Terms and Conditions

These Terms and Conditions ("T&C") apply to your use of the Quivix services, including but not limited to web design, logo design, and web hosting services, provided by Freelancer Wenzel Natebus, operating under the trade name “Quivix”, Wilhelm-Busch-Straße 19, 06118 Halle (Saale), Germany ("Quivix", "we", "us", or "our").

By using the services, or by continuing to use the services after being notified of a change to these terms, you agree to these T&C.

Supplementary terms or documents which may be published on the website from time to time are expressly incorporated into these T&C by reference. We reserve the right, in our sole discretion, to amend these T&C at any time and without stating reasons. It is your responsibility to review these T&C regularly to stay informed about updates.

1. THE SERVICES

1.1

Quivix shall provide and the Client shall purchase the services in accordance with the accepted offer/quotation, which forms the subject matter of this agreement.

1.2

This agreement excludes all other terms and conditions which the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

1.3

From the start date, Quivix shall provide the services in return for payment of the fees in accordance with the payment terms, as expressly stated in the accepted offer/quotation or otherwise agreed under this agreement.

1.4

Quivix shall provide the services described in the accepted offer/quotation (or otherwise agreed under this agreement) with reasonable care and skill.

1.5

Quivix shall use its best efforts to fulfil its obligations under this agreement. Time shall not be of the essence in relation to the performance of such obligations.

2. BASIS OF THE SERVICE

2.1

No employee or representative of Quivix is authorised to make any representation concerning the services unless confirmed in writing by Quivix.

2.2

By entering into this agreement, the Client acknowledges that it does not rely on any representation that has not been confirmed in writing, and waives any claim for breach of such representations.

2.3

No variation of this agreement shall be binding unless agreed in writing between the authorised representatives of the Client and Quivix.

2.4

Sales literature, price lists, and other documents issued by Quivix in relation to the services may be changed without notice and shall not constitute offers capable of acceptance.

2.5

An order submitted by the Client may not be withdrawn, cancelled, or amended prior to acceptance by Quivix. No contract for the supply of services shall be binding on Quivix unless Quivix has issued an offer expressly stated to be an offer for the supply of services, or has accepted the Client’s order, whichever occurs earlier, by:

2.5.1

Quivix’s written acceptance; or

2.5.2

the performance of the services; or

2.5.3

the issuance of an invoice by Quivix.

2.6

Any typographical, clerical, or other accidental errors or omissions in sales literature, quotations, price lists, order acceptances, invoices, or other documents or information issued by Quivix may be corrected without any liability on the part of Quivix.

3. PRICE

3.1

The price for the services shall be the price stated in the accepted offer/quotation at the time of acceptance of the Client’s order, or such other price as may be agreed in writing between Quivix and the Client.

3.2

Where Quivix has quoted a price different from the price listed in Quivix’s published price list, such quoted price shall remain valid for 14 days (or such shorter period as Quivix may specify).

3.3

Quivix reserves the right to increase the price for the services by giving notice to the Client at any time prior to delivery, in order to reflect any increase in costs to Quivix due to any factor beyond Quivix’s control (such as foreign exchange fluctuations, currency regulations, changes in duties, significant increases in labour, materials, or other transport costs), any change in the service specifications, quantities, or requirements requested by the Client, or any delay caused by the Client’s instructions or the Client’s failure to provide Quivix with adequate information or instructions.

3.4

All prices are exclusive of any applicable value added tax (VAT), excise tax, sales tax, or similar taxes or duties imposed by any competent authority in respect of the services, which shall be payable by the Client in addition.

4. PAYMENT

4.1

All payments due under this agreement shall be made within 7 days from the date of the relevant invoice, without set-off, withholding, or deduction, except for any tax amounts which a party is required by law to withhold or deduct.

4.2

Time for payment shall be of the essence of this agreement.

4.3

If the Client fails to pay any amount due under this agreement on the due date, Quivix shall, without prejudice to any other rights or remedies available under applicable law, be entitled to charge interest on such overdue amount on a daily basis at an annual rate of 5% plus the applicable base interest rate of the Deutsche Bundesbank, from day to day, both before and after judgment.

4.4

All payments shall be made to Quivix as specified on the acceptance form or invoice issued by Quivix.

5. PERFORMANCE OF THE SERVICES AND DELIVERABLES

5.1

Quivix is a professional service provider and shall determine the manner in which the services are performed at its own initiative, provided that Quivix cooperates with the Client and complies with all reasonable and lawful requests of the Client.

5.2

Quivix may perform the services at such times and on such days as Quivix determines, provided that Quivix ensures the services are performed on such days and at such times as are required for proper delivery.

5.3

The services shall be delivered by Quivix to the location or by the method specified in the accepted offer/quotation.

5.4

If the Client fails to provide any instructions, documents, licences, consents, or approvals required for the services to be delivered at the relevant time, Quivix shall, after written notice to the Client, be entitled to store (or arrange storage of) the deliverables. Notwithstanding any other provision of this agreement, risk shall pass to the Client, delivery shall be deemed to have occurred, and the Client shall pay Quivix all costs and expenses arising from such failure, including storage and insurance charges.

5.5

From the start date, Quivix shall provide, in return for payment in accordance with the accepted offer/quotation, the deliverables expressly listed in the schedule (if any) or otherwise agreed under this agreement.

