Terms and Conditions
Businessights BV
BV1. DEFINITIONS
In these General Terms and Conditions:
“the Client” means the university, research organization or company with whom the Contract is entered into;“Businessights” the user of these General Terms and Conditions;
Businessights B.V. established at Amsterdam in The Netherlands, registered with the Chamber of Commerce under KvK number 84756632 and her VAT number is: NL860673418B01, The office of Businessights is located at Keizersgracht 62 in Amsterdam, The Netherlands, phone number +31(0)20-2480057 and emailaddres: info@businessights.com;
“the Contract” means the contract between the Client and BusinesSights consisting of this Quotation, these Terms and Conditions and any other documents (or parts thereof) specified in the Quotation;
“the Project” means the services to be provided by Businessights to the Client as specified in the Quotation;
“the Deliverables” means everything in writing or otherwise tangible (whether in hard copy or electronic format), which arises out of or is made, created or generated in the course of carrying out the Project.
“the Quotation” means the document (i) setting out the services to be provided by the Consultant to the Client and (ii) listing any documents and the like to be provided by the Client to the Consultant such that the Consultant may perform the Project.
2. GENERAL
These General Terms and Conditions govern the provision of all services from or on behalf of Businessights to the Client and apply to all dealings between Businessights and the Client.All assignments are accepted and carried out exclusively by BUSINESSIGHTS even if it is the Client's explicit or implicit intention to have its matter handled by a particular person.The Client’s assignment is exclusively accepted and performed by Businessights. Unless instructed otherwise, Businessights will assume that all of the Client’s directors, officers and employees who give Businessights instructions are authorised to do so and that Businessights may act on oral instructions.
This relationship between Businessights and the Client qualifies as an agreement of mandate (contract for the provision of professional services, “opdracht”). The articles 7:404, 7:407(2) and 7:409 of the Civil Code do not apply. All persons employed by, or acting on behalf or upon instruction of Businessights may invoke these general terms and conditions.
All work and services performed by Businessights are performed solely for use by the Client and for the purposes associated with the assignment. This advice should not be disclosed to any third party without prior agreement with Businessights. Businessights does not accept responsibility for any consequences arising from reliance upon Businessights advice by any person other than the Client.These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of Businessights to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither Businessights’ commencement of performance nor Businessights’ delivery shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by Businessights, as well as acceptance by the Client of any provision of services from Businessights shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Businessights, even if this is not expressly stated.
3. THE PROJECT
3.1.Businessights shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.
3.2.Businessights shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require.
3.3.The Client has the right to notify the Consultant that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
4.SUBCONTRACTORS
4.1.Businessights shall be free to involve third parties, availing of specific expertise, in the performance of the Project, provided that Businessights shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to Businessights. If requested by the Client, Businessights shall identify these third parties, specifying in each case their specific expertise.
4.2.Businessights is not liable for any failures and/or omissions by such third parties and Businessights is entitled, without prior consultation with the Client, to accept (also) on behalf of the Client any limitation of liability on the part of such third parties instructed/engaged by Businessights.
5. FEES AND EXPENSES 5.1.The Client shall pay to Businessights fees at the rate specified in the Quotation.
5.2.Unless otherwise stated in the Contract, Businessights shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by her in the performance of her duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
5.3.The payment term for invoices issued by Businessights is fourteen calendar days after the date mentioned in the respective invoice, submitted monthly in arrears, for work completed. Unless otherwise agreed in writing with Businessights Within this period, the amount mentioned in the invoice must have been received by Businessights into the bank account as mentioned on the invoice, in the same currency as indicated on the invoice, and without deduction and/or set off of (additional) costs or any other amount. All judicial and extrajudicial costs incurred for the collection of Businessights' invoices, including reasonable attorneys' fees insofar as these exceed the judicial cost order, will be borne by the Client, with a minimum of 15% of the amount to be collected (principal amount and statutory interest). Businessights is entitled to amend its rates periodically.
5.4.Value Added Tax, where applicable, shall be shown separately on all invoices.
6. INTELLECTUAL PROPERTY RIGHTS
6.1.For the purpose of this article Businessights IPR means any and all Intellectual Property Rights of Businessights in any tools, methodologies, services, documents and techniques of any nature whatsoever, which have been created or acquired by Businessights before or otherwise than in the performance of the Contract and which are used by Businessights in connection with or to perform the Project or otherwise are necessary for execution of the Project, as well as all Intellectual Property Rights in and to all (new) documents, tools, methodologies, services and techniques of any nature whatsoever which are generated by or for Businessights in the performance of the Project. The Client will execute such documents and/or take such other steps as may reasonably be necessary to vest Businessights IPR in Businessights.
