Terms & conditions from insinto

These Terms & Conditions apply to all offers and agreements to which insinto is a party and govern insinto’s provision of services and the results of these services. After acceptance, these Terms & Conditions form a binding agreement between the Client and insinto. These Terms & Conditions can be downloaded and printed via …

Definitions

In these Terms & Conditions, capitalized words and expressions have the meanings specified as referred to in this article

Agreement:	the agreement as concluded between insinto and the Client, based on which Agreement insinto provides the Services described therein and to which the Terms & Conditions apply;
Client:	the party with whom insinto has concluded an Agreement and to which party these Terms & Conditions apply;
insinto:	the limited liability company insinto B.V., having its statutory seat in Haarlem, the Netherlands and its office at (2011NB) at the Nieuwe Gracht 3, registered with the Dutch Chamber of Commerce under file number 70351465;
Intellectual Property Rights:	all intellectual property rights and related rights, including copyrights, trademark rights, database rights, trade name rights and neighboring rights as well as rights to know-how;
Materials:	all surveys, questionnaires, interviews, documents, models, know-how, information and other materials of insinto that are in any way related to the provision of Services by insinto, in particular – but not limited to – to conducting Research;
Participant:	every person that participates in Research as conducted by insinto, for example – but not limited to – employees of the Client or customers of the client;
Party:	the Client and/or insinto;
Report:	an overview of the results obtained from a Research, regardless of the way of presentation thereof and based on which insinto can give the Client advice with respect to the objectives set by the Client;
Employee Research:	the research insinto conducts among Participants by means of the Materials – as further described in article 4 –with the purpose of quantifying, analyzing and improving organizational characteristics, team characteristics, individual characteristics, employee behavior and employee engagement in order to reach higher customer satisfaction and organizational performance.
Customer Research:	the research insinto conducts among customers of Client by means of the Materials – as further described in article 4- with the purpose of understanding customer experience and satisfaction;
Service:	all services provided by insinto to the Client, further described in article 4 and pursuant to the Agreement, including – but not limited to – conducting Research as well as the results of these services, such as Reports and any advice based thereon;
Terms & Conditions:	these terms and conditions.

General
1. The applicability of purchasing or other conditions of the Client is expressly rejected.
2. If any provision of these Terms & Conditions is void or voidable or is or becomes entirely or partly invalid for any other reason, the other provisions of these Terms & Conditions will remain in full force and effect. insinto will replace the invalid provision with a provision that is valid and of which the legal consequences, having regard to the content and purpose of these Terms & Conditions, corresponds as far as possible with those of the invalid provision.
3. insinto can amend the provisions of these Terms & Conditions at all times. Any amendment of these Terms & Conditions will be announced at least one (1) month before it will take effect. If the Client does not agree to an amendment, it has the right to terminate (in Dutch: ‘opzeggen’) the Agreement as of the date the amendment would have entered into force.
Offers and Agreements
1. All offers of insinto will remain valid for fourteen (14) days, unless otherwise indicated by insinto in writing.
2. An Agreement will come into existence at the first of the following moments: the moment that the Client accepts the offer of insinto or the moment when insinto commences the performance of the Services laid down in the offer. In the latter case the offer will constitute the Agreement between the Parties.
3. The Client warrants the accuracy and completeness of the information provided to insinto by or on his behalf and upon which insinto bases its offer. If these particulars prove to be inaccurate or incomplete, insinto will have the right to amend the offer or to terminate the Agreement with immediate effect and without becoming liable towards the Client for such termination.
4. If there are amendments or additions which result in a change to the scope of the agreed Services, for example through additional work, the extra activities arising therefrom will be paid for in accordance with the rates of insinto that are applicable at the time of the performance of the work. In so far as a fixed price has been agreed for the Services, insinto will on request inform the Client in writing about the financial consequences of the extra activities as referred to in this article.

