bound by appropriate confidentiality obligations.
25.6 These confidentiality obligations continue after termination for five years, or longer where required by law or where the information remains a protected trade secret.
26. Non-Solicitation for Business Clients
26.1 During the Agreement and for 12 months after its end, a Business Client must not knowingly employ or directly engage a QTech IT employee or dedicated contractor who was materially involved in the Services without QTech IT’s written consent.
26.2 This restriction does not apply where the person:
a. responds independently to a general public recruitment campaign;
b. was already in discussions with the Client before the Agreement; or
c. approaches the Client without solicitation.
26.3 Any agreed compensation for breach must be reasonable and proportionate.
26.4 This Article does not apply to Consumers.
27. Warranties and Statutory Conformity
27.1 QTech IT warrants that it will perform the Services with reasonable professional skill and care.
27.2 QTech IT does not warrant that:
a. software will be entirely free from errors;
b. a Service will operate uninterrupted;
c. every third-party integration will remain available;
d. a website will obtain a particular search ranking;
e. advertising will achieve a specific number of sales or leads;
f. AI output will always be accurate;
g. a cybersecurity service will identify every vulnerability; or
h. a business outcome will be achieved unless expressly guaranteed.
27.3 Consumers retain all mandatory statutory rights relating to conformity, remedies, digital content, digital services, updates, repair, replacement, price reduction, and termination.
27.4 Any commercial warranty offered by QTech IT is additional to and does not replace mandatory Consumer rights.
28. Complaints and Defect Reporting
28.1 Complaints should be sent to [insert complaints email address].
28.2 A complaint should include:
a. the Client’s name and contact details;
b. the relevant order, invoice, or Account;
c. a clear description of the issue;
d. supporting evidence; and
e. the requested resolution.
28.3 Business Clients must notify QTech IT of a defect within a reasonable time after discovery.
28.4 Consumers must notify QTech IT within the period permitted by applicable law. A complaint made within two months after discovery will be regarded as timely where required by law.
28.5 QTech IT will acknowledge and investigate complaints within a reasonable period.
28.6 The Client must give QTech IT a reasonable opportunity to investigate and remedy a defect before arranging third-party repair or replacement, except where that would be unreasonable or where mandatory law provides otherwise.
29. Liability
General principles
29.1 Nothing in these General Terms and Conditions excludes or limits liability where exclusion or limitation is prohibited by law.
29.2 QTech IT remains liable for damage caused by its wilful misconduct or deliberate recklessness to the extent that liability cannot lawfully be limited.
Business Clients
29.3 For Business Clients, QTech IT is liable only for direct damage caused by an attributable failure to perform the Agreement.
29.4 Direct damage may include reasonable and demonstrable costs:
a. to establish the cause and extent of the damage;
b. to require proper performance; and
c. to prevent or limit direct damage.
29.5 Subject to Article 29.1, QTech IT is not liable to a Business Client for indirect or consequential damage, including:
a. loss of profit;
b. loss of revenue;
c. loss of anticipated savings;
d. business interruption;
e. reputational damage;
f. loss or corruption of Data;
g. missed opportunities;
h. claims by the Business Client’s customers; or
i. damage caused by failure to maintain backups.
29.6 QTech IT’s total liability to a Business Client arising from one event or a series of connected events is limited to the lower of:
a. the fees paid or payable for the affected Service during the 12 months preceding the event; or
b. €15,000 excluding VAT.
29.7 If the Agreement has existed for less than 12 months, the limit is based on the amount paid or payable during that shorter period.
29.8 Where the damage is covered by QTech IT’s insurance, liability may instead be limited to the amount actually paid by the insurer plus the applicable excess, where permitted by law.
29.9 A Business Client must give QTech IT written notice of an attributable failure and a reasonable opportunity to remedy it before claiming damages, unless remedy is permanently impossible.
Consumers
29.10 The exclusions and financial caps in Articles 29.3 to 29.9 apply to Consumers only to the extent they are fair, reasonable, transparent, and permitted by mandatory law.
