Expert QA & RA Consulting for Medical Device Software

Terms & Conditions

Article 1 – Definitions
In these general terms and conditions, the following terms shall have the following meanings:
Client: the natural or legal person who engages the services of MedQR Consulting.
MedQR Consulting: the contractor, registered with the Dutch Chamber of Commerce under number 88173410.
Agreement: the contract for services concluded between MedQR Consulting and the Client.
Services: all consultancy activities and advice provided by MedQR Consulting in the broadest sense of the word.

Article 2 – Applicability
2.1 These general terms and conditions apply to all offers, quotations, agreements, and other legal relationships whereby MedQR Consulting provides services, unless explicitly agreed otherwise in writing.
2.2 The applicability of any general or purchasing conditions of the Client is expressly excluded.
2.3 If one or more provisions of these terms are found to be invalid or are annulled, the remaining provisions shall remain fully in effect.

Article 3 – Formation of the Agreement
3.1 An agreement is concluded once the offer or assignment confirmation from MedQR Consulting is accepted in writing or by email by the Client.
3.2 Verbal agreements are binding only if confirmed in writing.

Article 4 – Execution of the Agreement
4.1 MedQR Consulting will perform the agreement to the best of its knowledge and ability, in accordance with professional standards.
4.2 MedQR Consulting reserves the right to engage third parties where necessary for the proper execution of the services.
4.3 The Client shall provide all necessary information and cooperation required for the timely and proper execution of the services.

Article 5 – Timeframes
5.1 Any deadlines indicated by MedQR Consulting are indicative unless explicitly agreed otherwise in writing.
5.2 Exceeding a deadline does not entitle the Client to compensation or termination of the agreement.

Article 6 – Fees and Payment
6.1 Unless otherwise agreed, services are provided at an agreed hourly rate or fixed fee.
6.2 All prices are exclusive of VAT and any government levies.
6.3 Invoices must be paid within 30 days of the invoice date, unless otherwise agreed in writing.
6.4 If payment is not received within the stated term, the Client is in default by operation of law, and MedQR Consulting is entitled to suspend its services.

Article 7 – Cancellation and Termination
7.1 The Client may cancel an agreement in writing. If cancelled within five (5) business days before commencement of the services, MedQR Consulting reserves the right to charge up to 50% of the agreed fee.
7.2 If the Client terminates the agreement during the course of execution, the Client shall pay for the work performed and costs incurred up to that point.
7.3 MedQR Consulting may terminate the agreement with immediate effect if the Client materially breaches its obligations.

Article 8 – Liability and Indemnification
8.1 MedQR Consulting is only liable for direct damages resulting from a demonstrable and attributable failure to perform its obligations.
8.2 Liability is always limited to the amount paid out under MedQR Consulting’s professional liability insurance, plus the applicable deductible.
8.3 MedQR Consulting is never liable for indirect damages, including consequential loss, loss of profit, or business interruption.
8.4 The Client shall indemnify MedQR Consulting against any third-party claims related to the execution of the agreement.

Article 9 – Force Majeure
9.1 MedQR Consulting shall not be obliged to fulfil any obligation if it is prevented from doing so due to force majeure.
9.2 Force majeure includes, but is not limited to: illness of personnel or third parties, government restrictions, power failures, pandemics, and any circumstances beyond MedQR Consulting’s reasonable control.

Article 10 – Intellectual Property
10.1 All intellectual property rights related to services, reports, advice, and other deliverables remain the property of MedQR Consulting.
10.2 The Client is not permitted to reproduce, publish, or commercially exploit any material without MedQR Consulting’s prior written consent.

Article 11 – Confidentiality
11.1 Both parties shall maintain strict confidentiality regarding all confidential information exchanged during the execution of the agreement.
11.2 This obligation shall remain in force even after the agreement has been terminated.

Article 12 – Governing Law and Disputes
12.1 All legal relationships between MedQR Consulting and the Client shall be governed exclusively by Dutch law.
12.2 Any disputes shall be submitted to the competent court in the district in which MedQR Consulting has its registered office.