General terms and conditions

General Terms and Conditions: Hibou – www.hibou.nl

Generaal Vetterstraat 82-2, 1059 BW Amsterdam
info@hibou.nl | +31 (0)20 369 99 99
Valid from 01-01-2021

These are the general terms and conditions of Hibou B.V. Hibou B.V. is located at Generaal Vetterstraat 82-2, 1059 BW Amsterdam, and its Chamber of Commerce (KvK) number is 72072423. If you have any questions, you can contact us by email at info@hibou.nl, by phone at +31 20 369 99 99, or by post at the address above.

1. General

1.1. These general terms and conditions (“General Terms and Conditions”) apply to every offer, quotation, assignment and agreement, including those relating to the performance of, and advice on, social insights, positioning analyses, reputation (research and management), (content) marketing and communication, between Hibou B.V., its group companies, subsidiaries and legal successors (“Contractor”) on the one hand, and the Contractor’s customer/counterparty (“Client”) on the other (“Agreement”).
1.2. The Agreement and these General Terms and Conditions together constitute the entire agreement between Client and Contractor. The Client’s general terms and conditions do not apply. Deviations from these General Terms and Conditions can only be agreed in writing and apply only to the Agreement to which they have expressly been declared applicable.
1.3. If any provision of these General Terms and Conditions conflicts with a provision of the Agreement, the provision of the Agreement prevails.
1.4. If any provision of these General Terms and Conditions is void, or is declared void or non-binding, the remaining provisions remain in full force. Such a provision shall automatically be deemed replaced by a provision that is valid or binding and that reflects the purpose and intent of the original provision as closely as possible.

2. Proposals/Quotations

2.1. Contractor will adequately familiarize itself with the Client’s objectives for the Agreement.
2.2. Contractor’s quotations are based on the information provided by the Client. The Client warrants that it has provided all essential information for the set-up and performance of the Agreement. The Client also warrants that it is entitled to use (or have used) all data provided to Contractor for the agreed purposes.

3. Formation of the Agreement

3.1. Every offer and quotation (each a “Proposal”) from Contractor is non-binding. An Agreement is only formed once Contractor has confirmed the Agreement, or once performance of the Agreement has begun with the Client’s knowledge.
3.2. Contractor may charge costs for preparing a Proposal, provided this has been agreed with the Client.
3.3. Contractor will not increase the rates and costs stated in the Proposal for four months after its date, unless (i) performance of the Proposal cannot take place within the period or in the manner stated in the Proposal due to the Client’s actions, or (ii) Contractor has reserved the right to increase them.
3.4. Stated amounts are always exclusive of value added tax (VAT) and expenses.

4. Amendment and termination of the Agreement

4.1. If the Client wishes to amend the Agreement, the Client will notify Contractor in writing as soon as possible. Contractor will make reasonable efforts to implement the requested amendment, provided Contractor and Client reach agreement on the increase or decrease in costs that the amendment entails. Both parties are obliged to act reasonably in this respect.
4.2. Client and Contractor must notify each other in writing of any change relating to the performance of the Agreement.
4.3. Agreed delivery times are not binding in the event of delay due to unforeseen circumstances connected with interim amendments to the Agreement or factors beyond Contractor’s control.
4.4. The Client must notify any deviations from the agreed schedule as soon as possible, and at least ten (10) working days before the planned start of performance of an Agreement. If the Client fails to observe this period, Contractor is entitled to full payment of the agreed fee.
4.5. Contractor may terminate this Agreement subject to a reasonable notice period if Contractor is unable to perform the Agreement in accordance with its professional standards.
4.6. Contractor may terminate the Agreement with immediate effect if Contractor is in default under the Agreement.

5. Liability

5.1. Contractor will perform the Agreement to the best of its knowledge and ability. This obligation is an obligation of best efforts.
5.2. Contractor is not liable for any shortcoming in the performance of the Agreement, unless the Client demonstrates, with substantiation, that Contractor did not act with care and/or expertise.
5.3. Contractor’s liability in connection with the Agreement is limited to the lower of (i) the fee (excl. VAT and expenses) to which Contractor is entitled for its work under the Agreement and (ii) the amount insured by Contractor in this respect.
5.4. On pain of forfeiture of rights, the Client must submit a claim for damages in writing within one year after discovering the damage.
5.5. Any liability of Contractor for indirect or consequential damages is excluded. The Client indemnifies Contractor, on first request, against third-party claims in this respect.
5.6. The limitation period for all claims and defences against Contractor is one (1) year.

