Terms and conditions DVJ Insights BV
1 General terms
1.1 These general terms and conditions apply to every offer and / or quotation and / or assignment and / or agreement to carry out market research in the broadest sense of the word, hereafter referred to as “Assignment”, between the at the association with full Jurisdiction MarktOnderzoekAssociatie.nl affiliated market research and / or selection agency, hereinafter referred to as “Contractor”, and the (potential) client, hereinafter referred to as “Client”.
1.2 Deviations from these conditions can only be agreed in writing and only apply to the Assignment to which they are 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 conditions is agreed in writing between the parties.
1.3 If one or more of the provisions in these general terms and conditions are invalid, in violation of the law or otherwise unenforceable, this shall not affect the validity of the other provisions. Parties will negotiate in good consultation on a new provision to replace the invalid or unenforceable provision, which follows as much as possible the scope of the invalid or unenforceable provision.
1.4 Each Assignment takes place with observance of the Code of Conduct for market research and Statistics. Assignments will never conflict with mandatory provisions of the international ICC / ESOMAR code of conduct.
2 Research briefing
2.1 The Contractor must adequately inform itself of 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 warrants that he has provided all essential information for the design and execution of the Assignment to the best of his knowledge. The Client also guarantees that it is entitled to use all data provided to the Contractor, including address material, for market research.
2.3 All information provided by the Client to the Contractor in the context of the research, including the information during the research briefing, is strictly confidential and the Contractor is obliged to confidentiality. This confidentiality obligation also applies if the Contractor has received information from the Client and the Contract is not given to the Contractor.
3 Research proposals and quotations
3.1 All research proposals and quotations from the Contractor are without obligation. An Assignment is made official as soon as the Contractor has confirmed the Assignment in writing after having reached agreement about the research proposal or has started carrying out the research with the knowledge of the Client.
3.2 The Contractor may charge costs for making a research proposal, provided this has been agreed with the Client in advance.
3.3 If the Client has submitted an application to more than one (potential) Contractor for the submission of a research proposal, the Client is obliged to inform all (potential) contractors about the number of applications. If the Client does not fulfil this obligation and no assignment is given to the Contractor, the Client shall owe all costs incurred by the Contractor linked to making the research proposal.
3.4 The rates and costs offered by the Contractor cannot be increased during four months after the offer, unless the research cannot take place within the period stated in the research proposal due to the Client’s fault or the Contractor reserves the right of increase. The amounts stated in the offers are always excluded of sales tax.
4.1 The Contractor will execute the Assignment to the best of its knowledge and ability. This obligation has the nature of a best effort’s 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 upon. The liability for the damage on that account is limited to the amount of the compensation received by the Contractor for its activities in the context of the Assignment.
4.3 Any claims by the Client must be submitted within one year after the discovery of the damage, failing which the Client has processed its rights. Any liability of the Contractor for any consequential damage suffered by the Client is excluded. Consequential loss is understood to mean, among other things, all damage resulting from any use of research results by the Client or third parties, and against Client’s claims against such third parties, the Client shall indemnify the Contractor.
5 Delivery time and planning
5.1 Agreed delivery times are not binding in the event of delay due to unforeseen circumstances that are related to interim changes in the Assignment or other circumstances with which neither the Contractor nor the Client, in the conclusion of the agreement, reasonably required to take into account. If the Contractor anticipates a delay, he will immediately inform the Client thereof.
5.2 If the Client wishes to make a change in the agreed time schedule, the Contractor will cooperate, provided that the Client discusses this with the Contractor in good time and furthermore on the condition that, depending on the circumstances of the case in question, this cooperation can reasonable be required from the Contractor. If the Client deviates from the planned fieldwork data, the Contractor is entitled to charge the Client for the costs resulting from the change desired by the Client in the agreed time schedule. Unless a different agreement has been made in writing about the following term, the Client shall at all times have to report any deviations in the agreed time schedule at least ten (10) working days before the planned starting time of the field work. If the Client does not comply with this period, the Contractor is entitled to full payment of the fee agreed for the fieldwork. Any replacement income will be deducted from this reimbursement.
