General conditions

Concepts
By General terms and conditions we mean these terms and conditions of Future Insight Group BV, regardless of the form in which they appear: on paper or electronically (for example on our website). The most recently filed version or the version that applied when you issued the order always applies.

 

We are: Future Insight Group BV, established in Zwolle. Our employees and consultants will work for you on behalf of Future Insight Group BV as a contractor.

 

You are the client according to these general terms and conditions:

• to whom we have sent a quote;

• with whom we have concluded an agreement; or

• to whom we provide products or services.

 

As a client, you act as a legal entity, as a natural person or as a partnership.

 

Of Products we mean all movable property or services that we offer or that we make for you because of the agreement or assignment concluded with you. Products include reports, dashboards or the use of our online collaboration platform Clearly.

 

Services are activities that we offer or that we perform for you in connection with the agreement or assignment concluded with you. Services are, for example, workshops, advice or training.​

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About these terms

1 When do these general terms and conditions apply?
These general terms and conditions apply to the quotation(s) that we have sent you, to the agreement that we conclude with each other and to all proposals that we have made to you or products and services that we provide to you under the concluded contract for services . This also applies to your and our legal successors.
 

These general terms and conditions also apply to products and/or services that:

• we partially take over from other parties ('third parties') and then deliver it to you – processed or not;

• other parties (“third parties”) to you on our behalf.

 

As a client, you are bound by the agreements made in the concluded  agreement and these general terms and conditions.

2. What happens if a part of these terms and conditions is no longer valid?

If a certain part of these general terms and conditions is not (any longer) valid (for example due to changes in legislation), the rest of the terms and conditions and the agreement concluded with you will remain valid. We will then make additional agreements with you that will be laid down in writing and that are as close as possible to the original provision in the general terms and conditions.

 

3. What do we do if something is not regulated in these conditions?

The most common matters are arranged in these terms and conditions. If one of us wants to make additional agreements, we will discuss this together and record the new agreements in writing. It is only possible to deviate from these general terms and conditions if we make additional agreements in writing.

 

We can change these terms and conditions if we deem it necessary and we assume that you will accept the changed terms and conditions after we have sent them to you and you have not indicated in writing within 14 days that you do not agree with them.

 

About our quotes
4. How long are our quotes valid?

Our quotations are valid for 30 days, unless we make other arrangements with you.

 

5 What do the prices in the quotation apply to?

The price in the offer is a total price. This applies to all activities and activities described in the quotation in connection with the services and products in the quotation. Do you want us to carry out part of the activities and work from the quotation? Then we are not obliged to carry it out against a corresponding part of the total price.

We will then make a new offer in consultation with you.

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Furthermore, the prices and agreements in our offer only apply to the assignment that we offer. They do not automatically apply to future assignments.  

 

6 When do we have an agreement?

We have an agreement with you if:

• you give us the assignment in writing (for example by e-mail);

• return our quote signed; or

• verbally asks us to start executing the assignment.

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7 What happens if we start before your written agreement?

Are you asking us to start our work while the quotation has not yet been confirmed or signed? Then we make the following agreements about these activities:
 

• We carry out the work at the rate that is included in the quote.

• All other conditions from the offer apply, with the exception of the substantive agreements about work, the budget and the planning. All

• Do you agree to the order? Then we will include the hours that we have already spent in the assignment. We settle these hours with the hours we have quoted. This does not apply if you or we have expressly indicated that these hours must be settled in a different way.
   

About executing the command
8 What can you expect from us?

We do our utmost to perform the services and activities as described in the assignment and according to the requirements of good workmanship. We also make every effort to carry out the assignment according to the schedule and within the agreed time.

9 What do we expect from you?

We need information (documents and data) from you to write our quotation and to carry out the assignment.

We would like to receive these on time. Do we not receive the documents on time? Then we have the right to start the execution of the assignment later.

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We also assume that the information you give us is complete and correct. Isn't that the case? And do you suffer damage as a result? Then we are not liable for that.

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Finally, we expect you to ensure that sufficient capacity is available in time to support us in carrying out the assignment. If this is not the case, this can lead to a delay in the execution of the assignment and we can also suspend the agreement if necessary. We are then not liable for this.

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If changes occur during the execution of the assignment that are important to us in the execution of the agreement, you are obliged to inform us about this in time and fully.