6. Data processing agreement

6.1. If Contractor processes personal data at the Client’s request, a data processing agreement must be concluded between both parties.
6.2. Hibou’s standard data processing agreement applies, unless the parties have agreed on a different data processing agreement.

7. Default, force majeure and dissolution of the Agreement

7.1. If a party to the Agreement is unable to perform the Agreement as agreed due to a cause not attributable to that party, that party must give the other party written notice of default and the opportunity to remove the cause within one week, unless this cannot reasonably be required or force majeure applies. If the other party does not make use of this opportunity or does not remove the cause within the reasonable period set, the first party has the right to dissolve the Agreement and to compensation for the damage suffered, unless force majeure applies.
7.2. If a party is declared bankrupt, applies for (provisional) suspension of payments, or ceases its business operations, the other party has (i) the right to terminate the Agreement with immediate effect and (ii) the right to compensation in lieu of performance.
7.3. If a force majeure situation lasts longer than 7 days, both parties have the right to dissolve the Agreement in writing. Work already performed will then be settled proportionally, without either party owing the other anything.

8. Fees and payment

8.1. The rates stated in a Proposal are exclusive of value added tax (VAT) and expenses, but inclusive of travel and accommodation costs, unless otherwise indicated.
8.2. For Agreements with a fee for Contractor of EUR 10,000 or more (excl. VAT), the total fee is invoiced in instalments: fifty percent (50%) at the start and the remaining fifty percent (50%) immediately upon completion.
8.3. Once a year, Contractor has the right to adjust its prices and rates based on the annual change in the Consumer Price Index (CPI) of Statistics Netherlands (CBS) (employees, low). Such an adjustment does not give the Client the right to terminate the Agreement.
8.4. In addition to the inflation adjustment referred to in Article 8.3, Contractor also has the right to increase its rates once a year. Contractor will notify the Client of such an increase at least 30 days in advance. If the aforementioned increases together exceed ten percent (10%) relative to the old rates, the Client has the right to terminate the Agreement as of the date on which the increase takes effect, subject to the notice period (if applicable).
8.5. Contractor will send the Client invoices for the fees owed. The Client must pay the invoiced amounts within 30 days of the invoice date. The Client is not entitled to suspend and/or set off any obligations towards Contractor.
8.6. If the Client fails to meet its obligations under this article, all costs incurred by Contractor are for the Client’s account.
8.7. If the Client fails to pay within the set period, it is in default immediately. It then owes Contractor extrajudicial collection costs. The maximum collection costs are as follows:

• 15% of the first EUR 2,500,

• 10% of the remainder up to EUR 5,000,

• 5% of the remainder up to EUR 10,000,

• 1% of the remainder up to EUR 200,000,

• 0.5% of the remaining amount.

8.8. If Contractor can demonstrate that it has incurred costs that were reasonably necessary under the circumstances, these costs are also eligible for reimbursement.
8.9. All judicial and enforcement costs incurred by Contractor are also for the Client’s account.

9. Intellectual property

9.1. All rights (including copyright) in the following (research) material remain with Contractor:
9.1.1. research proposals, cost estimates, quotations and the like;
9.1.2. all (research) material produced by Contractor, such as models, techniques, questionnaires, instruments and software;
9.1.3. the outcome of the research in the form of reports, advice and the like; and
9.1.4. advice and “content”, whether or not arising from or following a previous assignment.

9.2. All rights (including copyright) in all “content” supplied to Contractor remain with the Client or a third party that wrote or created it for the Client.
9.3. Except for the use of the “content” written for the Client for its intended purpose, the Client is not permitted to reuse any part of the material referred to in Article 9.1 for another purpose, or to disclose it to third parties, without Contractor’s permission.

10. Confidentiality

10.1. Each party undertakes to maintain strict confidentiality regarding all non-public information and documentation in connection with the Agreement, unless disclosure is required by law.

11. Publicity

11.1. Contractor may use the Client’s name and logo in press releases and other communications to promote its services.
11.2. For the publication of a reference, the Client must give written approval.

12. Amendment clause

12.1. Contractor is entitled to amend or supplement its General Terms and Conditions and Additional Terms.
12.2. Amendments of minor importance, such as changes in legislation or in business operations, may be made at any time.
12.3. Major substantive amendments will be submitted to the customer in advance.

13. Applicable law and jurisdiction

13.1. The Agreement and all disputes arising from or related to it are governed by Dutch law. Disputes arising from or related to the Agreement will be submitted to the competent court in Amsterdam.
13.2. The parties will only submit the matter to the court after having done their utmost to resolve the dispute through mutual consultation.
13.3. Disputes must be brought before the competent court within one year after the claim/damage arose and became known to the claiming party.