6 Changes / additional work
6.1 If the Client wishes to make changes to the structure and / or content of the research, the Client shall consult with the Contractor in a timely manner. The Contractor will cooperate with the desired changes, provided that this can be reasonably demanded of the Contractor and about the costs that can reasonably be charged extra, or can reasonably be deducted, agreement is reached.
6.2 The Contractor is never permitted to make changes to the agreed structure and / or content of a research without the Client having consented to this.
6.3 If the Contractor must perform more work than is provided for in the research proposal on which the Assignment is based, he will consult with the Client about this. The additional work to be performed by the Contractor will be at the expense of the Client, unless the necessity of performing this additional work is caused by the Contractor’s negligence or because the Contractor has made a wrong estimate or the work in question could reasonably have been foreseen. The level of the fee involved with the additional work will be determined by the parties.
7 (Interim) termination of the Assignment / suspension and dissolution of the Assignment
7.1 If as a result of a cause attributable to the Contractor the Assignment is not performed in accordance with the underlying research proposal, the Client shall give the Contractor written notice of default and the Client shall, with observance of a period of seven (7) days, inform the Contractor of the opportunity to still execute the Assignment properly. The Client is only then not obliged to give the Contractor the opportunity to do so, if this cannot reasonably be required of the Client. Additional costs that the Contractor must make after being in default are not eligible for compensation. Only if the shortcoming of the Contractor continues after notice of default, the Client is entitled to cancel the Assignment.
7.2 If as a result of a cause that the Client can be attributed, the Contractor has not been able to execute the Assignment or has not been able to execute it in accordance with the research proposal on which it is based, the Contractor will give the Client written notice of default with observance of a term of seven (7) days. and offer the Client to execute the Assignment, unless this cannot reasonably be expected from the Contractor. The extra costs incurred by the Contractor in this connection will be borne by the Client. If the Client does not make use of the offer, the Client shall be obliged to compensate the Contractor for the damage suffered 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 performance of the Assignment, if the Client does not, not timely or not properly fulfil his obligations towards the Contractor.
7.3 If the Contractor or the Client becomes bankrupt, (temporarily) applies for suspension of payment or discontinues the business, the other party has the right to terminate the Assignment with immediate effect.
8 Payment terms
8.1 The rates stated in a research proposal and / or quotation include travel and accommodation costs, unless stated otherwise. Costs that the Contractor can charge to the Client must be specified by the Contractor on request.
8.2 Payment must be made within thirty (30) days after the date of the invoice, unless otherwise agreed. After this date the statutory interest will be charged. In the event that the Client fails to fulfil one or more obligations towards the Contractor, all reasonable costs incurred in obtaining payment out of court will be charged to the Client with a minimum of 15% of the claim. The Client is not entitled to suspension and / or settlement of obligations towards the Contractor.
9 Intellectual property
9.1 All rights (including the copyright) on 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 that have been provided by the Client; b. the outcome of the market research – in the form of reports, advice etc. – if the Assignment concerns customized research, provided that the Client has fully paid the amount owed to the Contractor in respect of the Assignment. In this context, customized research is taken to mean all market research activities, both qualitative and quantitative, that are carried out specifically or solely for the Client.
9.2 The Contractor is not permitted to give (any part of) the material referred to in Article 9.1 to third parties without the Client’s consent.
9.3 All rights, including copyright, are vested in the following research material and remain vested with the Contractor: a. Research proposals, cost statements, quotations and such; b. all research material produced by the Contractor, such as models, techniques, questionnaires, instruments and software; c. the outcome of the market research in the form of reports, advice and the like 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 of and / or for more than one Client are available.
9.4 The Client is not allowed to bring (any part of) the material referred to in Article 9.3 to the knowledge of third parties without the permission of the Contractor. The client can use the material in question in article 9.3 sub c. to reproduce for internal use.
10 Damage to or by test material
10.1 All damage that occurs to test material made available by the Contractor to the Contractor is at the expense of the Contractor unless this damage is caused by factors that are beyond the control of the Contractor.
