ARTICLE 1 DEFINITIONS
In these general terms and conditions and other documents relating to the agreement, the following terms, both in the singular and plural and written with a capital letter, have the following meaning:
General Terms and Conditions: these general terms and conditions of Qupra Wholesale that apply to the provision of the Services and to all requests from, offers and Quotations to and Agreements with Contractors.
Application: a request by or for the Contractor, in a manner specified by Qupra, to provide a service.
Equipment: the equipment necessary to access and/or use the Service(s).
Call credit: the prepaid and unused amount that can be used to use the Service(s) at the agreed Rates.
Premium rate number: a network connection point for setting up a connection for which a fee or surcharge is due – in the Netherlands, for example, a 0900 number
Appendix: a document that forms an integral part of the Agreement in which the conditions of delivery are described, such as the General Terms and Conditions, Contract Document, Service Descriptions, Service Level Agreements and Price Lists.
Cloud : Resources, data and information are stored in a network that can be accessed by users on demand, using some form of Internet access, called the Cloud.
Content: information made available physically or online by or through Qupra.
Contractor: the party with whom Qupra negotiates the provision of Services, or the party with whom Qupra has concluded an Agreement for the provision of Services.
Contract Document: a document to be completed and/or signed by the Contractor or to be approved electronically, for example a model agreement drawn up by Qupra, which, after signing by the Contractor, forms part of the Agreement, and in which the Contractor must indicate which services he will purchase under the conditions described in this document and in the Agreement.
Service(s) : the name used in the General Terms and Conditions for the option to make nonexclusive use of the Software as a Service services developed by Qupra via (the system of) Qupra, whether or not in subscription form. which uses the platform developed by Qupra for the purpose of the Contractor, as offered by Qupra and agreed by the Contractor and Qupra in the Agreement, including, but not limited to, the supplied (electronic) products, hardware, Content, software, website, portals, data files, number retention, consultancy, implementation and maintenance, but not limited to, facilities made available by Qupra.
Service Provider: the supplier of hardware, software, services and networks that Qupra uses for the Service(s).
Service Description: a document that describes the (technical) details of the Services, such as functionalities and specifications of the Services and that forms part of the Agreement as an Appendix.
Domain name: a unique name by which or under which an Internet website or other Internet-related Service or facility can be identified, consisting of a unique Contractor, within the given possibilities, chosen name followed by a period (letter character) and an indication of a country, area or species or other unique type of domain.
User: the Contractor and/or the person(s) who, in accordance with the Agreement, has/have the right to use the Service as described in Article 8 by or on behalf of him.
Internet Services: Services such as access to the Internet, hosting of websites, email and/or registration of a Domain Name and related Services.
IP address: a unique number consisting of a series of digits used on the Internet to identify machines or a location.
License: the non-exclusive right of use granted under the Agreement or the General Terms and Conditions to use an (electronic) Service.
Qupra: Qupra BV, a private company with limited liability, with its registered office at 1013 CX Amsterdam and its office at Nieuwe Hemweg 26, trading under the name Qupra Wholesale and registered in the trade register of the Amsterdam Chamber of Commerce under number 18084786 and/or the third parties engaged by Qupra to provide the Service.
Number portability: this service allows the Contractor to keep the same telephone number if he changes provider.
Quotation: any offer from Qupra for the provision of a Service.
Agreement: any (framework) agreement between the Contractor and Qupra regarding the provision of Services, including the Appendices, which in any case include the General Terms and Conditions. Personal data: data that can be traced back to the Contractor and/or User.
Price List: an online overview of the rates that Qupra charges for the provision of Services.
Ready for Service date: the date on which the Service ordered by the Contractor has been delivered and can be put into use by the Contractor.
Service Level Agreement: a document, where applicable, describing the level of Services and forming part of the Agreement as an Appendix.
Software as a Service (SaaS) : software developed and managed by Qupra that communicates with third-party applications and thus forms a user interface that is offered as a Service and can be accessed by the user via Internet access (with or without a VPN).
Rate: the applicable rates agreed with the Contractor and described in the Rate Plan and/or the generally applicable rates as can be found on the Website and as may be adjusted by Qupra from time to time.
Tariff Plan: the document in which the rates agreed by Qupra and the Contractor are recorded.
Access code: (login) data provided by Qupra to the Contractor with which access to the Service can be obtained.
Dispatch: the physical or electronic sending or making available of (parts of) Service(s) by Qupra to the Contractor.
VoIP: Voice over Internet Protocol; the protocol used by Qupra for voice telephony over the Internet.
Facilities: all facilities made available to the Contractor for the purpose of providing the Service(s), as described in Article 19 of these General Terms and Conditions, such as tools, hardware and/or software (from third parties), physical connections, cables and instruments, with which access to the Service(s) can be obtained.
Website: the Qupra website at www.qupra.nl or any Qupra related website, including the Qupra order portal and knowledge database.
Working days: Monday to Friday excluding national holidays.
ARTICLE 2 APPLICABILITY OF CONDITIONS AND AMENDMENT OF CONDITIONS
2.1 The General Terms and Conditions apply to all requests from, offers and Quotations to and Agreements with Contractors unless explicitly agreed otherwise in writing by Contractor and Qupra. Purchasing conditions and/or other (general) conditions of Contractor are hereby expressly rejected and do not apply.
2.2 These General Terms and Conditions also apply to any subsequent Agreements between the Contractor and Qupra, unless otherwise agreed in writing.
