General Terms and Conditions
Last Updated On 1-Jan-2025
Effective Date 1-Jan-2025

1. These conditions apply to every offer, quotation, and agreement between Qwinn Consultancy BV, or Qwinn Consultancy BV trading under the name “Qwinn Business Partners” and hereinafter referred to as “Qwinn,” and a Client to which Qwinn has declared these conditions applicable, insofar as these conditions have not been explicitly deviated from by the parties in writing.
2. These present conditions also apply to agreements with Qwinn, for the execution of which Qwinn must involve third parties.
3. The general conditions are also written for the employees of Qwinn and its management.
4. The applicability of any purchase or other conditions of the Client is expressly rejected.
5. If one or more provisions in these general conditions at any time are wholly or partially null and void or are annulled, then the remainder in these general conditions will remain fully applicable. Qwinn and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and the intent of the original provisions.
6. If there is uncertainty about the interpretation of one or more provisions of these general conditions, then the interpretation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between parties that is not regulated in these general conditions, then this situation should be assessed according to the spirit of these general conditions.
8. If Qwinn does not always require strict compliance with these conditions, this does not mean that its provisions are not applicable, or that Qwinn would in any way lose the right to demand strict compliance with the provisions of these conditions in other cases.

1. All quotations and offers of Qwinn are non-binding unless a term for acceptance has been set in the quote. If no acceptance term is set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or the offer pertains is no longer available.
2. Qwinn cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3. The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, any costs incurred in the context of the agreement, including travel and stay, shipping, and administration costs unless indicated otherwise.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Qwinn is not bound by it. The agreement does not then proceed according to this different acceptance unless Qwinn indicates otherwise.
5. A compound quotation does not oblige Qwinn to perform part of the assignment against a corresponding part of the given price. Offers or quotations do not automatically apply to future orders.

1. The agreement between Qwinn and the Client is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties expressly agree in writing otherwise.
2. Qwinn shall perform the services as outlined in the agreement or any attached statements of work to the best of its knowledge and ability with due care, skill, and diligence, in accordance with prevailing industry standards.
3. Services shall be executed within agreed timelines and in accordance with quality standards defined in the agreement or relevant documentation. Any anticipated delays due to unforeseen circumstances will be communicated promptly to the Client along with a revised timeline.
4. If a term has been agreed or specified for the completion of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Client must therefore declare Qwinn in default in writing. Qwinn must be offered a reasonable period to still execute the agreement.
5. Qwinn shall not be held liable for delays or performance issues arising from: 1) the Client’s failure to provide necessary information, approvals, or access in a timely manner; 2) Inaccurate or incomplete data supplied by the Client; 3) Acts or omissions of third parties outside of Qwinn’s reasonable control; 4) Changes to the project scope not mutually agreed upon in writing.
6. Qwinn has the right to have certain works carried out by third parties. The applicability of articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
7. If Qwinn or third parties engaged by Qwinn perform work under the contract at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
8. Delivery takes place ex works of Qwinn. The Client is obliged to accept the goods at the moment that they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, then Qwinn is entitled to store the items at the expense and risk of the Client. The risk of loss, damage, or depreciation transfers to the Client at the moment the items are available to the Client.
9. Qwinn is entitled to execute the agreement in various stages and to invoice the thus executed part separately.
10. If the agreement is executed in phases, Qwinn can suspend the execution of those parts that belong to a next phase until the Client has approved the results of the preceding phase in writing.
11. The Client shall ensure that all information, which Qwinn indicates is necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to Qwinn in a timely manner. If the information required for the execution of the agreement is not provided to Qwinn in time, Qwinn has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay according to the usual rates. The term for the execution will not commence earlier than after the Client has provided the information to Qwinn. Qwinn is not liable for damage, of any nature, because Qwinn relied on incorrect and/or incomplete information provided by the Client.
12. If, during the execution of the agreement, it appears necessary to amend or supplement the agreement for its proper execution, then parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement, whether or not at the request or direction of the Client, of the competent authorities, etc., is changed and the agreement is thereby changed in a qualitative and/or quantitative manner, this may have consequences for what was originally agreed. Consequently, the originally agreed amount may also be increased or decreased. Qwinn will provide as much prior notice as possible of this. A change in the agreement may also change the originally specified term of execution. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
13. If the agreement is amended, including a supplement, then Qwinn is entitled to first have this approved by the person authorized within Qwinn and the Client has agreed to the price and other conditions stated for the execution, including the time to be determined at which it will be executed. Failure to execute the amended agreement immediately does not constitute default by Qwinn and is not grounds for the Client to terminate or cancel the agreement.
14. Without being in default, Qwinn can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
15. If the Client should fail in the proper performance of what he is obliged to Qwinn, then the Client is liable for all damage on the part of Qwinn thereby directly or indirectly caused.
16. If Qwinn agrees on a fixed fee or fixed price with the Client, Qwinn is nevertheless entitled at all times to increase this fee or price without the Client being entitled in that case to dissolve the agreement for that reason if the increase in the price results from a power or an obligation under the laws or regulations or its cause is due to an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
17. If the price increase, other than as a result of a change in the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, then only the Client entitled to title 5 section 3 of Book 6 BW is entitled to dissolve the agreement by a written statement unless Qwinn is still willing to execute the agreement on the originally agreed basis; if the price increase results from a power or an obligation on Qwinn under the law; if it is stipulated that the delivery will take more than three months after the conclusion of the agreement; or, in the case of delivery of an item, if it is stipulated that the delivery will take place more than three months after the purchase.