10.2 All damage caused by (the use of) test material made available by the Client to the Contractor is at the expense of the Client, unless this damage can be attributed to intent or gross negligence of (the personnel of) the Contractor. The Client indemnifies (the staff of) the Contractor against claims that third parties may have in this respect.
11 Force majeure
11.1 If the Contractor is prevented from fulfilling his obligations due to force majeure, the Contractor will immediately inform the Client of this and enter into consultation with the Client. The Client will cooperate with the desired extension of the period, provided this can be reasonably demanded of the Client and about this and about the costs that can reasonably be charged extra, or that are deducted in reason, agreement is reached.
11.2 If due to force majeure the execution of the Assignment is delayed by more than three (3) months, both the Contractor and the Client are entitled to consider the Assignment as terminated. In that case, the Contractor is only entitled to compensation for the costs incurred by him.
12 Storage period
DVJ Insights BV uses a storage period of at least 2 years (24 months) of research materials. All materials for the research that are delivered by the customer are stored on the secure server of DVJ Insights BV.
13 Parental consent participants survey
In addition, we explicitly state that children up to the age of 12 are only allowed to participate in research, this concerns the collection of data directly with these children, when there is supervision by the legal representative or the legal representative has agreed in advance, unless a child participates in secondary education. Occasionally it happens that when research is carried out in the first class of secondary education, an 11-year-old occurs. In this case, the requirement of supervision or consent does not apply to such an 11-year-old in this specific circumstance. Young people from the age of 12 are expected to be able to oversee sufficiently and understand the purpose of research. When someone from 12 years old wants to become a member of the DVJ panel, parents are nevertheless asked for consent. If it becomes clear during the process that someone is under 18 (without this being clear in advance), the respondent will be put on inactive until he / she can prove that he / she has reached the age of 18 years. Parental consent is stored in a data point in Kinesis Panel.
14 Confidentiality and exclusivity
14.1 The parties are obliged to maintain secrecy towards third parties who are not involved in the execution of the Assignment, regarding all confidential information that they have received from each other or from another source within the context of the Assignment. Information is considered confidential if this has been communicated by the other party or if this arises 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.
14.2 The client is obliged to guarantee 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 these results cannot be traced back to individual respondents. The Client and the individual respondents will nonetheless be free to make deviating agreements in consultation with this provision.
14.3 If these general terms and conditions apply to an Assignment by the Client to a selection agency, then the Client is not permitted to include the respondents made available by the selection office in their own file, or to approach the respondents, for what purpose also, in a different way than via the selection office.
14.4 In the event of violation of the provisions referred to in this article, the Client will owe the Contractor an immediately payable fine of ten (10) times the agreed fee for the Assignment, without prejudice to the right of the Contractor to claim compensation.
15 Transfer of rights and obligations
The Client is not entitled to transfer the rights and obligations arising from the Assignment entirely or partially to third parties, unless with the written permission of the Contractor.
16 Remaining provisions
16.1 The Client shall never be entitled to settle an obligation, payable or not, on his part with an obligation of the Contractors towards the Client.
16.2 All legal claims of the Client against the Contractor on the grounds of an Assignment or the law become prescribed after one year after the limitation period has commenced in accordance with the statutory rules.
16.3 Contractor is authorised to make changes to the general terms and conditions. These changes take effect on the announced time of entry into force, except in respect of Assignments agreed before that date. The Contractor will timely send the amended General Terms and Conditions to the Client. If no time of entry into effect has been communicated, changes to the Client will take effect as soon as the change has been communicated or made known, except in respect of Assignments agreed before that date.
17 Applicable law and disputes
Only Dutch law applies to all Assignments between the Client and the Contractor. All disputes, with the exception of disputes to the knowledge of which the MOA Disputes Committee on the quality of market research (as referred to in the Disputes Regulation for market research of the MOA) is competent, which may arise as a result of or connected with the execution of (an) Assignment. (and) between the parties are settled by the competent court in the place of establishment of the Contractor, unless the Contractor may choose to submit the dispute to the District Court in the place of establishment of the Client.