2.3 Qupra has the right to unilaterally change the General Terms and Conditions. Such changes, unless expressly agreed otherwise in writing or electronically, also apply to existing Services and Contractor(s). Qupra will take into account the reasonable interest of the Contractor. Changes to the General Terms and Conditions will take effect 1 month after publication on the Website or via the invoice or at another time, as stated in the publication. The Contractor will then have the right to terminate the agreement with effect from the date on which the proposed changes would take effect if the Contractor is disadvantaged by these changes. The termination referred to in this paragraph does not affect the Contractor’s payment obligations.
2.4 The General Terms and Conditions can be consulted via the Website. They will also be sent free of charge by Qupra upon first request.
2.5 If one or more provisions of the General Terms and Conditions and/or the Agreement are declared inapplicable by court order or otherwise, this shall not affect the applicability of the remaining provisions. The parties shall establish (a) new provision(s) in replacement, which shall give effect to the intention of the original General Terms and Conditions and/or the Agreement as much as legally possible.
2.6 In the event of any conflict between provisions of the Agreement, the following priority rule shall apply:
a. the main text of the Agreement
b. the Tariff Plan and general price list
c. the Service Description
d. the Service Level Agreement (if applicable)
e. any other documents relating to the Agreement f. the General Terms and Conditions
ARTICLE 3 OFFER AND REQUEST
3.1 All Requests and/or Quotations from Qupra are entirely without obligation and can be revoked by Qupra at any time before the Agreement is concluded, unless the contrary has been expressly agreed in writing.
3.2 Unless expressly stated otherwise in writing or electronically, Qupra’s Quotations and Requests are valid for 30 calendar days.
3.3 The Service is requested by placing a Request via the Qupra order portal or in any other manner indicated by Qupra and, unless expressly agreed otherwise, takes place by signing and/or electronically confirming the Contract Document by the Contractor. All correspondence with Qupra must be sent to the address of Qupra included in the definitions of these general terms and conditions or to the email address provided to the Contractor for that purpose.
3.4 The Contractor is responsible for the accuracy of the data provided by or on behalf of him that are used in the Quotation and/or Application. The content of the Quotation or Application of the Contractor as received by Qupra is considered correct between the parties. Qupra can only process an Application if the Contractor provides all requested cooperation and information. If the Application is ultimately not honored as a result of circumstances attributable to the Contractor, the Contractor will be obliged to reimburse Qupra for reasonable costs incurred.
3.5 Companies and legal entities are requested to provide a recent extract of the registration(s) no later than 6 months after signing the Agreement. to the Chamber of Commerce to Qupra as well as a copy of and a valid identification document (as referred to in the Identification Obligation Act) of the authorised representative of the company or legal entity. The Application must and is deemed to have been made by a (statutory) authorised representative of the legal entity. If a request is made to send an extract from the trade register but Qupra does not receive it, the Application is deemed to have been made in the name and on behalf of the authorised representative of the legal entity. In the event of bankruptcy of the legal entity, the obligations will be transferred to this authorised representative.
3.6 Qupra is at all times entitled to have the creditworthiness of the company or legal entity in question assessed. In the event of a negative credit score, Qupra is entitled to impose Page 5 of 21 AV Qupra Wholesale 9-2022 Notice: The General Terms and Conditions have been translated for ease of reference. Should any discrepancies arise, the original Dutch version shall take precedence. additional requirements with regard to payment. Qupra is entitled to request reasonable security for the fulfilment of the payment obligations of the Contractor. This security may consist of, but is not limited to, a deposit, a guarantee from the parent company of the Contractor or a bank guarantee. The Contractor is obliged to provide security acceptable to Qupra at the first request of Qupra.
3.7 Qupra reserves the right to refuse, postpone or suspend a Request for the Service, or in the event of insufficient demand to combine Requests and/or their delivery, which will be communicated to the Contractor as soon as possible. Qupra is entitled to refuse, postpone or suspend the Request for the Service if Qupra has justified doubts about the creditworthiness of the Contractor and a security requested by Qupra as referred to in Article 3.6 is not provided or if a direct debit authorisation requested by Qupra to be debited from the bank account of the Contractor (if agreed) is not issued.
ARTICLE 4 FORMATION OF THE AGREEMENT
4.1 The Agreement, including any amendments thereto, shall be concluded on (i) the date of written or electronic confirmation of the Application by Qupra to the Contractor, or (ii) by and on the date of signature by both parties of an offer or Quotation from Qupra or any other document, such as the Tariff Plan and price list, or (iii) or in the absence thereof at the time of the actual commencement of the provision of the Service by Qupra or when Qupra is enabled to perform such provision by the Contractor.
4.2 Qupra will send the Contractor a written confirmation of the Application as made by the Contractor as soon as possible.
4.3 If the Contractor has met all conditions, Qupra will ensure that the Contractor has access to the Service after the Agreement has been concluded.
4.4 All delivery periods used by Qupra are target periods and exceeding the period cannot be attributed to Qupra. Qupra strives to inform the Contractor as well as possible about the expected delivery time.
ARTICLE 5 DURATION AND TERMINATION OF SERVICE
5.1 Duration and termination
5.1.a The Agreement shall be concluded on the date as determined in Article 4.1 and the term (duration) of the Agreement shall commence at the time of the actual delivery of the Service by Qupra, or at the time of the possibility of the Service being put into use by the Contractor.
5.1.b Unless otherwise agreed in writing, the Agreement is entered into for a period of one (1) year.
5.1.c Unless otherwise agreed in writing, the Agreement will be tacitly extended for periods of one (1) year, unless one of the parties notifies the other party of its intention to terminate the Agreement with 1 month’s notice.
