This translation has been prepared for the convenience of Human Insight’s foreign ustomers. It is stressed that the official text of the General Terms and Conditions is ontained in the Dutch Algemene Voorwaarden Human Insight B.V. In the event of terpretation differences between the Dutch and the English text, the Dutch text shall revail.
ARTICLE 1. | DEFINITIONS
In these General Terms and Conditions, the following capitalised terms will be used with the following meaning in so far as the nature or purport of the provisions does not entail otherwise.
1. Human Insight: Human Insight B.V., having its registered office at Zuid Hollandlaan 7, 2596 AL The Hague.
2. Partner: any natural person or legal entity, in so far as acting in the conduct of a profession or business, with whom Human Insight has concluded or intends to conclude an Agreement.
3. Agreement: any agreement formed between Human Insight and the Partner under which Human Insight has undertaken to perform one or more of the following vis-à- vis the Partner:
4. Online Partner Portal: the section of the web space for access to Tools and End Products operated by Human Insight that is exclusively accessible to the Partner through its user name and password.
5. Tools: the applications offered by Human Insight in the context of the Agreement to create End Products.
6. End Products: reports, documents and other data files generated through the Tools.
7. Services: all services to be provided by or on behalf of Human Insight under the Agreement that may consist of setting up the Online Partner Portal on the instructions of the Partner, project management, providing technical or practical training and/or workshops, certification training, Master Classes, Practitioner Workshops, network meetings, peer review to be applied by the Partner for the purpose of knowledge sharing, as well as other substantive and operational support, whether or not based on a Service Level Agreement, when using the Online Partner Portal, the Tools and End Products.
8. Partnership: a form of collaboration developed by Human Insight on the basis of which the Partner, in the context of an Agreement, can purchase a definite or indefinite quantity of Tools for a certain period of time, which enables the Partner to have access via the Online Partner Portal.
9. End Users: all third parties that make direct or indirect use of the Tools and/or End Products on the basis of a contractual relationship with the Partner.
10. In Writing: traditional written communication as well as communication to be stored on a durable data carrier, such as communication by email.
ARTICLE 2. | GENERAL PROVISIONS
1. These General Terms and Conditions apply to all offers from Human Insight and every Agreement formed.
2. These General Terms and Conditions also apply to Agreements for whose performance third parties must be engaged. These General Terms and Conditions have also been stipulated for the benefit of third parties to be engaged by Human Insight. They may also invoke the provisions of these General Terms and Conditions vis-à-vis the Partner.
3. The applicability of any general terms and conditions or other terms and conditions of the Partner is expressly rejected.
4. The provisions of these General Terms and Conditions may only be deviated from In Writing. If and in so far as what the parties have expressly agreed In Writing deviates from the provisions of these General Terms and Conditions, what the parties have expressly agreed In Writing will apply.
ARTICLE 3. | OFFER AND FORMATION OF AGREEMENTS
1. Any offer by Human Insight is without obligation, even if it sets a term for acceptance.
2. Evident errors and mistakes in Human Insight’s offer do not bind it.
3. No rights can be derived by the Partner from an offer by Human Insight that is based on incorrect or incomplete data provided by the Partner.
4. Every Agreement is formed by an offer and acceptance. If the acceptance of the Partner deviates from the offer by Human Insight, the Agreement will not be formed in accordance with such deviating acceptance, unless Human Insight indicates otherwise.
5. If the Partner concludes the Agreement on behalf of another natural person or legal entity, it declares that it is authorised to do so by entering into the Agreement. Along with this natural person or legal entity, the Partner is jointly and severally liable for the performance of the obligations under that Agreement.
ARTICLE 4. | THIRD PARTIES AND PERIODS
1. Human Insight is at all times authorised to leave the performance of the Services, including, but not limited to, training and workshops, in whole or in part to third parties. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded.
2. Without prejudice to the Partner’s right to proper performance of the Agreement and the associated right to have any improper performance by third parties remedied, Human Insight is not liable for damage resulting from failures attributable to the third parties referred to in the previous paragraph, unless these third parties provide Services which Human Insight, in view of its own business operations, also performs under its own responsibility for its counterparties. All of the above is in accordance with the statutory rules governing strict liability for non-subordinate agents.