29.11 Nothing in this Article restricts a Consumer’s mandatory rights or QTech IT’s liability for personal injury, death, damage caused intentionally, or other liability that cannot lawfully be excluded.
30. Indemnification by Business Clients
30.1 A Business Client indemnifies QTech IT against third-party claims arising from:
a. unlawful Client Materials;
b. the Client’s unlawful use of a Service;
c. infringement caused by Client instructions;
d. the Client’s violation of privacy or data-protection law;
e. unauthorised access caused by the Client; or
f. products, decisions, or content supplied by the Client.
30.2 The indemnity does not apply to the extent the claim was caused by QTech IT’s attributable breach.
30.3 QTech IT will notify the Business Client of a relevant claim and permit reasonable participation in the defence.
30.4 This Article does not apply to Consumers.
31. Force Majeure
31.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control.
31.2 Force majeure may include:
a. natural disasters and severe weather;
b. war, terrorism, civil unrest, or sanctions;
c. epidemics or government restrictions;
d. fire, flood, or power failure;
e. internet, telecommunications, or cloud-provider failure;
f. cyberattacks and denial-of-service attacks;
g. labour disputes;
h. supplier or subcontractor failure beyond reasonable control;
i. government action; and
j. widespread shortages of essential personnel or infrastructure.
31.3 The affected party must notify the other party where reasonably possible.
31.4 Obligations affected by force majeure are suspended for the duration of the event.
31.5 Payment remains due for Services already properly supplied.
31.6 If force majeure continues for more than 60 days and substantially prevents performance, either party may terminate the affected part of the Agreement without liability for future performance.
31.7 Consumers retain any termination or reimbursement rights required by mandatory law.
32. Suspension and Termination for Breach
32.1 Either party may terminate the Agreement for material breach if the other party:
a. receives written notice describing the breach; and
b. fails to remedy the breach within a reasonable period stated in the notice.
32.2 QTech IT may suspend or terminate immediately where:
a. use of the Service is unlawful or creates a serious security risk;
b. the Client commits fraud;
c. the Client deliberately attacks or disrupts systems;
d. continued performance would violate law;
e. the Client becomes insolvent, subject to applicable insolvency law; or
f. immediate action is reasonably necessary to prevent serious harm.
32.3 Where the Client is a Consumer, suspension or termination will be exercised proportionately and in accordance with mandatory law.
32.4 Termination does not affect:
a. rights accrued before termination;
b. payment obligations for Services already supplied;
c. confidentiality obligations;
d. intellectual-property provisions;
e. liability provisions; or
f. provisions intended to continue after termination.
33. Effects of Termination
33.1 Upon termination:
a. the Client’s access rights may end;
b. unpaid invoices become due, subject to applicable law;
c. each party must return or delete Confidential Information where reasonably required; and
d. the Client must stop using materials for which no continuing licence exists.
33.2 QTech IT may assist with migration, handover, or Data export at its then-current rates unless included in the Agreement.
33.3 QTech IT is not required to transfer its internal tools, reusable components, development methods, security information, or proprietary platform technology.
34. Communications and Notices
34.1 Routine communications may be sent by email, support portal, project-management system, or Account notification.
34.2 Formal notices concerning breach, termination, or legal claims must be sent to the contact details stated in the Agreement.
34.3 The Client is responsible for keeping its contact details current.
34.4 An electronic message is considered received when it reaches the recipient’s system, unless the sender receives an automated delivery-failure notice.
35. Changes to These General Terms and Conditions
35.1 QTech IT may update these General Terms and Conditions for future Agreements at any time.
35.2 For ongoing Services, QTech IT may make reasonable changes to reflect:
a. changes in law;
b. security requirements;
c. technical developments;
d. changes to the Service; or
e. legitimate operational needs.