1. Qwinn is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fulfill the obligations of the agreement fully or on time, after the agreement has been concluded Qwinn learns of circumstances giving good ground to fear that the Client will not fulfill the obligations, if the Client was asked to furnish security for the fulfillment of his obligations from the agreement when the agreement was concluded and this security is not forthcoming or is insufficient or if due to the delay on the part of the Client, Qwinn can no longer be expected to fulfill the agreement at the originally agreed conditions.
2. Furthermore, Qwinn is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected of Qwinn.
3. If the agreement is dissolved, the claims of Qwinn on the Client are immediately due and payable. If Qwinn suspends the fulfillment of the obligations, he retains his claims under the law and the agreement.
4. If Qwinn proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs arisen in any way.
5. If the dissolution is attributable to the Client, Qwinn is entitled to compensation for the damage, including the costs, thereby directly and indirectly caused.
6. If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, then Qwinn is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any damages or indemnification, while the Client, due to non-performance, is obliged to pay damages or indemnification.
7. If the agreement is terminated prematurely by Qwinn, Qwinn will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work entails extra costs for Qwinn, these will be charged to the Client. The Client is obliged to pay these costs within the specified period unless Qwinn indicates otherwise.
8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance whereby the Client can no longer freely dispose of his assets, Qwinn is free to terminate the agreement forthwith and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any damages or indemnification. The claims of Qwinn on the Client in that case are immediately due and payable.
9. If the Client cancels an order in whole or in part, then the work that was carried out and the items or services that were ordered or prepared for this, together with the possible delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged to the Client in full.

1. Qwinn is not obliged to fulfill any obligation to the Client if he is hindered to do so due to a circumstance that is not due to fault, and not accounted for by law, a legal action, or generally accepted practice.
2. In these general conditions, in addition to what is understood in the law and jurisprudence, force majeure is understood to mean all external causes, foreseen or unforeseen, which Qwinn cannot influence but which prevent Qwinn from meeting his obligations. Force majeure events include, but are not limited to: strikes or labor disputes within Qwinn or involving third parties, natural disasters such as earthquakes, floods, or extreme weather, acts of war, terrorism, or cyberattacks, including disruptions caused by ransomware, hacking, or other malicious activities, pandemics, epidemics, or public health emergencies, including related government-imposed restrictions, government actions or regulations that prevent or restrict performance. Qwinn also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Qwinn should have fulfilled his commitment.
3. Both parties shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.
4. Qwinn can suspend the obligations from the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
5. Insofar as Qwinn at the time of the occurrence of force majeure has meanwhile partly fulfilled his obligations from the agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Qwinn is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