3. All periods for performance and delivery stated by Human Insight are always indicative, non-fatal periods. Any default on the part of Human Insight only takes effect after the Partner has given Human Insight notice of default In Writing, in which notice of default the Partner must state a reasonable period within which the Agreement may still be performed, and the Agreement has still not been performed after said period has expired.
4. Periods for performance, delivery and completion do not commence until Human Insight has received all the data required for performance or completion from or through the Partner.
ARTICLE 5. | GENERAL OBLIGATIONS OF THE PARTNER
1. If and in so far as such is necessary for the proper setup and performance of an Agreement, the Partner, whether or not at the request of Human Insight, is at all times obliged to make all information available to Human Insight as soon as this is required for the performance of the Agreement, in the manner prescribed by it. Furthermore, the Partner must at all times provide all cooperation required for the performance of the Agreement to Human Insight. The Partner must take all reasonable measures to optimise the performance of the Agreement.
2. The Partner warrants that within the context of the Agreement it will use the Tools and End Products with the consent of the End Users concerned. The Partner further warrants that it will inform End Users of the rights and obligations with regard to the use of the Tools and End Products to the extent that the End User obtains access to these or these are made available to it. The Partner must expressly communicate to the End User, no later than upon this access/availability, that:
ARTICLE 6. | PERFORMANCE OF SERVICES
1. In the event that, on the Partner’s instructions, work is performed that falls outside the substance or scope of the Agreement, the associated costs will be borne by the Partner in accordance with the usual rates applied by Human Insight.
2. In the event that Services are provided at the Partner’s premises or at another location designated by the Partner, Human Insight must be able to perform the Services in a space suitable for that purpose and must be able to use, free of charge, all facilities reasonably required by it at that location, including equipment, such as computers, as well as a reliable internet connection.
3. Human Insight undertakes to perform the Services to the best of its knowledge and ability. However, Human Insight only undertakes a best-efforts obligation; the achievement of results for the Partner is partly dependent on external factors that cannot be influenced by Human Insight, such as the efforts of the Partner and the persons engaged by it in the performance of the Services, preventing Human Insight from being able to guarantee the results envisaged by the Partner.
4. Unless the nature or purport of the Services to be provided opposes confidentiality, the Partner and Human Insight will keep confidential all confidential information of which they have taken cognisance in connection with the performance of Services and that is directly related to the business or organisation of the other party. All information that the parties have indicated as confidential or that the other party should reasonably know to be confidential is considered to be confidential information.
5. The Partner is obliged to keep confidential all advice, knowledge, skills and documentation of which it has taken cognisance or which have been made available to it through Human Insight in connection with the performance of the Services, or at least to use these solely for the purpose for which they were provided.
6. The previous two paragraphs of this article do not apply if and in so far as a statutory provision or court decision obliges one of the parties to provide the information referred to in those paragraphs to third parties.
7.The Parties are obliged to impose the obligations under this Article on any third parties to be engaged by them in the Services.
ARTICLE 7. | PARTNERSHIPS
ARTICLE 8. | INTELLECTUAL PROPERTY AND RIGHTS OF USE
ARTICLE 9. | MAINTENANCE OF SYSTEMS
ARTICLE 10. | FORCE MAJEURE
ARTICLE 11. | SUSPENSION AND DISSOLUTION
ARTICLE 12. | PRICES AND PAYMENTS
ARTICLE 13. | LIABILITY AND INDEMNIFICATION
– the reasonable costs of determining the cause and extent of the damage, in so far as the determination relates to damage that is eligible for compensation within the meaning of these General Terms and Conditions;
– any reasonable costs incurred to make Human Insight’s defective performance conform to the Agreement, in so far as this defective performance can be attributed to Human Insight;
– reasonable costs incurred in preventing or limiting damage, in so far as the Partner demonstrates that these costs led to limitation of the damage that is eligible for compensation within the meaning of these General Terms and Conditions.
ARTICLE 14. | PERSONAL DATA
ARTICLE 15. | FINAL PROVISIONS