 

About our costs and rates

10 What is included in the price?

In our quotation we describe what work we perform for you and what price we charge for it. The following agreements apply to this:

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• We can agree on a fixed total price or an indicative price based on an estimate of the number of hours. In the latter case, we charge the hours on a subsequent calculation (ie the actual time spent multiplied by our usual hourly rates).

• All our prices are exclusive of sales tax (VAT) and including travel and accommodation costs, unless we include other agreements about this in our quotation.

• In addition, other project-related costs – such as costs of rental locations, equipment or third parties engaged by us – may also apply. These will then also be charged to you after consultation with you.

11 When is there additional work?

In two cases, the costs we charge may differ from the total price in the quotation:

 

1. if the assignment turns out to be larger than expected in practice. If we expect this to result in a substantially higher number of hours and therefore a higher price, we will first discuss this with you and confirm this in writing;

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2. if the composition of our team changes. We will first try to offer you a consultant with the same job level. If this is not possible and we have to use another consultant, we may charge a different rate for this consultant. In both cases we ensure that the price/performance ratio is safeguarded and we transfer the work properly.

We will state the nature and scope of the additional work performed in the invoices.

We do not charge any costs for additional work if the additional work is the result of a shortcoming that can be attributed to us.

12 What happens if you do not agree to the additional work?

Do you not agree with the higher price of the additional work? Then you can cancel the agreement in writing within eight (8) days after our announcement from the date on which the change takes effect. If we have not received a written cancellation from you within this period, we assume that you agree with the additional work and the associated higher price.
 

We can also terminate the assignment if you do not agree with the higher price of the additional work and have made this known to us in writing. In that case we do not have to observe a notice period. In that case, you pay for the work we have performed until we cancel the assignment.

13 Can you reduce the size of the assignment in the meantime?

You can reduce the size of the assignment in the meantime. The following agreements apply to this:

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• In any case, you pay for all the hours that we have already worked for this assignment

• Have we reserved hours for the assignment that are canceled because you wish to reduce the (current) assignment in the meantime? Then there is lost income. We can then claim compensation for the lost turnover that we miss out on as a result of a maximum of 30% of the lost turnover. You are obliged to pay us this lost income on the basis of an invoice to be sent to you by us plus VAT. We do not charge costs for loss of profit if the less work can be attributed to us
   

About the payment
14 What are the rules for payment?

We agree the following with you about the payment:

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• You will receive an invoice from us every month or you will pay according to the payment arrangement that we have agreed with you in the quotation, agreement or order confirmation.

• The payment term of our invoices is 30 days. Even if you do not agree with this invoice, you must pay it within 30 days.

• If you have not paid the invoice within 30 days after the due date, we can charge statutory interest and collection costs from this due date. We do not have to give you notice of default for this.

• If you do not pay the invoice within six weeks of the due date, we may stop our activities until we have received payment.

• If several clients give us an assignment together, they are each jointly and severally liable for the payment, regardless of the name on the invoice.

• You are never entitled to set off or deduct amounts that you believe you owe from us – on whatever grounds – against the outstanding invoices, unless we agree to this in writing in advance.

• If your financial position or payment behavior gives reason to do so, we have the right to request (additional) security from you in a form desired by us. We can also charge you an advance on our fee. If you do not comply with this, we have the right to suspend our activities and all outstanding amounts are immediately due and payable, plus the aforementioned statutory interest and collection costs.

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About the schedule

15 What do we agree on about the planning?

Before we start with the assignment, we make a planning together with you. This schedule is indicative; we cannot guarantee these. Due to the nature of our projects and services, the planning of our (sub) projects often changes. This requires continuous coordination between you and us.

 

Whether we meet the schedule depends, among other things, on whether:

• the information we receive from you is of sufficient quality;

• we receive the information on time;

• we receive sufficient help and cooperation from your organization.

 

In the event of substantial deviations from the planning, we will let you know in good time.

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The time schedule of the assignment can be changed by us in the event of an interim adjustment of the scope of the assignment, approach or working method. This will be done in consultation with you. If you do not agree with an adjustment of the time schedule, we can terminate the assignment prematurely without being obliged to pay you any compensation.

