Article 1 - General
1.1 These General Terms and Conditions apply to any market research to be carried out relating to an offer and/or quotation and/or assignment and/or agreement, hereinafter referred to as "Assignment" between IR-Insight , hereinafter referred to as "Contractor" and the (potential) client, hereinafter referred to as "Client".

1.2 Deviations from these General Terms and Conditions can only be agreed in writing and only apply to the Assignment to which they have been explicitly declared applicable. Any General Terms and Conditions of the Client do not apply unless the (partial) applicability thereof in addition to the applicability of these terms and conditions has been agreed in writing between the parties.

1.3 If one or more of the provisions of these General Terms and Conditions are invalid, contrary to law or otherwise unenforceable, this shall not affect the validity of the remaining provisions. The parties will negotiate in good consultation about a new provision to replace the invalid or unenforceable provision, which follows the purport of the invalid or unenforceable provision as closely as possible.

1.4 Each Assignment takes place with due observance of the Code of Conduct for Market Research and Statistics. Assignments will never be in conflict with mandatory provisions of the international ESOMAR code of conduct.

Article 2 - Investigation Briefing
2.1 The Contractor must inform itself sufficiently about the objectives of the Client with the Assignment.

2.2 Research proposals from the Contractor are based on the information provided by the Client. The Client guarantees that to the best of its knowledge it has provided all essential information for the design and performance of the Assignment. The Client also guarantees that it is entitled to have all data provided to the Contractor, including address material, used for market research.

2.3 All information provided by the Client to the Contractor in the context of the investigation, including the information during the investigation briefing, is strictly confidential and the Contractor is obliged to keep it confidential. This confidentiality obligation also applies if the Contractor has received information from the Client and the assignment is not given to the Contractor.

Article 3 - Research proposals and offers
3.1 All research proposals and quotations from the Contractor are without obligation. An assignment is deemed to have been concluded as soon as the Contractor has confirmed the assignment after agreement has been reached on the research proposal, or after agreement has been reached, with the knowledge of the Client, has started to carry out the research.

3.2 The Contractor may charge costs for making a research proposal, provided this has been agreed in advance with the Client.

3.3 Rates and costs offered by the Contractor cannot be increased for one month after the offer, unless the research cannot take place within the period stated in the research proposal due to the fault of the Client or the Contractor has reserved the right to increase. The amounts stated in quotations are always exclusive of turnover tax.

3.4 The person who agrees to this agreement / quotation on behalf of the Client thereby indicates that he is authorized to sign and budget on behalf of the Client.

Article 4 - Liability
4.1 The Contractor will perform the Assignment to the best of its knowledge and ability. This obligation has the character of a best efforts obligation, unless otherwise agreed in writing.

4.2 The Contractor is liable for any shortcomings in the performance of the Assignment, insofar as these are the result of the Contractor's failure to observe the care and expertise that may be relied on in this respect. The liability for the damage on this account is limited to the amount of the compensation that the Contractor has received for its activities in the context of the Assignment.

4.3 Any claims from the Client must be submitted within one year after the discovery of the damage, failing which the Client has forfeited its rights. Any liability of the Contractor for any consequential damage suffered by the Client is excluded. Consequential damage is understood to mean, among other things, all damage resulting from any form of use of research results by the Client or third parties, and the Client will indemnify the Contractor against claims in this respect from third parties.

Article 5 - Delivery time and planning
5.1 Agreed delivery times are not binding in the event of delay due to unforeseen circumstances associated with interim changes to the Assignment or other circumstances that neither the Contractor nor The Client reasonably had to take into account when the agreement was concluded. If the Contractor foresees a delay, it will immediately inform the Client thereof.

5.2 If the Client wishes to make a change to the agreed time schedule, the Contractor will cooperate, provided that the Client enters into timely consultation with the Contractor about this and furthermore on the condition that, depending on the circumstances of the case in question, this cooperation is reasonable on the part of the Contractor. may be required. If the Client deviates from the fieldwork data, the Contractor is entitled to charge the costs arising from the change in the agreed time schedule desired by the Client to the Client. Unless a deviating agreement has been made in writing about the term referred to below, the Client must always make known any deviations from the agreed time schedule at least ten working days before the planned start time of the fieldwork. If the Client does not observe this term, the Contractor is entitled to full payment of the fee agreed for the fieldwork. Any replacement income will be deducted from this reimbursement.