5.1.d If the Agreement or a purchased Connection is terminated prematurely, i.e. before the end of the minimum period of one (1) year or the extended term of the Agreement, or is terminated due to an attributable shortcoming of the Contractor, then – without prejudice to the other rights of Qupra – a redemption sum is owed by the Contractor immediately after the premature termination or termination. This redemption sum consists, in addition to outstanding invoiced amounts for the Service, of (i) one hundred percent (100%) of the fixed monthly recurring rates for the Connection and – if applicable – (ii) the monthly variable rates for the Connection for the entire initial term or extended term of the Agreement or the relevant Connection. The part of the lump sum relating to the monthly variable rates for the Connection is determined by the average monthly volume that is used for the Service has been run and invoiced by Qupra during the already expired period to be multiplied by the number of months that the Agreement or the relevant Connection was terminated or terminated too early. If the Contractor terminates the Agreement or a Connection before delivery of the Service, he is also liable for the one-off rate for the installation and/or delivery of the Service – without discounts.
5.1.e If the Contractor wishes Qupra to cooperate in the transition to the services of a new supplier after the (premature) termination of the Agreement, the Contractor must inform Qupra in writing at least 1 month in advance. Qupra is not obliged to provide this cooperation and may impose additional conditions and rates. If Qupra continues Service(s) in part during the transition period to be agreed upon, any applicable discount percentages will lapse and the standard rates will be charged. These General Terms and Conditions will also remain fully applicable to these Services.
5.1.f Termination of the Service must be made in writing, using contact details published on the Website, or in any manner specified on the Website.
5.1.g In the event of an objectionable price increase, other than a price increase caused by a price adjustment as described in article 5.1.i of these General Terms and Conditions, the Contractor shall have fourteen (14) calendar days from the date of announcement of the price increase to terminate the Service in writing by registered mail, unless the price increase does not exceed 5% on an annual basis. After the expiry of the period of fourteen (14) calendar days, the Contractor shall be deemed to have accepted the price increase.
5.1.h In the event of termination by the Contractor, Qupra will send the Contractor a written or electronic confirmation of the termination and the date on which the service will be terminated within 2 weeks of receipt of the termination.
5.1.i If a measure established by or pursuant to statutory regulation or a judicial decision relevant to the sector requires Qupra to make a change to the Service, the Contractor cannot derive any right from this to dissolve or terminate the Agreement.
5.2 Termination by Qupra; blocking
5.2.a Qupra is entitled to terminate the Service, without this resulting in any liability or obligation for damages towards the Contractor, if it has become apparent that delivery of the Service is (reasonably) not possible (or cannot be deemed possible) as a result of technical or other obstacles.
5.2.b Qupra is entitled to immediately block, suspend or terminate the Service in whole or in part after notice of default if the Contractor fails to comply or fails to comply fully with any obligation under the Agreement or General Terms and Conditions and does not indicate that it will comply with this obligation in the future.
5.2.c Qupra is entitled, without this resulting in any liability or obligation for damages towards the Contractor, to terminate the Service and other Agreements in whole or in part, to discontinue or suspend the Service with immediate effect without further notice of default or judicial intervention, in the event that it is reasonable to assume that the Contractor:
- has entered into the Agreement under false pretenses or has failed to provide Qupra with correct information or changes thereto (in a timely manner) and there is a suspicion of misuse and/or improper use of the Service;
- acts contrary to the law or morality or causes damage to Qupra or a third party;
- there is a government decision to do so, including for safety and security reasons;
- will not fulfil the obligations arising from the Agreement, unless the failure does not justify termination due to its minor significance.
5.2.d If delivery of the Service is terminated for one or more of the reasons mentioned in Article 5.2.b or 5.2.c, all payments due by the Contractor shall become immediately and fully due and payable.
5.2.e If Qupra (temporarily) blocks access to the Service as a result of an attributable shortcoming of the Contractor, the Contractor is nevertheless obliged to pay the costs due for the Service during the period of this blocking.
5.2.f If the Contractor purchases more Services from Qupra, these can be charged together on one (1) invoice. Qupra is therefore entitled to charge the Contractor for more than one (1) invoice.
If the Contractor fails to pay his invoice (in part) on time, he will block all Qupra Services.
5.2.g Qupra is entitled to terminate the Agreement without further notice of default or judicial intervention with immediate effect in the event that the bankruptcy of the Contractor has been requested or declared, a suspension of payments has been requested or a creditors’ agreement has been concluded with other creditors.
ARTICLE 6 OFFERS
6.1 For optimal service and provision of services, Qupra informs the Contractor about offers, new developments and Services offered by or in collaboration with Qupra.
6.2 The Contractor may at any time request Qupra, free of charge, in writing or electronically, to cease sending this information.
ARTICLE 7 THE SERVICE(S) AND THE SERVICE LEVEL
7.1 (Technical) details of the Services are described in the relevant Service description that can be requested free of charge from Qupra. Qupra reserves the right to unilaterally adjust the Service description
7.2 Qupra will make every effort to make the Service available during the agreed period. Qupra will make every effort to provide the Service as uninterrupted as possible. However, Qupra does not provide any guarantees regarding the quality and availability of the Service.
7.3 Qupra does not guarantee the suitability or usability of the Services for the purpose that the Contractor has in mind, even if this purpose has been made known to Qupra in advance. The Service Description is leading. For the sake of clarity: Qupra is not obliged to maintain, change or add certain functionalities of the Service or software specifically for the Contractor.