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There may be circumstances in which it is not possible to indicate exactly in advance how long the lead time for the execution of the assignment will be. The lead time also depends on the quality of the information, facts and resources and the cooperation we obtain from you. Periods within which work must be completed are therefore only strict deadlines if these periods have been agreed with you in writing.

 

About the completion of the assignment

16 When does the assignment end?

If we have completed our work as described in the contract for services and have delivered the draft final report or another draft product as described in the contract for services to you, we would like to hear what you think. Did we not receive your comment within 21 days? Then we consider the assignment as completed and the products as approved. You will then receive a final invoice from us.

 

The assignment is financially closed as soon as the final invoice has been paid by you. If we have not received a written response from you within a period of 14 days after the date of the final statement that you do not agree, the final statement will be deemed to have been approved by you.

 

Can you have the invoice checked by a chartered accountant?

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Would you like to have our invoice checked by a chartered accountant? Then we cooperate. The costs of such a check are for your account.

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About cancelling

17 When does the assignment end automatically?

The assignment ends automatically and without notice from the moment you or your organization:

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• goes bankrupt;

• applies for suspension of payments;

• business operations cease;

• changes hands.

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In that case, we may immediately send you an invoice for:

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• the work we have already performed;

• our loss of turnover and profit due to the termination of the assignment.
   

18 Can you or we terminate the assignment prematurely?

You and we can always terminate the assignment prematurely, provided that this is done in writing. The following rules apply to this:

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• Do you terminate the assignment prematurely? Then a minimum notice period of 30 calendar days until the termination date applies and we are entitled to:

• compensation for the loss of turnover that we suffer as a result and that we can make plausible. This does not apply if you terminate the assignment for reasons that can be demonstrably imputed to us;

• payment of the invoices for the work we have performed up to the termination date;

• payment of any additional costs for the transfer of the work.

 

Do we terminate the assignment prematurely? In that case, a minimum notice period of 30 calendar days also applies and we transfer the work that we still have to perform to others as well as possible during the notice period. We will pay the costs for this transfer, unless we terminate the order for reasons attributable to you.
 

We have the right to terminate the assignment prematurely without notice if you fail to fulfill your (payment) obligations to us under the agreement or these general terms and conditions, even after we have given you notice of default. We also have this right if we cannot reasonably be asked to continue the agreement any longer due to circumstances that can be attributed to you.  

 

About our consultants

19 How do we put together a team of consultants?

Before we start the work, we put together a team of consultants in consultation with you. We select these consultants based on the quality and expertise required for the assignment. We try to prevent team members from being changed, if necessary we always consult with you first.

 

20 Can we employ each other's staff?

During the performance of the assignment and within a period of 1 year after its termination, you may not employ any of our staff or negotiate employment, unless we have reached agreement on this together.

 

About intellectual property and confidentiality

21 Who owns the materials and the Clearly online collaboration platform?

We use models, methods, materials, presentations and reports for the execution of the assignment and for the advice or research result. These are and remain our property unless you and we agree otherwise in writing.

 

The intellectual property right of the online collaboration platform Clearly rests and will remain vested in Future Insight Group BV. If a third party claims that the intellectual property right of the online collaboration platform Clearly belongs to him, Future Insight Group BV will indemnify the customer. A condition for this is that the customer informs Future Insight Group BV about this as soon as possible, cooperates in an investigation and leaves the handling of the case entirely to Future Insight Group BV. If the court determines that the intellectual property does indeed belong to a third party, Future Insight Group BV will ensure that the customer can continue to use the online collaboration platform Clearly or provide him with equivalent software.

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The ownership of the data entered and the data generated by the application rests with you as a customer.

 

A license does not entitle you to the so-called source code of the Clearly online collaboration platform.

 

22 What do you and we agree about confidential information?

If you provide us with confidential information during the assignment, we will treat that information confidentially, unless we cannot be held to this confidentiality on the basis of a legal obligation.

 

Without our prior written permission, you are not permitted to provide others with confidential (company) information about, for example, our rates and calculation models used for impact analyzes and to share this information with others, in any form whatsoever. An immediately due and payable penalty of € 1000 per day applies for this, whereby we reserve the right to claim full compensation from you.