6. RELATIONSHIP

6.1

Quivix provides the services to the Client as an independent contractor and not as an employee.

6.2

Quivix may provide services to other clients, provided this does not adversely affect Quivix’s contractual obligations to the Client.

6.3

Quivix is not authorised and shall not purport to have authority to enter into any contract or incur any obligation in the name of, or on behalf of, the Client.

7. ASSIGNMENT

7.1

Quivix may assign or transfer this agreement, or any part of it, to any person, firm, or company.

7.2

The Client may not assign or transfer this agreement, or any part of it, without Quivix’s prior written consent.

8. CLIENT DEFAULT

8.1

If the Client fails to make payment by the due date, Quivix shall, without prejudice to any other rights or remedies, be entitled to:

8.1.1

cancel the order and/or suspend further performance of services for the Client; and

8.1.2

apply any payments already made by the Client for the services (or for services performed under any other agreement between the Client and Quivix) as Quivix deems appropriate.

8.2

This clause shall apply if:

8.2.1

the Client fails to perform or comply with any of its obligations under this agreement or otherwise breaches the agreement; or

8.2.2

the Client enters administration, makes a voluntary arrangement with its creditors, becomes bankrupt, enters liquidation, or any creditor takes possession of the Client’s property or assets, or a receiver is appointed; or

8.2.3

the Client ceases or threatens to cease business; or

8.2.4

Quivix reasonably believes that any of the above events is about to occur and notifies the Client accordingly.

8.3

Where this clause applies, Quivix shall, without prejudice to any other rights or remedies available, be entitled to terminate the agreement or suspend further performance of services without liability to the Client. Where services have been provided but not paid for, the price shall become immediately due and payable, notwithstanding any previous agreement.

9. WARRANTIES

9.1

Quivix warrants to the Client that:

9.1.1

Quivix will comply with all applicable laws and regulations relevant to the exercise of Quivix’s rights and the performance of Quivix’s obligations under this agreement;

9.1.2

Quivix has, or has access to, the necessary know-how, expertise, and experience to perform its obligations under this agreement;

9.1.3

the deliverables will materially conform to the accepted offer/quotation;

9.1.4

the deliverables will be supplied free from material defects.

10. LIABILITY

10.1

Except in the case of death or personal injury caused by Quivix’s negligence, Quivix shall not be liable, whether arising from representations, implied warranties, conditions, or other terms, or from any duty at common law, or under the express terms of this agreement, for loss of profit or any indirect, special, or consequential loss, damage, costs, expenses, or other claims (whether caused by Quivix’s employees, agents, or otherwise) arising out of or in connection with the provision of the services.

10.2

The Client shall indemnify Quivix against all loss, damages, costs, claims, and expenses arising from loss of or damage to equipment (including third-party equipment) caused by the Client, its representatives, or employees.

10.3

Where the Client consists of two or more persons, the expression “Client” shall include all such persons and each of them. All obligations of such Client shall be joint and several obligations of those persons.

10.4

Quivix shall not be liable to the Client for delay in performing, or failure to perform, any of Quivix’s obligations where the delay or failure results from any cause beyond Quivix’s control, and such delay or failure shall not constitute a breach of this agreement.

11. COMMUNICATION

11.1

All notices between the parties relating to this agreement shall be in writing and sent by email to the email address stated by each party in the documents forming part of this agreement, or to any other address notified by the Client to Quivix.

11.2

Notices shall be deemed received if sent on a business day before 4:00 pm (CET) at the time of transmission by email; otherwise, on the next business day.

12. FORCE MAJEURE

12.1

If either party is prevented from performing its obligations under this agreement due to events beyond its control, such as war, national emergency, flood, weather, earthquake, strike, or lockout, this shall not constitute a breach of that party’s obligations.

12.2

That party shall notify the other party without undue delay and take all reasonable steps to resume performance of its obligations.

12.3

The above clause shall not apply to strikes or lockouts where such action is caused by the party that has become unable to perform.

12.4

Each party shall compensate the other party for any breach of this agreement and for all expenses and costs incurred by that party in enforcing its rights under this agreement.

12.5

If the period of inability to perform exceeds 3 months, this agreement shall automatically terminate unless the parties agree otherwise in writing.

13. WAIVER

Any waiver by Quivix of any breach of contract by the Client shall not be deemed a waiver of any subsequent breach of the same or any other provision.

14. SEVERABILITY

If any provision of this agreement is declared invalid or unenforceable in whole or in part by a competent authority, the validity of the remaining provisions of this agreement and the remainder of the provision in question shall not be affected.

15. THIRD PARTY RIGHTS

A person who is not a party to this agreement shall have no rights under this agreement.

16. SAVINGS CLAUSE

Every effort has been made to ensure that these terms strictly comply with the relevant provisions of the Unfair Contract Terms Directive (93/13/EEC). However, if any clause is found to be unlawful, invalid, or otherwise unenforceable, such clause shall be deemed severed from these terms and shall not affect the validity and enforceability of the remaining provisions.

17. GOVERNING LAW AND JURISDICTION

This agreement shall be governed by German law and the parties agree to submit to the exclusive jurisdiction of the courts of Saxony-Anhalt, Germany.