6.2.For the purpose of this article the Client’s IPR means all Intellectual Property Rights of the Client whether provided directly or indirectly by the Client to Businessights for the purpose of the Project.
6.3.The Client acknowledges that all Businessights’ IPR and any developments, modifications, or enhancements to Businessights IPR are and will at all times remain vested in Businessights.
6.4.Businessights hereby grants to the Client, upon full and final payment by the Client of all amounts owing to Businessights, a royalty-free, world-wide, non-exclusive, non-transferable right to use Businessights’ IPR in and to the Services, the Deliverables or output for the purpose of the Agreement ONLY and conditionally upon compliance with these general terms and conditions. The Client shall not, without the prior written consent of Businessights, alter or make any addition to Businessights’ IPR. The Client shall not alter, deface or remove any reference to Businessights as being the rightful owner of Businessights’ IPR. If the Client commits a breach of any material of these general terms or conditions, Businessights may withdraw the right of use set forth in this article.
6.5.Businessights warrants, exclusively to the Client, that the Deliverables produced in relation to the Project will be the original work of Businessights, its employees or Subcontractors, unless a Deliverable indicates otherwise, and that the Deliverables to the best of Businessights’ knowledge will not infringe or misappropriate the Intellectual Property Rights of any third Party.
7. CONFIDENTIALITY
7.1.Businessights shall keep secret and not disclose and shall procure that her employees keep secret and not disclose any information of a confidential nature obtained by her during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of Businessights; (ii) was already known by the Businessights, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by Businessights from a third party on a non-confidential basis; or (iv) Businessights is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
7.2.The provisions of this Article 7.1 shall apply during the term of the Contract and for a period of five (5) years thereafter.
8. WARRANTIES, LIABILITY AND INDEMNIFICATION
8.1.Businessights shall carry out her obligations under the Contract in a manner that conforms to relevant legal requirements.
8.2.Without prejudice to the generality of paragraph 1 of this article of these general terms and conditions, in carrying out her obligations under the Contract Businessights shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
8.3.Businessights has access to all necessary know-how, expertise and experience to perform its obligations under these general terms and conditions.
8.4.The Client warrants to Businessights that it has the legal right and authority to enter into the Contract and to perform its obligations under these general terms and conditions.
8.5.All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these general terms and conditions and the applicable Contract. Subject to this clause, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.
8.6.Businessights’ liability to the Client and third parties for any damages arising from or relating to its performance of services (i.e. by any of its lawyers and/or employees) is limited to the amount paid out under the professional liability insurance taken out by Businessights in such respective matter, plus the applicable excess stipulated in the respective policy conditions. Information about Businessights' professional liability insurance will be sent upon request. If, for whatever reason, no payment is made under the professional liability insurance, the liability of Businessights will be limited to the amount of total fees (excluding any applicable taxes and/or costs) which has been charged to the Client by Businessights and - as such - paid by the Client in the preceding twelve calendar months in relation to the respective matter, up to a maximum of EUR 50,000 (fifty thousand euros). Client will indemnify Businessights for any amount which is in excess of this limited liability of Businessights.
8.7.Any liability on whatever ground of persons/ entities affiliated with Businessights is expressly excluded. Persons/entities affiliated with Businessights are, amongst others: former, present and future employees, associates, attorneys-at law, interns, partners of Businessights, temporary/agency workers, advisors, freelancers, group entities, holding entities, work entities, pension entities and other persons and entities affiliated to Businessights, their successors under universal title. Insofar as, notwithstanding the foregoing, any liability could be vested on Persons/entities affiliated with Businessights, such liability would in any event be subject to the limitations stipulated in paragraph 1 of this article of these general terms and conditions.
8.8.The Client will indemnify Businessights, on first demand of Businessights, against all claims of third parties, including for the costs incurred by Businessights in connection with such claims, which are in any way related to the services provided to the Client, except for in case of intent or gross negligence on the part of Businessights. Performance of assignments/tasks is exclusively done for the benefit and on behalf of the respective Client. Third parties cannot derive any rights therefrom.
8.9.Any claim for damages, losses and/or any other claim rights or powers (of whatever nature) vis-à-vis Businessights in connection with the services provided by Businessights, will expire by the lapse of one year after the moment upon which the Client and/or any person/entity involved became aware or could reasonably have become aware of such damage and/ or loss and/or other occurrence - whatever is applicable - which gave rise to exercising such claim/right.