Article 6 - Changes/additional work
6.1 If the Client wishes to make changes to the design and/or content of the investigation, the Client will consult with the Contractor in good time. The Contractor will cooperate with the desired changes, provided that this can reasonably be expected of the Contractor and agreement has been reached on this and on the costs that can reasonably be charged extra or can be reasonably deducted.

6.2 The Contractor is never permitted to make changes to the agreed design and/or content of an investigation without the Client's consent.

6.3 If the Contractor has to carry out more work than provided for in the research proposal on which the Assignment is based, it will enter into consultation with the Client about this. The additional work to be performed by the Contractor will be borne by the Client, unless the need to perform this additional work was caused by negligence on the part of the Contractor or because the Contractor made an incorrect assessment or could reasonably have foreseen the relevant work. The amount of the compensation involved in the additional work in question will be determined by the parties in consultation.

Article 7 - (Premature) termination of the Assignment/suspension and dissolution of the Assignment
7.1 The Client may terminate the Assignment in writing at any time, in which case all costs incurred by the Contractor for the performance of the Assignment will be invoiced to the Client until the moment of termination. The Client can use the services of the Contractor for the invoiced remaining amount up to 24 months after the date of termination of the Assignment. The remaining amount for the remuneration of the Assignment will be invoiced by the Contractor to the Contractor no later than 12 months after the date of termination.

7.2 If, as a result of a cause that can be attributed to the Contractor, the Assignment is not carried out in accordance with the research proposal on which it is based, the Client will give the Contractor written notice of default and the Client will inform the Contractor, with due observance of a term of seven (7) days, the opportunity to still properly perform the Assignment. The Client is only then not obliged to give the Contractor the opportunity to do so, if this cannot reasonably be expected of the Client. Additional costs incurred by the Contractor after notice of default are not eligible for reimbursement. Only if the shortcoming of the Contractor continues after notice of default, the Client is entitled to cancel the Assignment.

7.3 If, due to a cause that can be attributed to the Client, the Contractor has not been able to perform the Assignment or has not been able to perform it in accordance with the underlying research proposal, the Contractor will give the Client written notice of default, subject to a period of seven (7) days. and offer the Client to still perform the Assignment, unless this cannot reasonably be expected of the Contractor. If the Client does not make use of said offer, the Client is obliged to compensate the damage suffered by the Contractor as a result of the non-performance of the assignment. The Contractor is entitled to dissolve the Assignment without notice of default and/or to suspend the execution of the Assignment, if others The Client fails to fulfill its obligations towards the Contractor, or fails to do so on time or properly.

7.4 If the Contractor or Client is declared bankrupt, applies for (provisional) suspension of payments or discontinues business operations, the other party has the right to terminate the Assignment with immediate effect. The costs remain payable.

Article 8 - Terms of payment
8.1 The rates stated in a research proposal and/or quotation include travel and accommodation costs, unless stated otherwise. Costs that the Contractor may charge to the Client must be specified in outline by the Contractor upon request.

8.2 Unless otherwise agreed, invoicing will take place as follows: The contractor will send an invoice of 50% of the quoted amount, if the total sum exceeds € 6,000, as a down payment for the research, after the contract has been awarded. After completion of the investigation by delivery of a final report, the remaining amount, including any additional costs, will be invoiced. The remaining invoice will be sent on the scheduled date of delivery of the final report, however, if the Contractor postpones delivery, the date of invoicing will also shift after the new delivery date. If the total sum is € 6,000 or less, the amount will be sent as a 100% invoice after the contract has been awarded.

8.3 Payment must be made within fourteen (14) days of the date of the original invoice, unless agreed otherwise. After this due date, an interest of 2% per month, with a minimum of €120 per invoice, will be charged. If the client has additional requirements regarding the invoice to be received, the client must indicate this when awarding the contract and make an effort to provide any necessary information as quickly as possible.

Article 9 - Intellectual property
9.1 All rights (including copyright) to the following (research) material remain with the Client/are transferred to the Client: a. questionnaires, instructions, specifications, data files and other information provided by the Client; b. the outcome of the market research - in the form of reports, advice, etc. - if the Assignment concerns tailor-made research, on the condition that the Client has fully paid the amounts due to the Contractor in respect of the Assignment. In this context, tailor-made research means all market research activities, both qualitative and quantitative, that are carried out specifically or only for the Client.

9.2 The Contractor is not permitted to (any part of) the in Article 9.1. to bring the said material to the attention of third parties without the permission of the Client.