7.4 The Contractor shall ensure that all software, hardware and peripherals required for the Service are available and that they are properly installed and functioning. The Contractor shall be responsible for its own internet access by connecting to the required computer and/or telecommunications network, whether or not by means of a Virtual Private Network (“VPN”) connection.
7.5 The Contractor is responsible for the adequate security of the computer and telecommunications networks used by him. The Contractor guarantees that he has taken all measures to prevent misuse of the Service. Qupra shall never be liable in this regard and the Contractor indemnifies Qupra against all claims, even if the Contractor has adjusted his security level on the instructions of Qupra. Qupra makes every effort to optimize the Service by means of the security provided by it for the benefit of the Service, but does not guarantee that this security is sufficient under all circumstances and Qupra excludes all liability for damage resulting from suboptimal security, security leaks and/or (unlawful) infringement by third parties
7.6 Qupra is entitled to make changes to or in the Service without prior notice to the extent that this is necessary for the required maintenance and/or due to improvements and/or innovations in the Service, but will take into account the reasonable interests of the Page 9 of 21 AV Qupra Wholesale 9-2022 Notice: The General Terms and Conditions have been translated for ease of reference. Should any discrepancies arise, the original Dutch version shall take precedence. Contractor as much as possible. If necessary and if possible, Qupra will inform the Contractor in a timely manner by means of publication on the Website, electronically or by letter. Qupra is entitled, among other things, to (temporarily):
- to block access to (parts of) the Service and/or (parts of) its system and/or interfaces or to restrict the use thereof,
- to implement procedural and technical changes to the Service (such as changes to the Network over which the Service is provided) and/or the Access Code(s),
- during maintenance of the Service, to temporarily block it or restrict its use.
7.7 Qupra is not liable for any damage suffered by the Contractor as a result of any measures referred to in this article. If the Contractor incurs costs as a result of the measures referred to in this article, these costs will be borne entirely by the Contractor.
7.8 Qupra is free to engage third parties, such as network and service providers, to provide the Service.
ARTICLE 8 USE OF THE SERVICE
8.1 The Contractor is obliged to follow the reasonable instructions of Qupra regarding the use of the Service and, where applicable, to pass them on to its users. The Contractor, and its customers, are obliged to act in accordance with applicable laws and regulations, applicable standards of decency and to behave towards Qupra and other users of the Service in accordance with what may be expected of a responsible and careful Contractor.
8.2 The Contractor is responsible for all use of the Service, including in any case all use of the Access Code, VoIP accounts and related usage of those VoIP accounts, even if this is caused by third parties. The Contractor is furthermore fully responsible for all expressions and information on its website or via other forms of media, including but not limited to social media such as Twitter, LinkedIn and Facebook.
8.3 The use of the Service means acceptance of the condition that Contractor is responsible for changing services in the Qupra portal. Such changes may have cost consequences for Contractor and its customers. These possible costs of changing services are at the expense and risk of Contractor, even if Contractor’s customer does not want to pay these costs to Contractor.
8.4 The right to use the Service is only granted to the User(s) who has/have the right to use it according to the Agreement. If and as soon as the Service has been used by more or other users than specified in the Agreement, the Contractor is obliged to pay the fee normally charged by Qupra for such additional consumption. Qupra reserves the right to monitor the actual use of the Service by the Contractor. Its findings and administration are leading for whether or not to adjust the invoice to the Contractor.
ARTICLE 9 PRICES AND RATES
9.1 Qupra provides the Service Qupra provides at the time of the creation of the Agreement prices and rates used by Qupra, which can be found on the Website and/or are stated in the Agreement. Unless otherwise agreed in writing and depending on the Service(s) provided, the Contractor owes Qupra:
a. a fixed rate agreed monthly with the Contractor and
b. a one-time fee for the installation and/or delivery of the Service.
9.2 Unless otherwise stated, all prices used by Qupra are exclusive of VAT. All prices and rates are exclusive of any other levies resulting from statutory regulations and exclusive of administration and shipping costs
9.3 Qupra is entitled to change the prices or rates used, including if the costs that Qupra must incur in the context of its services increase. Qupra will publish this on its Website and/or the invoice, inform the Contractor as soon as possible of a rate change. In accordance with Article 5.1.d of these General Terms and Conditions, the Contractor has the option, if the rates payable for the Service are increased with difficulty, to terminate the Service without becoming liable for damages to Qupra. By the date the price increase takes effect, unless the price increase does not exceed 5% on an annual basis. In this case, the Contractor cannot hold Qupra liable for compliance with the Agreement. The Contractor is in no case entitled to terminate the Service if the change in the rates is necessary to comply with rules set by or pursuant to law.
9.4 Unless otherwise stated, and in accordance with the agreement in the previous paragraph and art. 5.1d, amended prices and rates apply after 1 month from the moment they are announced by Qupra.
9.5 Qupra is entitled to change the rates and prices monthly. Changes based on this section will be announced by Qupra in advance.
9.6 To the extent that the agreed fees are related to a specific period and are not due for the entire period, Qupra may charge a pro rata amount per calendar day.
ARTICLE 10 INVOICING AND PAYMENT
10.1 Qupra invoices the Service upon or after (commencement of) delivery of the Service, and if this concerns a subscription, in advance for the entire subscription period, or for the monthly costs, unless expressly agreed otherwise in writing or electronically.
10.2 The electronic invoice with any accompanying overviews will be sent to the e-mail address provided by the Contractor for this purpose. At the request of the Contractor, Page 11 of 21 AV Qupra Wholesale 9-2022 Notice: The General Terms and Conditions have been translated for ease of reference. Should any discrepancies arise, the original Dutch version shall take precedence. Qupra can provide a paper invoice with any accompanying overviews. Qupra is entitled to charge reasonable costs for this.