8.10.These general terms and conditions can be invoked not only by Businessights, but also by all Persons/entities affiliated with Businessights as set forth in paragraph 2 of this article of these general terms and conditions. The provisions in these general terms and conditions are also stipulated in favor of all Persons/entities affiliated with Businessights as set forth in paragraph 2 of this article of these general terms and conditions. These general terms and conditions also apply to and can be invoked vis-à-vis third parties who via the client have taken notice of the services provided by Businessights. 8.11.Businessights, and any person put forward by Businessights to perform the Project, shall not be liable if the services provided or the results generated by her in the Project are not absolutely correct, nor does Businessights, or any person put forward by Businessights to perform the Project, warrant, either expressed or implied, that the performance by her of the Project will not infringe upon intellectual property rights of any third party. 8.12.Businessights, nor any person put forward by Businessights to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of Businessights or her employees. The Client shall indemnify Businessights accordingly. 8.13.The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Businessights, its employees or third parties, related to the performance by Businessights of the Project, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Client or its employees. Businessights shall indemnify the Client accordingly.
9. TERM AND TERMINATION
9.1.Any times or dates set forth in the Contract for provision or completion by Businessights of the services under the Project are estimates. In no event shall Businessights be liable for any delay in providing these services.
9.2.Either party may terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition to be undertaken by it and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
9.3.Upon the termination of the Contract, all of the provisions of these general terms and conditions shall cease to have effect, save that the following provisions of these general terms and conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 2, 5.3, 6, 8, 9, and 13.2.
9.4.Except to the extent expressly provided otherwise in these general terms and conditions, the termination of the Contract shall not affect the accrued rights of either party.
10. DATA PROTECTION
10.1 In light of the execution of the assignment the Client provides Businessights with its personal data and, to the extent necessary, those of other persons involved with the Client. The Client hereby grants Businessights permission to process its personal data and ensures that those involved with the Client also grant their permission. The Client indemnifies Businessights against all damages and costs that Businessights may suffer as a result of the lack of consent to the processing by the parties involved. Businessights processes the personal data only with a view to carrying out the assignment and in accordance with the aforementioned permission, or at least, in the absence of such permission, on the basis of a legal obligation and/or a legitimate interest of Businessights. Within this purpose, Businessights may provide the personal data to third parties engaged by or on behalf of Businessights for the execution of the assignment. Businessights will adopt appropriate organizational and technical measures to protect the personal data of the Client. Personal data will be kept carefully as long as it is necessary or legally required to be kept.
NOTICES
11.1.Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Quotation, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail within The Netherlands, on the seventh (7th) business day following the date of its mailing if sent by (registered) mail outside The Netherlands or on the next business day immediately following the date of transmission if sent by facsimile transmission
11.2.Insofar as the Client and Businessights in their communication use electronic techniques, including e-mail and internet, the Client bears the risk of transmission of viruses and similar items and of incomplete or incorrect transmission of a message. Furthermore, a message is only deemed to have reached Businessights at the moment that the person carrying out the services on behalf of Businessights vis-à-vis the Client has taken note of this message. The Client is obliged to verify whether the message has actually and completely reached the addressee.
12. GOVERNING LAW AND JURISDICTION
12.1.The Parties shall endeavor to settle amicably any conflicts arising from or relating to the Contract. In case with regard to such conflicts, no amicable settlement is reached, all disputes which may arise between Businessights and the Client shall be settled the first instance by the competent Court in Amsterdam. 12.2.These general terms and conditions and all agreements between the client and Businessights are governed by Dutch law.
13. FORCE MAJEUR
13.1.Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control. Upon the occurrence of any such event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance.
14. MISCELLANEOUS
14.1.Changes in the (representation) authority of the Client and/or its representatives and/ or proxy holders will, even if such changes would have been recorded in public registers, only come into effect against Businessights after Businessights has been notified by the Client of such changes in writing. 14.2.Businessights is entitled to amend, supplement and/or replace (one or more provisions of) these general terms and conditions. Businessights will in such event notify in writing the Client or make announcement on www.businessights.com at least 30 calendar days prior to the entry into force of such amendment, supplement and/or replacement. In case Businessights does not prior to the entry into force of the amendment, supplement and/or replacement, receive any written message from the Client in which the client declines such amendment, supplement and/or replacement, the agreement between the Client and Businessights is deemed to continue with due observation and applicability of such amendments, supplements and/or replacements.
.webp){kind=small}