1. Payment must always be made within 15 calendar days after the date of the invoice, in a manner to be indicated by Qwinn and in the currency in which the invoice was made out, unless Qwinn indicates otherwise in writing. Qwinn is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client will then owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
3. Qwinn has the right to allow payments made by the Client to first reduce the costs, then the accrued interest, and finally the principal sum and the current interest. Qwinn may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Qwinn may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
4. The Client is never entitled to set off what he owes to Qwinn. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to section 6.5.3 (articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default in the timely fulfillment of his obligations, then all reasonable costs incurred in obtaining satisfaction outside court are for the account of the Client. The default of the Client, who is a natural person not acting in the exercise of a profession or business (private client), occurs after he has been summoned to pay within fourteen days after the day of the summons and payment is still not forthcoming. The summons will also indicate the consequences of non-payment. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice. However, if Qwinn has incurred higher costs for collection that were reasonably necessary, and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs made will be eligible for compensation. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the due collection costs.

1. The goods delivered by Qwinn within the framework of the agreement remain the property of Qwinn until the Client has properly fulfilled all obligations from the agreement(s) concluded with Qwinn.
2. The goods delivered by Qwinn, which fall under the reservation of ownership according to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any way encumber the goods subject to the reservation of ownership.
3. The Client must do everything that can reasonably be expected of him to safeguard Qwinn’s property rights. If third parties seize the goods delivered under reservation of ownership or wish to establish or apply any rights to them, the Client is obliged to inform Qwinn of this as soon as may reasonably be expected. Furthermore, the Client commits to insure the goods delivered under reservation of ownership and keep them insured against fire, explosion and water damage as well as against theft, and to make the policy of this insurance available for inspection at Qwinn’s first request. In case of an insurance payment, Qwinn is entitled to these tokens. As far as necessary, the Client undertakes in advance towards Qwinn to cooperate in everything that may be (expected to be) necessary or desirable in that context.
4. In the event that Qwinn wishes to exercise his property rights mentioned in this article, the Client gives unconditional and irrevocable permission in advance to Qwinn and third parties designated by Qwinn to enter all those places where Qwinn’s properties are located and take them back.

1. If Qwinn might be liable, then this liability is limited to what is regulated in this provision.
2. Qwinn is not liable for any type of damage arising because Qwinn relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If Qwinn might be liable for any damage, the liability of Qwinn is limited to a maximum of the invoice value of the order, at least to the part of the order to which the liability relates.
4. The liability of Qwinn is always limited to the amount of the payout of his insurer in the event.
5. Qwinn is solely liable for direct damage.
6. Direct damage solely includes the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, the possible reasonable costs incurred to make the deficient performance of Qwinn comply with the agreement, insofar as these can be attributed to Qwinn, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as intended in these general conditions.
7. Qwinn is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Qwinn or his senior subordinates.

1. All information exchanged between the parties in connection with this agreement, whether written, verbal, or electronic, shall be treated as confidential unless explicitly stated otherwise.
2. Confidential Information includes, but is not limited to, business strategies, technical data, financial information, and other proprietary details.
3. The receiving party shall use the Confidential Information solely for the performance of obligations under the agreement and not disclose Confidential Information to any third party without prior written consent, except where required by law or for professional advisors bound by confidentiality obligations.
4. Both parties shall apply reasonable care to protect the Confidential Information, commensurate with the standards they apply to their own confidential information.
5. Qwinn shall process personal data in compliance with applicable laws, including the General Data Protection Regulation (GDPR). Appropriate technical and organizational measures will be implemented to safeguard personal data from unauthorized access, loss, or misuse.
6. Upon termination or completion of the agreement, each party shall, upon request, return or destroy all Confidential Information of the other party, unless retention is required by law.
7. The obligations in this article shall remain in force for five (5) years following the termination or expiration of the agreement, or as required by law.