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About possible complaints and liability

23 Until when can you complain if you are dissatisfied?

Are you not satisfied with our work or with the efforts of our staff? Then we ask you to let us know (to complain) in writing or via e-mail at [email protected]. You should do this as soon as possible, but no later than 14 days after we have completed the work. We ask you to describe your complaint in as much detail as possible, so that we can respond adequately. We will then contact you within a week to discuss a solution.

 

Submitting a complaint never releases you from your payment obligations to us.

 

24 What do we do if your complaint is justified?

If your complaint is well-founded, we will still carry out the assignment as agreed if that is possible. Is this now demonstrably pointless for you, for example because you needed a report or service before a certain time? Then we ask you to let us know in writing. In that case, we are only liable within the limits of Article 26.

 

We can also - if your complaint is well-founded - choose to adjust the invoice amount, or to improve it free of charge or to carry out the work again if that is still possible.

 

25 What are we liable for?

We are only liable for the direct damage suffered by you that directly arises from or is the result of our attributable shortcomings in the performance of the assignment. This is the case if we do not act in accordance with the requirements of care, expertise or good workmanship that you can rely on when you give us the assignment. We are never liable for indirect damage, lost profit or consequential damage of any kind.

 

Our liability is limited to the amount we have received from you for carrying out the work, with a maximum of the total of the invoices for the last three months prior to the date on which you held us liable for the damage suffered by you. .

 

Moreover, our liability can never exceed the amount that our professional liability insurer wishes to pay (including the deductible).

If, for whatever reason, the liability insurer does not pay out – as referred to in paragraph 3 of this article – the liability of the Contractor is limited to the amount of the fee charged for the performance of the Assignment. If the Assignment concerns a continuing performance contract with a term of more than one (1) year, the amount referred to above will be set at once the amount of the fee charged to the Client in the twelve months prior to the occurrence of the damage. . Under no circumstances will the total compensation for the damage pursuant to this paragraph amount to more than € 300,000 per attributable shortcoming, unless the parties - in view of the size of the Assignment or the risks associated with the Assignment - see reason to the Agreement to deviate from this maximum.

5.A coherent series of attributable shortcomings counts as one (1) attributable shortcoming.  

 

We can also engage third parties in the implementation of the agreement and we are not liable for shortcomings by these third parties, except in the event of intent or gross negligence on our part.

 

We are not liable for damage that you suffer or arise because you have not provided us with any, incorrect or incomplete information or this has not been provided to us on time.

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26 What should you do if you want to hold us liable for damage?

If you wish to hold us liable for damage, the following agreements apply:

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• You report your written complaint and/or liability claim within 14 days after you have established or could reasonably have established our alleged shortcoming, in the manner described in Article 24.

• Any claims for damages must be submitted to us within this period after discovery of the damage.
   

27 What do we do when we have a conflict?

Do we have a conflict that we cannot resolve together? We will then submit this to the competent court in the Netherlands. Our agreement is exclusively governed by Dutch law.

About force majeure

28 When does force majeure occur?

We may not be able to carry out the work as planned due to circumstances beyond our control. For example, due to fire or a natural disaster. In such a case of force majeure, there is no attributable shortcoming and we cannot be held liable by you for this.

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Does the period of force majeure last longer than 60 (sixty) consecutive days? Then you have the right to dissolve the agreement. We do this with a written statement that we both sign. We do not have to compensate you for any damage you may suffer as a result of this dissolution. We are also entitled to payment for all products and/or services that we have provided to you up to the time of dissolution.

About communication and personal data

29 Electronic communications

In the performance of the assignment, we may communicate with you by electronic means such as e-mail or use electronic storage (such as cloud applications).

 

We are not liable for any damage that may result to you as a result of using this. For example, because data is not received, is received too late or is damaged or as a result of viruses, malfunctions or other breaches or risks, insufficient security or otherwise, unless there is intent or gross negligence on our part. You are responsible for the associated risks and adequate security of your systems and documents.

 

30 Personal data

Processing of any personal data by us takes place in accordance with the applicable laws and regulations in the field of the protection of personal data.

 

You are also bound by the applicable rules such as the General Data Protection Regulation (GDPR). You agree that we can include personal data in our systems for purposes of administration and management and for data processing via our online collaboration platform Clearly if you use it in the context of the agreement. We have also concluded a processing agreement with you that forms part of the agreement.