Services

The Services provided by insinto to the Client can consist of (i) conducting Research within the organization of the Client or (ii) by conducting Research pertaining to customer experience and satisfaction. In order to conduct such Research, insinto will, in principle, execute one or more of the following phases:

i)	compose the Materials needed to conduct this Research, based on the applicable situation, as well as the relevant wishes and objectives of the Client;
ii)	ask and endeavor – always in cooperation with the Client – to incite the Participants to participate in the Research and fill out the relevant Materials in order to quantify organizational, team and individual characteristics as well as employee behavior and engagement;
iii)	ask and endeavor – always in cooperation with the Client – to incite the Participants to participate in the Research and fill out the relevant Materials in order to quantify customer experience and customer satisfaction;
iv)	Research the relationships between what happens in the workplace and customer satisfaction and organizational performance;
v)	analyze the relevant data derived from the Research and process these into a Report;
vi)	assist the Client with implementing the finding as laid down in the Report; and or
vii)	evaluate the results of the Services with the Client.

The Research to be conducted by insinto, as well as the relevant parameters and additional Services – if any – will be laid down in the Agreement or any other written document.
insinto will make every effort to provide the Services as laid down in the Agreement. All Services will be carried out on the basis of a best efforts obligation, unless and to the extent that insinto has expressly guaranteed a result in the Agreement and the result concerned has been described in the Agreement so as to be sufficiently determinable.
If the Services are rendered in phases, insinto will be entitled to postpone the commencement of work for the purpose of any phase until the Client has approved the results of the preceding phase in writing. insinto is subsequently allowed to send the Client invoices for the specific phase.
No delivery period concluded between Parties can be considered to be final, unless specifically agreed otherwise in writing. If, therefore, insinto does not timely provide a certain (part of the) Service, the Client shall send insinto a notice of default, in which a reasonable period is included to properly deliver the Service.