8. The Client indemnifies Qwinn against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to other than Qwinn. If Qwinn should be addressed by third parties for this reason, then the Client is obliged to assist Qwinn both outside and in court and immediately do all that can be expected in that case. If the Client fails to take adequate measures, then Qwinn is entitled, without notice of default, to proceed to do so himself. All costs and damage on the part of Qwinn and third parties thereby arise, will be for the account and risk of the Client.

9. Qwinn reserves all rights and authorities that come to him on the basis of the Copyright Act and other intellectual legislation. Qwinn has the right to use the knowledge increased on his side by the execution of an agreement for other purposes, as far as no strictly confidential information of the Client is brought to the knowledge of third parties.

1. Qwinn shall provide interim management services as agreed in the engagement letter or attached statements of work. These services may include, but are not limited to, strategic advisory, financial oversight, and business restructuring.
2. The specific role, responsibilities, and deliverables of the interim manager shall be defined in the agreement or accompanying documentation.
3. The interim manager shall have the authority necessary to fulfill the agreed responsibilities, subject to prior approval for decisions materially impacting the Client’s business.
4. The Client retains ultimate responsibility for business decisions and outcomes, unless otherwise agreed in writing.
5. The engagement of interim managers by Qwinn is strictly contractual and does not create an employment relationship between the interim manager and the Client. The Client indemnifies Qwinn and the interim manager from any claims arising from misclassification of the relationship as employment, except where such misclassification is due to gross negligence by Qwinn.
6. Interim managers shall treat all information disclosed during the engagement as Confidential Information, as defined in Article 9.
7. For a period of 12 months following the end of the assignment, interim managers shall not compete with the Client or solicit the Client’s employees, unless expressly agreed in writing.
8. The Client agrees to indemnify Qwinn and the interim manager against any claims, damages, or liabilities arising from decisions made in good faith within the scope of the assignment. This indemnification does not apply to actions resulting from gross negligence, willful misconduct, or fraud.
9. Interim management assignments shall be for a fixed duration or tied to specific project milestones, as outlined in the agreement.
10. Either party may terminate the engagement early with 3 months written notice, subject to payment of fees for services rendered up to the termination date.
11. The Client shall maintain adequate insurance coverage, including directors’ and officers’ liability insurance of at least €2.5 million, to cover risks associated with the interim manager’s role.
12. Qwinn may, at its discretion, require the interim manager to maintain professional liability insurance during the engagement.
13. Any disputes arising from interim management services shall first be referred to mediation

1. Qwinn shall provide Business Partnering Services as a subscription-based engagement, offering strategic and operational support without the need to define traditional project boundaries.
2. Specific services and deliverables shall be outlined in the agreement or appended service schedules.
3. The Client shall designate a primary point of contact to facilitate communication and coordination of services.
4. Timely provision of data, approvals, and resources by the Client is essential for the effective delivery of services.
5. Any requests for additional services or changes to the agreed scope shall be mutually agreed in writing and may be subject to additional fees.
6. Business Partnering Services are provided on a rolling basis with 3 months required for termination by either party. Upon termination, Qwinn shall deliver any outstanding reports or recommendations prepared up to the effective termination date.
7. The provisions on confidentiality and data protection under article 9 apply
8. Qwinn’s liability under Business Partnering Services shall be limited to direct damages as outlined in Article 8.
9. The Client indemnifies Qwinn against claims arising from the Client’s use of recommendations or insights provided under the engagement.

1. Only Dutch law applies to all legal relationships in which Qwinn is a party, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The judge in the place of business of Qwinn has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Qwinn has the right to submit the dispute to the legally competent judge.
3. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

1. The version that was valid at the time of the establishment of the legal relationship with Qwinn always applies.