10.3 The data registered by Qupra regarding the Connection and its use are binding as the basis for invoicing.
10.4 Payment
10.4.a Unless otherwise agreed in writing, payment will be made by means of automatic SEPA direct debit from the bank account of the Contractor, for which the Contractor will provide written authorization to Qupra.
10.4.b Qupra will send the Contractor a monthly invoice for the Services provided.
10.4.c If payment is not made by direct debit, a payment term of fourteen (14) calendar days after the invoice date applies.
10.4.d Unless expressly agreed otherwise in writing or electronically, monthly subscription fees will be charged by Qupra in arrears each month and paid by the Contractor by means of (automatic) advance payment.
10.4.a The Contractor shall be in default without further notice of default if he allows the payment term referred to in Article 10.4.c to expire without fulfilling his payment obligation.
10.4.b Payments made by the Contractor shall always be used primarily to satisfy of any interest and costs due and secondly of the oldest outstanding invoices, even if the Contractor states that the payment relates to a later invoice.
10.4.c If payment is not made within fourteen (14) calendar days after receipt of the payment reminder, Qupra is entitled to charge statutory interest from the day that the term referred to in this paragraph has expired. Payment must be made by the Contractor without being entitled to any claim for withholding, discount, settlement or compensation.
10.4.d If the Contractor is in default or otherwise fails to comply with the Agreement or these General Terms and Conditions, Qupra shall be entitled to charge all actual (collection) costs incurred to obtain satisfaction and to charge default interest from the moment that the Contractor is in default, without prejudice to the consequences that the law attaches to such default/failure.
10.5 Objections to the amount charged by Qupra and/or written off amounts must be notified to Qupra in writing by the Contractor as soon as possible, but no later than fourteen (14) calendar days after the invoice date. Any suspension of the payment term can only take place after prior written permission from Qupra. If the objections of the Contractor prove to be unfounded, the Contractor shall be liable for the reasonable costs incurred by Qupra. The data generated by Qupra shall be leading in assessing the objections. After the expiry of the term referred to in this paragraph, the Contractor shall be deemed to have agreed to the amount charged.
10.6 Any claim by the Contractor to offset an outstanding amount against Qupra’s claim is excluded.
ARTICLE 11 DELIVERY, INSTALLATION, MODIFICATION AND CUSTOM AND ADDITIONAL WORK
11.1 The delivery terms specified by Qupra are indicative. The delivery and installation terms are partly dependent on the technical facilities and circumstances of and/or at the Contractor and any changes or adjustments that must be made to these for the delivery and/or installation of the Services. Delivery terms may not be achieved due to, for example, the lack of adequate internet access.
11.2 The Services will be delivered, and if agreed installed, at the address (and where applicable on the relevant floor/level) as entered by the Contractor on the Contract Document pertaining to the relevant Service. If Qupra provides the installation of the Service, Qupra will charge costs in accordance with the then applicable price list.
11.3 If the Contractor withdraws his Application before the commencement of the provision of the Service, wishes to make changes to it or terminates the Agreement, Qupra is entitled to charge any administration costs, change costs and/or cancellation costs to the Contractor. If cancellation of the Service proves impossible, Qupra is entitled to charge the Contractor all initial costs and the initial monthly installments for the Service.
11.3 If the Contractor withdraws his Application before the commencement of the provision of the Service, wishes to make changes to it or terminates the Agreement, Qupra is entitled to charge any administration costs, change costs and/or cancellation costs to the Contractor. If cancellation of the Service proves impossible, Qupra is entitled to charge the Contractor all initial costs and the initial monthly installments for the Service.
11.5 Technical changes
11.5.a Qupra advises at all times to use hardware and/or software recommended by Qupra and to follow the technical advice of Qupra. If Qupra is forced to perform additional work in order to be able to provide the Service due to the use of non-recommended hardware and/or software or the failure to follow the technical advice of Qupra, Qupra is entitled to charge reasonable costs for this.
11.5.b If, at the initiative or through the actions or omissions of the Contractor, a change has occurred in the infrastructure as a result of which the performance of the Service is no longer possible, Qupra is entitled to terminate the Service. In these cases, Qupra is entitled to charge reasonable costs for this.
11.6 Changes at the request of the Contractor – Customisation
11.6.a If Qupra, at the request of the Contractor or with its prior consent, carries out work that falls outside the content or scope of the agreed Service, or if it concerns a request from the Contractor for custom work, then this work will be compensated in accordance with Qupra’s usual rates, unless otherwise agreed in writing or electronically. Custom work also applies if a system analysis, a design or a specification is expanded or changed.
11.6.b If it has been agreed that the work referred to in Article 11.5a will be carried out in phases, Qupra is entitled to postpone the commencement of the work of the next phase until approval has been granted for the work carried out by Qupra prior to that phase.
11.6.c If an acceptance test for software and/or customization has been agreed, the test period, unless expressly agreed otherwise in writing or electronically, will be a maximum of 14 calendar days after delivery, or if Qupra carries out the installation itself, after completion of the installation.
11.6.d The change requested by the Contractor and/or the customization shall be deemed accepted if:
- no acceptance test has been agreed between the Contractor and Qupra upon delivery ;
- Qupra will carry out the installation itself, upon completion;
- an acceptance test has been agreed on the first day after the expiry of the maximum test period;
- Qupra receives a test report before the end of the test period showing that the errors mentioned have been corrected;
- Qupra has found that the Contractor used the Service for purposes other than testing during the test period.