9.3 All rights, including copyright, to the following research material are and will remain vested in the Contractor: a. research proposals, cost estimates, quotations, etc.; b. all research material produced by the Contractor, such as models, techniques, instruments, datasets and software; c. the outcome of the market research in the form of reports, advice, etc. if the Assignment concerns multi-client research. In this context, multi-client research means all market research activities, both qualitative and quantitative, that are carried out in the context of research, insofar as the data is available from and/or for more than one Client.

9.4 The Client is not permitted to use (any part of) the in Article 9.3. to bring the said material to the attention of third parties without the consent of the Contractor. The Client can do so in Article 9.3. sub c. reproduce such material for internal use and otherwise use it for internal use.

9.5 Publication of data specifically from multi-client surveys is not permitted unless the Contractor gives written permission for this. This permission can only be obtained if the following conditions are met: acknowledgment of the source, limited use of the figures and inspection and prior approval of the publication of the article by the Contractor. The Contractor reserves the right at all times not to give permission for publication.

Article 10 - Damage to or by test material
10.1 All damage that occurs to test material that has been made available to the Contractor by the Client is at the expense of the Contractor, unless this damage is caused by factors beyond the Contractor's control.

10.2 All damage caused by (the use of) test material made available to the Contractor by the Client is for the account of the Client, unless this damage is due to intent or gross negligence on the part of (the personnel of) the Contractor. Client indemnified (the personnel of) the Contractor against claims that third parties may have in this respect.

Article 11 - Force majeure
11.1 If the Contractor is prevented from fulfilling its obligations due to force majeure, the Contractor will immediately inform the Client thereof and enter into consultation with the Client. The Client will cooperate in the desired extension of the period, provided that this can reasonably be expected of the Client and agreement has been reached on this and on the costs that can reasonably be charged extra or that can reasonably be deducted.

Article 12 – Confidentiality and exclusivity
12.1 Parties are obliged to maintain confidentiality towards third parties, who are not involved in the performance of the Assignment, regarding all confidential information they have obtained from each other or from another source in the context of the Assignment. Information is considered confidential if this has been communicated by the other party or if this ensues from the nature of the information, but in any case the information as referred to in Article 2.3 of the General Terms and Conditions.

12.2 The client is obliged to safeguard the privacy interests of the respondents. The Client is only entitled to use the research results obtained after the market research for statistical or comparative purposes, provided that those results cannot be traced back to individual respondents. The Client and the individual respondents will nevertheless be free to make agreements deviating from this provision in joint consultation.

12.3 If these terms and conditions apply to an Assignment from the Client to a selection agency, the Client is not permitted to include the respondents made available by the selection agency in its own file, or to approach the respondents for any purpose whatsoever. , in a way other than through the selection agency.

12.4 In the event of violation of the provisions referred to in this article, the Client will owe the Contractor an immediately due and payable penalty of ten (10) times the agreed fee for the Assignment, without prejudice to the Contractor's right to claim compensation.

Article 13 – Transfer of rights and obligations
13.1 The Client is not entitled to transfer all or part of its rights and obligations arising from the Assignment to third parties, unless with the written permission of the Contractor.

Article 14 – Residual Provisions
14.1 The Client is never authorized to set off an obligation, whether due or not, on its part against an obligation of the Contractors towards the Client.

14.2 All legal claims of the Client against the Contractor on the basis of an Assignment or the law become time-barred after one year after the limitation period has commenced in accordance with the statutory rules.

14.3 The Contractor is authorized to make changes to the General Terms and Conditions. These amendments will enter into force on the announced date of entry into force, except with regard to assignments agreed before that date. The Contractor will send the amended terms and conditions to the Client in a timely manner. If no time of entry into force has been communicated, changes will take effect vis-à-vis the Client as soon as the change has been communicated to or made known to the Client, except with regard to assignments agreed before that date.

Article 15 - Basis of processing
Under the GDPR there are grounds on which personal data can be processed, these bases are when there is permission, when it is necessary for the agreement to be executed, when it is required by law, when it is necessary to protect vital interests, when it is necessary as a task of public interest or public authority and finally when it is necessary to promote a legitimate interest. Further explanation of this data can be found in the privacy statement.

Article 16 - Applicable law and dispute settlement
15.1 All Assignments between the Client and the Contractor are exclusively governed by Dutch law. All disputes, which may arise as a result of or related to the performance of (an) Assignment( and) be settled between the parties by the competent court in the place where the Contractor has its registered office, unless the Contractor should choose to submit the dispute to the District Court in the place where the Client has its registered office.

 

General Terms and Conditions IR-Insights as of April 1, 2023