Obligations of the Client
1. The Client must fully, properly and promptly make available to insinto (upon demand by insinto) all data, documents, equipment, materials and information concerning Participants , its organization (such as Key Performance Indicators and business results) and its goals, as well as give all cooperation deemed necessary or desirable for the execution of the Agreement, before as well as during the Agreement. When the Research pertains to customer satisfaction, Client must make available to insinto order/sales data, contact information of customer (s) of Client and operational data (such as delivery dates, delivered products, complaints data, time and date of the contact/visit of the customer). The Client must furthermore take all measures necessary to enable insinto to perform the Agreement and make available the facilities necessary therefor. insinto is entitled to suspend (further) execution of its Services until the moment all aforementioned information necessary to provide the Services have been provided by the Client.
2. The Client acknowledges and accepts that the quality of the Services is highly dependent on the efforts rendered by the Client, for instance with respect to communicating the occurrence of Research to the Participants. If, for whatever reason, the Client fails to sufficiently incite the Participants to take part in the Research or otherwise fails to meet its obligation to cooperate, the may have negative consequences regarding the quality of the Services. insinto is therefore never responsible or liable for (claims resulting from) the quality of the results of the Service, such as a Report, nor does the Client gain the right to receive a refund of whatever sort.
3. The Client acknowledges and accepts that missing and/or tardily delivered information and/or insufficient cooperation of the Client can cause a delay in the provision of the Services by insinto. insinto is never liable for any damages and/or delay caused by the failure of the Client to comply with these obligations.
4. The Client is fully responsible and liable for the compliance of the Agreement and the Terms & Conditions by its employees, Participants and all other third parties that act under the Client’s control.
5. During and after the Agreement, the Client will not publicly make any negative statements regarding insinto or its Services or otherwise take any actions in this respect that may harm the name and/or reputation of insinto.
6. insinto may use the results of the research (anonymized) for internal business purposes such as blogposts, cases and presentations.
7. If, during the Agreement, use is made of IT systems and/or telecommunication facilities, including Internet, the Client will be responsible for the correct selection of the means required therefor and the timely and full availability thereof, except for facilities resorting under the direct use and control of insinto. Insinto will never be liable for damages or costs due to transmission errors, breakdowns or non-availability of such facilities in the course of performing the Agreement.
8. If the Client does not promptly or fully comply with the obligations stated in this article, insinto will be entitled to suspend the execution of the Agreement (in full or in part) and/or charge the Client any additional costs according to the current standard rates of insinto. This will be without prejudice to the right of insinto to exercise any other legal and/or agreed right.
9. The Client shall at all times, free of charge, follow-up on insinto’s reasonable instructions and requests for assistance in as far as necessary in relation to insinto’s performance of the Services. The Client shall at all times comply with applicable law and regulations.
Privacy
1. In as far as insinto processes personal data in relation to the execution of the Agreement, insinto will, at all times, do such in accordance with its Privacy Statement and the provisions laid down in the General Data Protection Regulation (‘GDPR’). The Privacy Statement of insinto can be found here (Employee research privacy statement, Customer research privacy statement).
2. In as far as insinto processes personal data in relation to the execution of the Agreement, insinto will be regarded as processor in the sense of the General Data Protection Regulation. The Client is regarded as controller in the sense of the General Data Protection Regulation.
3. The Client guarantees to comply with all obligations incumbent on it pursuant to the General Data Protection Regulation and further guarantees that all data it provides to insinto are collected lawfully. The Client indemnifies insinto against all claims of any Participant and third party to this respect.
4. If and to the extent such is required by the GDPR due to the nature of Parties’ cooperation, insinto and the Client will sign a processing agreement in the sense of article 28(3) of the GDPR..
5. All employees that act under the authority of the Client and that have access to (parts of) the personal data, for whatever reason, will maintain strict confidentiality with respect to the personal data they obtain and/or process, unless a statutory provision requires them to release these data. The Client is fully responsible for the compliance of this obligation by its employees.
Intellectual Property Rights
1. All Intellectual Property Rights that are in any way related to the Services insinto provides, including – but not limited to – all Materials and Reports, will remain vested in insinto or its licensors, irrespective of whether the Client makes payment for the development or purchase thereof to insinto.
2. The Client, nor Participants or any third party is allowed to use the Materials for whatever purpose, without the prior written consent of insinto. If the Client, any Participant or third party acting under the control of the Client uses the Materials for a different purpose than explicitly stated in the Agreement, the Client forfeits to insinto, without judicial interference, an immediately due and payable penalty of €15.000,=. Additionally however, insinto can, at its sole discretion, choose to claim its actual damages due to the breach of this provision by the Client, in lieu of claiming the aforementioned penalty. This provision will remain in full force and effect after termination of the Agreement
3. If the Client complies in full with its obligations pursuant to these Terms & Conditions, insinto will grant the Client a perpetual, personal, revocable, non-exclusive, non-sublicensable and non-transferable right use the Reports for internal purposes only.
4. The Client guarantees that it will never commercially exploit or otherwise distribute the Reports outside its own organization. In case of a breach of this provision by the Client, the penalty of provision 7.2 applies.
5. The Client is never allowed to modify, reproduce, decompile or apply reverse engineering to Reports, Materials or other Intellectual Property Rights vested in insinto, unless stated otherwise by mandatory statutory law.
6. The Client grants to insinto the irrevocable, royalty free and unlimited right to use the (aggregated) data resulting from the provision of Services, in as far as the Client is the rightful claimant with respect to these data. If such use is made in connection with commercial purposes, insinto will request the Client for prior consent. If the Client fails to reply to this request of insinto, the Client is deemed to have agreed to this commercial use of the result of the Services provided by insinto, for that specific occasion only. insinto shall in all cases be entitled to use aggregated and anonymized data and insights for meta-studies and/or (scientific) publications.
Indemnities and warranties
1. insinto endeavors to maintain the highest possible quality with regard to the Reports and the advice based thereon, but does not does not guarantee the correctness, integrity, reliability or completeness of any result or consequence of any Service it provides, nor the fitness of the results of the Services for the goals set by the Client. The Client indemnifies insinto against all claims of Participants and/or any third party relating to any decision made or legal act conducted by the Client on the basis of the Services.
2. The Client guarantees that it will use the Reports and other results of the Services for internal business purposes only.
3. The Client guarantees the correctness, completeness and actuality of all information, materials, software, procedures and instructions which the Client provides to insinto for the implementation of the Agreement, both before entering into the Agreement and during the currency thereof.
4. The Client guarantees that there are no rights of third parties which preclude making information, equipment, software, data or other materials available to insinto for the purpose of use, adaptation, installation or incorporation by insinto. The Client indemnifies insinto against all damage and costs which insinto may suffer or incur due to a claim by a third party based on the allegation that such making available, use, adaptation, installation or incorporation infringes any right of that third party.
5. The Client indemnifies insinto against all damage and costs, including – but not limited to – damage resulting from (alleged) infringements of Intellectual Property Rights, claims by third parties (including (semi-)governmental authorities), collection costs, the statutory commercial interest, loss of profits, penalties incurred and legal fees, which insinto incurs or which result from (i) attributable breach of the Agreement of the Terms & Conditions by the Client, (ii) any action of the Client in the performance of this Agreement or (iii) an unlawful act.
6. insinto endeavors to guarantee the anonimity of Participants, but the Client acknowledges and accepts that this anonymity is strongly dependent of the Participant’s own actions in relation to the Research.