11.6.e Acceptance of the software and/or customization may not reasonably be withheld if it contains minor imperfections, being errors, that do not reasonably impede operational or productive use. Unless expressly agreed otherwise in writing or electronically, acceptance may also not reasonably be withheld if it concerns subjective aspects, such as for example the design or the user-friendliness.
11.6.f If the acceptance test shows that the software and/or customization does not meet the agreed functional specification, Qupra will make every effort to meet the agreed specification within a reasonable period of time.
11.7 Work for the benefit of the Contractor – Additional work
11.8 If Qupra is required to perform work for the Contractor, for whatever reason, that is not recorded in writing in the Agreement and does not fall under the provisions of Article 11.6, or if costs arise because the Contractor is in default in any way and thereby makes the performance of the Agreement impossible or difficult, such work and/or costs will be considered additional work and as such will be charged to the Contractor at Qupra’s then applicable rates.
ARTICLE 12 FORCE MAJEURE
12.1 Force majeure is understood to mean any shortcoming in the performance of the Agreement that cannot be attributed to Qupra, because it is not due to the fault of Qupra, nor is it attributable to Qupra under the law, legal act or any generally accepted view. The Contractor can therefore not hold Qupra accountable for its obligations. Force majeure also exists if Qupra is unable to fulfil its obligations as a result of actions or omissions by the Contractor, defects and/or malfunctions in the (peripheral) equipment, systems and/or network of the Contractor, improper use of or intrusion into the (peripheral) equipment of the Contractor, DDoS attack( s ), fraud, abuse, maintenance, war( threat ), riot, terror, attacks, fire, water damage, frost, lightning, storm, flood, earthquake, (nuclear) explosions, strike, occupation of a company, government measures, disruption in the supply of energy and/or electricity, safety and environmental requirements, refused or limited access to plots and/or buildings, delays in obtaining necessary permits and/or disruptions or shortcomings in (communication) services provided by third parties.
12.2 In the event of temporary force majeure, including but not limited to the situation in which a Service requested by the Contractor is temporarily not available to the Contractor, Qupra is entitled to extend the relevant delivery period by the period of the temporary force majeure.
12.3 In the event of force majeure in the fulfillment of an obligation under the Service or other Agreement to which these General Terms and Conditions have been declared applicable, Qupra’s obligations shall be suspended and Qupra shall not be liable to pay any damages to the Contractor, without prejudice to the provisions of Article 6:78 of the Dutch Civil Code.
12.4 If Qupra is unable to meet its obligations for a period longer than 3 months due to a nonattributable shortcoming, both Qupra and the Contractor are entitled to terminate the Agreement by means of a written statement. The Contractor must then have given Qupra every opportunity to restore the functioning.
ARTICLE 13 QUPRA LIABILITY
13.1 Qupra takes all reasonably possible technical and organizational measures for the safety and security of its systems, taking into account the nature of the risks, the state of the art and the costs of their implementation.
13.2 The Contractor is aware that the use of the internet, the digital and/or electromagnetic storage and transfer of information entails risks in the area of data retention and security. Given these risks, Qupra cannot guarantee the confidentiality of personal data, message traffic or other information used, distributed and/or stored by the Contractor.
13.3 Qupra exercises all reasonable care to ensure the quality of the Services provided by Qupra, but cannot guarantee the absence of errors or omissions therein.
13.4 Qupra shall not be liable for any damage, including but not limited to loss of profit, damage to career, damage caused by the leaking of confidential data and/or damage resulting from claims by third parties against the Contractor, other than in the event of intent or gross negligence.
13.5 In no event shall Qupra be liable for the manner in which the Contractor uses the Services, Connections or Facilities provided by Qupra and for the services, software or equipment purchased by him from third parties that he uses in connection with the Service. The Contractor shall indemnify Qupra against claims from third parties relating to the content of the data, internet and/or voice traffic and/or the data that the Contractor sends using the Service(s), Connections and/or Facilities and/or insufficient compliance by the Contractor with any obligation towards Qupra, whether or not arising from the Agreement or these General Terms and Conditions.
13.6 Qupra is further only liable for direct property damage of the Contractor that is directly related to an (attributable) shortcoming in the fulfillment of any Agreement or any other obligation of Qupra towards the Contractor, to the extent that the law so provides. Liability is in any case limited per event to a maximum of an amount equal to the fixed monthly amount owed by the Contractor to Qupra for the Service provided or per series of events that are mutually related to a maximum of an amount equal to four times the fixed monthly amount owed by the Contractor to M Qupra with a maximum of € 10,000 per calendar year. Liability is excluded for any form of indirect or consequential damage (such as lost turnover, downtime damage and/or lost profit) of the Contractor.
13.7 Qupra is not liable for the provision of information services beyond that stated in Article 6:196c of the Dutch Civil Code.
13.8 Qupra is not liable for damage resulting from the (partial) loss of data because it has not been received by the Contractor or because this data is no longer accessible and/or appears to be corrupt, nor for damage resulting from data transported via any Qupra Service.
13.9 The Contractor is obliged to limit any damage as much as possible.
13.10 The Contractor must report any damage suffered by him to Qupra in writing as soon as possible, but no later than thirty (30) calendar days after the damage occurred or after he should reasonably have been aware of the damage, on penalty of forfeiture of these claims.
13.11 The Contractor shall indemnify Qupra against all claims by third parties relating to the use of the Service by the Contractor and/or insufficient compliance by the Contractor with any obligation towards Qupra , whether or not arising from this Agreement or the General Terms and Conditions.