35.3 QTech IT will notify Clients of material changes before they take effect.
35.4 Material changes will not apply retroactively unless required by law or agreed by the Client.
35.5 Where a material change negatively affects an ongoing Consumer contract, the Consumer will receive any notice and termination rights required by law.
36. Transfer of the Agreement
36.1 A Business Client may not assign or transfer the Agreement without QTech IT’s written consent.
36.2 QTech IT may transfer the Agreement to a group company, successor, purchaser of its business, or another provider capable of performing the Agreement.
36.3 A transfer affecting a Consumer will be subject to applicable Consumer law and will not reduce the Consumer’s mandatory rights.
37. Severability and Waiver
37.1 If a provision is invalid, unlawful, or unenforceable, the remaining provisions remain effective.
37.2 The invalid provision will be replaced, where legally possible, by a valid provision that most closely reflects its purpose.
37.3 Failure to enforce a right does not constitute a waiver of that right.
37.4 A waiver is valid only when confirmed in writing.
38. Entire Agreement
38.1 The Agreement contains the complete understanding between the parties concerning its subject matter.
38.2 Earlier discussions, presentations, demonstrations, emails, or statements do not form part of the Agreement unless incorporated in writing.
38.3 This Article does not exclude liability for fraud, deliberate misrepresentation, or mandatory Consumer information.
39. Governing Law
39.1 The Agreement is governed by Dutch law.
39.2 Where the Client is a Consumer residing in another EU or European Economic Area country, this choice of law does not remove mandatory protections available under the law of the Consumer’s habitual residence.
39.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to Agreements with Business Clients, where its exclusion is legally effective.
40. Dispute Resolution and Competent Court
40.1 The parties will first attempt to resolve disputes through good-faith discussion and the complaints procedure.
40.2 A dispute with a Business Client will be submitted to the competent court in the district where QTech IT has its registered office, unless mandatory law requires another court.
40.3 A Consumer may bring proceedings before any court having jurisdiction under applicable consumer and procedural law.
40.4 QTech IT will not rely on a jurisdiction provision that unlawfully prevents a Consumer from using the courts available to them under mandatory law.
41. Language
41.1 These General Terms and Conditions may be provided in multiple languages.
41.2 For Business Clients, the English version prevails in the event of inconsistency, unless the Agreement states otherwise.
41.3 For Consumers, this provision applies only to the extent that it is transparent, fair, and permitted by mandatory law.
________________________________________
Appendix 1: Model Consumer Withdrawal Form
Complete and return this form only when you wish to withdraw from an eligible Consumer contract.
To:
QTech IT
[insert postal address]
[insert email address]
I/We hereby give notice that I/we withdraw from my/our contract for the supply of the following service or digital content:
Service or digital content:
[insert description]
Ordered or agreed on:
[insert date]
Consumer’s name:
[insert name]
Consumer’s address:
[insert address]
Consumer’s email address:
[insert email]
Order or invoice number:
[insert reference]
Consumer’s signature:
[required only where this form is submitted on paper]
Date:
[insert date]
________________________________________
Appendix 2: Express Request to Begin Services During the Withdrawal Period
I expressly request QTech IT to begin providing the agreed Services before the end of the statutory 14-day withdrawal period.
I understand that:
1. if I withdraw after performance has begun, I may be required to pay a proportionate amount for Services already provided, where permitted by law; and
2. if the Service is fully performed, I may lose my right of withdrawal after giving prior express consent and acknowledging this consequence.
Consumer’s name: [insert]
Order or Proposal reference: [insert]
Date: [insert]
Confirmation: [checkbox or electronic acceptance]
________________________________________
Appendix 3: Immediate Supply of Digital Content
I expressly consent to QTech IT beginning the immediate supply of digital content before the end of the statutory withdrawal period.
I acknowledge that, where the legal conditions are satisfied, I will lose my right of withdrawal when supply begins.
Consumer’s name: [insert]
Digital content: [insert]
Order reference: [insert]
Date: [insert]
Confirmation: [checkbox or electronic acceptance]