Liability

The aggregate, maximum, total liability of insinto due to an attributable breach of its obligations and/or on account of an unlawful act will be limited to compensation for direct damage suffered by the Client, up to the amount paid oud by insinto’s professional liability insurance or, if no amount is awarded, the total sum of all invoices actually paid by Client to insinto under the relevant Agreement under which the liability has occurred. In no event will insinto’s liability exceed the total amount of €10.000,=

Direct damage is understood to mean exclusively:

a.	reasonable costs which the Client would need to incur to make the performance of insinto correspond to the Agreement; such damage will however not be compensated if the Agreement is terminated by or at the suit of the Client;
b.	reasonable costs incurred in assessing the cause and the extent of the damage, in so far as the assessment is related to direct damage as referred to in these Terms & Conditions;
c.	reasonable costs incurred in preventing or limiting damage, in so far as the Client proves that such costs led to a limitation of direct damage as referred to in these Terms & Conditions.

Any liability of insinto for damage other than direct damage (“indirect damages”), including – but not limited to – consequential damages, loss and/or damage of data, unavailability or non-performance of software, hardware and/or other ICT infrastructure, loss of profits and lost sales, will be excluded.
The restrictions mentioned in the preceding paragraphs of this article will lapse if and in so far as the damage is the result of intentional or willful recklessness on the part of insinto or its managers (“own actions”).
The liability of insinto due to attributable breach of an Agreement will in all instances arise only if the Client immediately gives proper written notice of default, whereby a reasonable period within which the attributable breach may be remedied is stipulated, and insinto after this period still fails in the performance of its obligations, except in the case of lasting attributable failure. The notice of default must contain a description of the breach that is as complete and detailed as possible, to enable insinto to respond adequately.
A condition for the creation of a right to damages will always be that the Client must report the damage to insinto in writing as soon as possible after it arises. Any claim for damages against insinto will lapse by the mere expiry of a period of 12 months from the inception of the claim.
insinto is never liable for damages occurred from any decision made or legal act concluded by the Client on the basis of the Service.

The Client acknowledges and accepts that:

i)	insinto is not responsible or liable for achieving a certain participation rate among the Participants;
ii)	insinto is not responsible or liable for the correctness and completeness of the answers provided by the Participants and the Reports;
iii)	the quality of the Service depends on achieving a representative participation rate and the correctness and completeness of the answers provided by the Participants and that, since these factors are beyond the control of insinto, insinto cannot guarantee a certain quality of the Service.

If the provision of Services by insinto depends on the cooperation of any third party or the availability of a service, insinto is never liable for the absence of this cooperation or the non-availability of these services.