13.12 The Contractor shall be liable for all use or misuse of the Service and the number(s) assigned to it, VoIP accounts and associated services, domain names, IP addresses, user names, passwords, email address(es). The Contractor is responsible for the security of the data placed by Contractor on its systems. Contractor is also responsible for the security of its (peripheral) equipment (such as telephone exchanges and servers) against improper use of this (peripheral) equipment by third parties or against intrusion into this (peripheral) equipment by third parties. Qupra is not liable for damage resulting from this improper use and/or this break-in and indemnifies Qupra for damage and costs related to this.
13.13 The Contractor is not permitted to use any of the following in violation of one or more obligations arising from the law and/or the Agreement: making of the Service, including unlawful spamming , the distribution of unlawful content, hacking or any other abuse. The Contractor is liable for the consequences thereof. If there is (a reasonable suspicion of) improper use of the Service towards Qupra or third parties, the Contractor is fully liable for the costs incurred by Qupra and/or third parties and the damage suffered as a result and the Contractor must indemnify Qupra . Qupra has the right to immediately inform competent government institutions and third parties with relevant interests of all information that is relevant to and/or about the improper use, including personal data, without this leading to any liability.
13.14 Qupra is not liable for any damage suffered by the Contractor as a result of the services or network services and/or disruptions therein provided to Qupra by third parties.
ARTICLE 14 OBLIGATIONS OF THE CONTRACTOR
14.1 Contractor undertakes to execute the Agreement with due observance of Qupra’s interests. Contractor shall not hinder Qupra in any way in the delivery of its Service(s) and shall follow its reasonable instructions. For example, Contractor is not permitted to perform actions, such as starting processes and/or programs on Qupra’s systems, which in Qupra’s opinion can be assumed to cause damage to Qupra’s systems and/or other (internet) users. If the Contractor fails to do so and Qupra suffers damage due to the actions or omissions of the Contractor, Qupra may recover this damage from the Contractor.
14.2 Contractor shall provide Qupra with all information it requires to deliver and maintain the Service(s). This includes, but is not limited to, timely reporting of changes to address details, billing details and/or other relevant data.
14.3 The Contractor shall refrain from any act or omission towards Qupra that conflicts with statutory provisions and/or provisions in these General Terms and Conditions and/or the Agreement or may result in such conflict.
14.4 The Contractor guarantees that it has all (legally) required registrations, including but not limited to registrations with the Netherlands Authority for Consumers and Markets (ACM), for the provision of its services to its customers.
14.5 If delivery of the ordered Service is not possible, Qupra may impose additional conditions that the Contractor must meet before the Service will be delivered. If these additional conditions are not met, the Contractor cannot claim delivery of the Service.
14.6 The Contractor shall adhere to the generally accepted rules of conduct for internet use. It is possible that the Service Description contains additional specific provisions in this regard. The Contractor shall also adhere to the rules of conduct applicable to the relevant Service(s). He shall include such obligations in the agreements with his customers/users.
ARTICLE 15 QUPRA SUPPORT, ADMINISTRATION AND SUPPORT, COMPLAINTS
15.1 The Contractor must contact Qupra for complaints, support and technical or administrative changes. The Contractor communicates as much as possible via the Qupra portal and/or the designated web forms or e-mail. The Contractor can reach Qupra Support during the opening hours indicated on the Qupra website for questions and assistance regarding the Service.
15.2 The support provided to the Contractor is an obligation of best efforts, whereby Qupra can never guarantee a result.
15.3 In the event that (Qupra Support) Qupra provides support to the Contractor, attempts to resolve any complaints or otherwise attempts to assist, the Contractor must reasonably cooperate in this regard. If, as a result of the Contractor’s non-cooperation, any problems cannot be resolved or Qupra cannot properly fulfil its obligations, this shall be at the Contractor’s risk.
15.4 In the event of non-compliance, the Contractor is obliged to grant Qupra a reasonable period of time, taking into account the complexity of the technology, to properly provide the Service.
15.5 The Contractor agrees to the procedures used by Qupra Support, the administration and the suppliers of technical support, among other things, engaged by them. If the Contractor and/or the User is not prepared to follow the designated procedure and/or to perform the actions requested of him, Qupra unfortunately cannot provide further support. This will then be entirely at the expense and risk of the Contractor.
15.6 The Contractor cannot derive any rights from communications made by employees of Qupra Support or administration. Actions that the Contractor performs at the request of employees of Qupra are at the expense and risk of the Contractor.
15.7 In the event that the Contractor requests support, Qupra is entitled to inspect the personal data and user files of the Service, to the extent necessary for the requested support.
ARTICLE 16 PERSONAL AND TRAFFIC DATA, SECURITY AND DATA PROTECTION
16.1 Qupra does not collect more Personal or traffic data than is necessary for the delivery of its Service(s) and its business operations. The collected data is only processed in accordance with the legal provisions and for the purposes as reported, kept and processed at the Dutch Data Protection Authority in The Hague. The Contractor gives permission to process and use its data for the purpose of databases or automated files that Qupra uses in the context of its services and invoicing. This data is stored and managed in compliance with the applicable (privacy) legislation.
16.2 The processing of personal and traffic data is intended to:
- the provision and performance of the Service(s);
- activities aimed at responsible business operations, such as security, risk limitation and integrity research, partly to prevent fraud and abuse; • financial administration and the invoicing process, including: collection, complaint handling and the provision of data to third parties for the purpose of collecting debts;
- the management, expansion and optimization of the customer base, possibly with the help of (direct) marketing activities by third parties;
- developing, expanding and improving Qupra’s services and products, partly by informing customers and with the help of (direct) marketing and market research;
- complying with legal obligations, such as providing data to competent authorities in the context of criminal proceedings or in the interests of national security and
- training and educating our own staff.
