Terms & Conditions
Version 1.0, effective 9 October 2026
These general terms and conditions apply to all services provided by Q-Gene B.V., also trading as EugeneKuipers.com, established at Zonnebos 12, 5263 EX Vught, the Netherlands, and registered with the Dutch Chamber of Commerce under number 24308687 ("Q-Gene").
1. Definitions
1.1 Client: the party that engages Q-Gene to provide Services.
1.2 Agreement: the agreement between Q-Gene and the Client for the provision of Services, including any proposal or statement of work accepted by the Client.
1.3 Services: the interim management, advisory and business development services provided by Q-Gene.
1.4 Consultant: the person who performs the Services on behalf of Q-Gene.
2. Applicability
2.1 These terms apply to every proposal by Q-Gene, every Agreement and all Services.
2.2 The Client’s own general terms and conditions do not apply, unless Q-Gene has accepted them in writing.
2.3 Deviations from these terms are valid only if agreed in writing. If the Agreement and these terms conflict, the Agreement prevails.
2.4 If any provision is void or annulled, the other provisions remain in force and the parties will replace the provision with a valid one that comes closest to its purpose.
3. Nature of the engagement
3.1 The Agreement is a contract for services (overeenkomst van opdracht) within the meaning of article 7:400 of the Dutch Civil Code. It is not an employment agreement and the parties do not intend it to be one.
3.2 Q-Gene performs the Services to the best of its ability and with the care expected of a professional service provider. Q-Gene commits to effort, not to a specific result, unless a result is expressly agreed in writing.
3.3 Q-Gene decides independently how the Services are performed, in consultation with the Client about objectives and planning. Q-Gene is free to work for other clients.
3.4 Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code do not apply.
4. Role and authority of the Consultant
4.1 The Consultant acts in an advisory and management support capacity. Unless the parties have expressly agreed otherwise in a separate written agreement, the Consultant:
is not a managing director under the articles of association (statutair bestuurder), officer or employee of the Client or of any company affiliated with the Client;
has no authority to represent or bind the Client and does not sign contracts on its behalf;
has no access to or authority over the Client’s bank accounts and does not make payments on its behalf;
does not hire, dismiss or take other formal decisions concerning the Client’s personnel.
4.2 Any job title used for the Consultant, such as interim CEO or interim manager, is a functional description only. It does not confer any power of representation or formal position.
4.3 All decisions, and their implementation, are and remain the responsibility of the Client and its competent corporate bodies. The Consultant advises and supports; the Client decides.
4.4 If the Client wishes the Consultant to accept a formal position or power of attorney, this requires a separate written agreement that includes at least an indemnity and adequate directors’ and officers’ liability insurance arranged by the Client.
5. Obligations of the Client
5.1 The Client provides in good time all information, access and decisions that Q-Gene reasonably needs to perform the Services, and guarantees that this information is correct and complete.
5.2 Delays or additional costs caused by late, incorrect or incomplete information or decisions are for the Client’s account.
6. Fees and expenses
6.1 The Client pays the fees set out in the Agreement. All amounts are exclusive of VAT.
6.2 Travel, accommodation and other out-of-pocket expenses incurred for the Services are charged at cost, unless agreed otherwise.
6.3 Q-Gene may adjust its fees once a year, as of 1 January, in line with the consumer price index published by Statistics Netherlands (CBS).
7. Invoicing and payment
7.1 Q-Gene invoices monthly in arrears, unless agreed otherwise. Invoices are payable within 14 days of the invoice date, without set-off, discount or suspension.
7.2 Objections to an invoice must be submitted in writing within 14 days of the invoice date and do not suspend the obligation to pay the undisputed part.
7.3 If the Client does not pay on time, it is in default by operation of law and owes statutory commercial interest (article 6:119a of the Dutch Civil Code) and reasonable collection costs. Q-Gene may then suspend the Services until all amounts due have been paid.
8. Term and termination
8.1 The Agreement runs for the term stated in it. If no term is stated, it runs for an indefinite period.
8.2 Either party may terminate the Agreement by giving one month’s written notice, unless the Agreement provides otherwise.
8.3 Either party may terminate the Agreement in writing with immediate effect if the other party is declared bankrupt, is granted a suspension of payments, or fails to remedy a material breach within 14 days of written notice.
8.4 Fees and expenses for Services performed up to the end date remain payable.
9. Confidentiality
9.1 Each party keeps confidential all information of the other party that it knows or should understand to be confidential, and uses it only for the Agreement.
9.2 This obligation continues for three years after the Agreement ends. It does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law or court order.
10. Intellectual property
10.1 Documents and other results that Q-Gene creates specifically for the Client under the Agreement become the property of the Client once all amounts due have been paid.
10.2 Q-Gene keeps all rights to its existing and generic methods, models, templates, tools and know-how, including improvements made during the Services. The Client receives a non-exclusive, perpetual right to use these for its own business, as far as they are incorporated in the results.
11. Liability
11.1 Q-Gene is liable only for direct damage that results from an attributable failure in the performance of the Agreement, and only after the Client has given Q-Gene written notice of default with a reasonable period to remedy the failure.
11.2 Q-Gene’s total liability, on any legal basis, is limited to the fees (excluding VAT) that the Client paid to Q-Gene under the Agreement for the three months preceding the event that caused the damage.
11.3 Q-Gene is not liable for indirect or consequential damage, including loss of profit, loss of revenue, missed savings, business interruption, loss of data and reputational damage.
11.4 Every claim against Q-Gene lapses twelve months after the Client became aware, or could reasonably have become aware, of the damage.
11.5 The limitations in this article do not apply to damage caused by intent or wilful recklessness of Q-Gene’s management.
11.6 The Consultant and other persons engaged by Q-Gene are not personally liable. They may rely on these terms as against the Client.
12. Indemnity
12.1 The Client indemnifies Q-Gene and the Consultant against all claims of third parties that relate to the Services or to decisions taken by the Client, including claims based on the allegation that the Consultant acted as a director or policymaker of the Client, and against the reasonable costs of defending such claims.
12.2 This indemnity does not apply as far as the claim results from intent or wilful recklessness of Q-Gene or the Consultant.
13. Non-solicitation
During the Agreement and for twelve months after it ends, neither party will employ or otherwise engage persons who were involved in the Services on behalf of the other party, without that party’s prior written consent.
14. Force majeure
14.1 Q-Gene is not liable for a failure to perform that is caused by circumstances beyond its reasonable control, including illness or incapacity of the Consultant.
14.2 If such a situation lasts longer than 30 days, either party may terminate the Agreement in writing, without any obligation to pay damages.
15. Personal data
15.1 Each party complies with the General Data Protection Regulation when processing personal data in connection with the Agreement.
15.2 If Q-Gene processes personal data on behalf of the Client, the parties will conclude a data processing agreement.
16. Taxes
Q-Gene is responsible for the taxes and social security contributions that relate to its own business and to the Consultant.
17. Changes to these terms
Q-Gene may amend these terms. The version that applied when the Agreement was concluded continues to apply to that Agreement, unless the parties agree otherwise.
18. Governing law and disputes
18.1 Dutch law governs these terms and every Agreement.
18.2 Disputes are submitted exclusively to the District Court of Oost-Brabant, the Netherlands.
18.3 These terms are drawn up in English. Dutch legal terms in brackets determine the meaning of the English terms they accompany.