Price and payment
1. Unless stated otherwise all amounts mentioned by insinto will be in Euro and exclusive of turnover tax (VAT) and other government levies/taxes.
2. Unless expressly stated otherwise cost estimates and budgets will only serve for purposes of information and no rights or expectations can be derived therefrom. insinto will only be obliged to inform the Client when a cost estimate or budget has been exceeded if the Parties have so agreed.
3. Insinto will in its customary manner give the Client insight into the work carried out, hours worked and costs for the Client, in as far as these specifics are not given in the Agreement.
4. insinto will be entitled to adjust the applicable prices and rates upon written notice of at least three months. insinto will in any event have such right to adjust prices when the price increase is the result of one of the following factors: i) increase of taxes or other levies and/or government rights, ii) changing exchange rates, iii) increase of wages, transport costs and/or purchase prices.
5. All amounts relating to the Services will be invoiced in full after provision of the Service, unless different invoicing details are specified in the Agreement or otherwise agreed between Parties. Payments must be made within 30 days of the invoice date, unless otherwise agreed in writing or otherwise stated on the invoice.
6. If after the expiry of this period payment (in full) has not yet been received by insinto, the Client will immediately be in default without prior demand or notice of default being required. As from the time of default the Client will be liable for interest equal to the statutory commercial interest rate.
7. If the Client despite demand or notice of default still fails to pay the claim, insinto may hand over the claim for collection. In that event all costs incurred by insinto in connection with overdue payments, such as legal costs and extra-judicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, will be payable by the Client.
8. Complaints in relation to invoices and/or the Services will not suspend the payment obligations of the Client.
9. insinto will be entitled to suspend the fulfilment of its obligations until such time as the Client has fully complied with all its due obligations.
10. If, at the request of or with prior consent from the Client, insinto has performed work or rendered other performance which goes beyond the substance or scope of the agreed Services, the Client shall pay for that work or performance according to insinto’s usual rates. insinto shall never be obliged to satisfy such a request, and it may require that a separate written agreement be concluded.
Term and termination
1. Unless otherwise agreed, the Agreement is terminated after the provision of the agreed Services and after the Client has paid all amounts due to insinto.
2. If the Parties have concluded a continuing performance contract, this Agreement is, in principle, concluded for the duration of one (1) year. The Agreement will be tacitly extended each time by the duration of the original period unless either Party terminates the Agreement in writing subject to a notice period of three months prior to the end of its duration. All this unless agreed otherwise in the Agreement.
3. Each Party will be entitled to terminate (‘ontbinden’) the Agreement in full or in part in the event of the other Party being declared bankrupt or granted a moratorium, as well as in the event of the closing down or liquidation of the business of the other Party other than for purposes of reconstruction or merger of enterprises, or if the controlling interest in the company of the other Party changes.
4. Termination of the Agreement on the ground of an attributable breach will only be permitted following a written notice of default that is as detailed as possible whereby a reasonable period is stipulated within which the breach may be remedied, unless otherwise stipulated in these Terms & Conditions or otherwise prescribed by law.
5. In the event of termination of the Agreement, there will be no reversal or cancellation of that which insinto has already delivered and/or carried out nor the related obligation to make payment, unless the Client proves that insinto is in material default in respect of that part of the performance. Amounts invoiced by insinto prior to termination in respect of that which insinto has already performed or delivered properly in accordance with the Agreement will remain payable in full subject to the provisions of the preceding sentence and will become due and payable at the time of the termination.
6. If the Agreement ends for any reason whatsoever, the Client will delete from its systems and return to insinto all (copies of) Materials and/or other deliverables developed and/or provided by insinto under the terms of the Agreement, with the exception of the Report(s) drafted for the Client.
Confidentiality and acquisition of staff
1. The Client will ensure that all information received from insinto – including, but not limited to, Materials, Reports, data, models, designs, documentation and software – which the Client knows or should reasonably know to be of a confidential nature, remains confidential. The Client will only use this information for the purpose for which it was provided and will not show it to third parties, make it public or make it otherwise available. The Client will take all necessary measures to protect the confidential character of the information in the same manner and to the same degree as the confidential information of the Client itself.
2. The Client is only entitled to disclose information within the meaning of the preceding provision if a statutory obligation or binding court order requires the Client to do so. After the termination of the Agreement, for whatever reason, the Client will immediately return all Materials and other confidential information to insinto.
3. If the Client violates the preceding confidentiality obligations, it is immediately due to insinto a penalty of €7.500,=. However, insinto can, at its sole discretion, choose to claim its actual damages due to the breach of this provision by the Client, in lieu of claiming the aforementioned penalty Moreover, the Client will take all necessary measures in order to retrieve said confidential information and remedy the breach, for instance by initiating legal actions.
4. The Client will not be entitled during the currency of the Agreement nor for a period of one year after the end thereof to employ an employee of insinto who is or was involved in the implementation of the Agreement or to otherwise use his services, directly or indirectly, unless insinto has expressly consented thereto in writing.
Miscellaneous
1. The Client is not entitled to transfer rights and/or obligations arising from the Agreement or these Terms & Conditions to a third party.
2. insinto is entitled to transfer its claims to payment of compensation to a third party. insinto is furthermore entitled, although only with the consent of the Client, to cause the Agreement to be carried out in full or in part by third parties or at any rate involve third parties in the implementation of the Agreement. Such consent will not be withheld on unreasonable grounds.
3. The Terms & Conditions, as well as any Agreement between insinto and the Client will be subject to Dutch law.
4. To the extent that national or international rules of law do not prescribe mandatory conditions to the contrary, any and all disputes arising from or related to an Agreement concluded under these Terms & Conditions, or Agreements that are derived therefrom, will be brought before the competent court in the district of Amsterdam.