Personal and traffic data will not be retained for longer than is necessary for business operations or required by law or competent authorities
16.3 Qupra ensures the security of Personal Data by taking organizational and technical measures.
16.4 Personal and/or traffic data by Qupra, he may contact Qupra in writing or by email, for the attention of the customer service department.
16.5 The Contractor is obliged to immediately report any suspicion of a data breach via the email address support@qupra.nl. If the Contractor fails to do so, the Contractor will be liable for the costs of the data breach. to make such a report immediately after the suspicion has arisen, he is liable for all damage that Qupra suffers or may suffer. In addition, Contractor remains obliged to immediately report any suspicion of a data leak to the Dutch Data Protection Authority in the manner indicated by that authority ( https://autoriteitpersoonsgegevens.nl ).
ARTICLE 17 COPYRIGHT/INTELLECTUAL PROPERTY
17.1 All copyrights and other industrial or intellectual property rights, as well as similar rights relating to the Service(s) provided, belong exclusively to Qupra and/or its suppliers.
17.2 No provision in the Agreement or these General Terms and Conditions between Qupra and the Contractor shall constitute any transfer to the Contractor of any rights as referred to in art.
17.2.1, unless expressly agreed otherwise in writing or electronically.
17.3 The Contractor is not permitted to modify, reproduce and/or publish any Content and/or software in whole or in part without prior written or electronic permission from Qupra, other than as necessary for the normal and indicated use of the Service.
17.4 The Contractor is not permitted to make any removal, change or addition to any trademark, copyright notice, title or other indication relating to the rights referred to in Article 17.1 without the prior written or electronic consent of Qupra.
17.5 Without prior written or electronic permission from Qupra, it is the Contractor is not permitted to edit, translate, (de)compile or use the software for reverse engineering.
17.6 If and to the extent that Qupra uses the (licenses to) rights as referred to in art. 17.1 made available to Qupra by third parties, the terms and conditions of those third parties shall apply with regard to the rights, in addition to what has been agreed in these General Terms and Conditions. However, the applicability of these third party terms and conditions may never detract from or create further obligations for Qupra than those arising from these General Terms and Conditions, the Agreement and/or the law.
ARTICLE 18 TRANSFER OF RIGHTS
18.1 Qupra is entitled to transfer its rights and/or obligations under the Agreement to subsidiaries and/or group companies, or to a legal successor(s), by which transfer Qupra will be released from its obligations towards the Contractor.
18.2 The transfer of rights and/or obligations under Article 18.1 of these General Terms and Conditions never gives the Contractor a legally valid ground for terminating the Agreement.
18.3 The Contractor is reasonably obliged, at the request of Qupra, to provide all cooperation deemed necessary by Qupra for the said transfer.
18.4 The Contractor shall not be entitled to transfer any rights or obligations under the Service to a third party without the prior written consent of Qupra. Qupra shall Page 20 of 21 AV Qupra Wholesale 9-2022 Notice: The General Terms and Conditions have been translated for ease of reference. Should any discrepancies arise, the original Dutch version shall take precedence. consent to this not reasonably withheld and is entitled to charge reasonable costs for the transfer of the Service. A request for transfer shall be submitted in writing and signed by the Contractor and the third party. For the record: as described in article 10.7 of these general terms and conditions, any monetary claims that the Contractor has on Qupra cannot be transferred to third parties.
ARTICLE 19 ACCESS CODES, NUMBERS, ETC.
19.1 For the purpose of a Service, Qupra may make 1 or more Access Codes available to the Contractor. The Contractor may not assert any rights with regard to the use and/or retention of (a) such Access Code(s).
19.2 Qupra reserves the right to change or withdraw the numbers and/or email addresses and/or IP addresses made available and any associated user names, passwords and/or other Access Codes. In that case, Qupra will endeavor to notify the Contractor of this as soon as possible and, if possible, to apply a transition period.
19.3 Qupra is not liable for any damage suffered by the Contractor as a result changes in the national numbering plan or other legislation or regulations that mean that uninterrupted use of numbers and/or e-mail addresses and/or IP addresses and any associated user names, passwords and/or other access codes is no longer possible.
19.4 The Contractor guarantees that it will refrain from any conduct and use of numbers and/or e-mail addresses and/or IP addresses and any associated user names, passwords and/or other Access Codes that is in conflict with the national numbering plan and other applicable laws or regulations.
ARTICLE 20 ADJUSTMENTS
Qupra may change, suspend or withdraw its offering of Services at any time based on quality and/or quantity considerations.
ARTICLE 21 MANAGEMENT OF QUPRA SYSTEMS
21.1 Qupra is entitled to (temporarily) disable its systems and/or limit their use without prior notice to the extent necessary for the required maintenance of the systems, or due to improvements or innovations to those systems.
21.2 Qupra is entitled to make changes to the access procedure (login procedure) of the Services.
21.3 Qupra is not liable for any damage suffered by the Contractor as a result of the provisions of this Article 22.
ARTICLE 22 APPLICABLE LAW AND DISPUTES
22.1 These General Terms and Conditions, the Agreement and its formation are governed by Dutch law.
22.2 All disputes arising from these General Terms and Conditions and/or the Agreement that cannot be settled amicably will be settled in the first instance by the competent judge in the Amsterdam District Court.
Notice: The General Terms and Conditions have been translated for ease of reference. Should any discrepancies arise, the original Dutch version shall take precedence
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