Terms & Conditions
Article 1: Definitions and applicability.
- “Advance Insight” is understood to mean Advance Insight B.V. (limited liability firm) established and with registered office at 99 Stationsweg, Ede, The Netherlands, in these general conditions.
- “Client” is understood to mean the natural person or legal entity on whose assignment and on whose account Advance Insight provides services.
- The conditions are applicable to all offers and agreements with Advance Insight, as well as the execution thereof. Supplementary and deviating stipulations can only be a part of an agreement insofar as they are accepted expressly and in writing by Advance Insight. General (purchasing) conditions invoked by the Client are expressly negated.
- The conditions are valid both within and outside the Netherlands, irrespective of the residence or location of establishment of the parties involved in any agreement, irrespective of the place where the agreement was reached, or would have been executed.
- Potential deviations from these conditions by Advance Insight, applied/allowed at any time to the advantage of the Client, never grant the latter the right to appeal to it later or to claim the application of such a deviation as indisputable.
Article 2: Offers and agreements.
- All quotes and price estimates are entirely free of obligation, unless expressly stated otherwise. They were executed by Advance Insight to the best of its knowledge and based on data potentially provided on request.
- Assignment is understood to mean: every agreement with Advance Insight, irrespective of whether it thereby assumes executing the activities, whether by making personnel, material, or space available, or undertaking any other activity in the widest sense of the word.
- All agreements concluded with Advance Insight either first become binding after written confirmation by Advance Insight, or by Advance Insight having commenced the assignment. Possible additions or changes to the abovementioned agreements are binding to Advance Insight after and insofar as they are accepted and confirmed in writing by Advance Insight. The Client is regarded as having accepted changes or additions to the agreements concluded with Advance Insight unless the Client has, within 8 days after being made aware of or being able to make himself aware of the change/addition, protested against these change(s) or addition(s) in writing. The Client is considered as having been made aware of the intended change/addition upon receipt of a formal communication from Advance Insight. Only the directors and, if applicable, those persons expressly authorised to do so by the management, can and may conclude agreements on behalf of Advance Insight.
Article 3: Liability
- Either party which exercises negligence and or recklessness on its part is liable for any faults arising out of the consultancy and execution of the assignment.
- All damage caused by, occurring during or in any way connected to the consultancy and/or execution of the assignment, by whomsoever (including Advance Insight’s personnel or other staff) inflicted upon who or whatever, aside from damage caused by deliberate or conscious recklessness or negligence by Advance Insight or its personnel, are chargeable to the Client who, where necessary, safeguards Advance Insight from claims by third parties.
- This exclusion of the liability of Advance Insight and the thereby corresponding indemnification of the Client are general and also applicable to Advance Insight’s personnel and staff who are active under the management of Advance Insight during consultancy and/or the execution of the assignment, as well as to its possible advisers and such-like.
- If Advance Insight would be liable for damages due to any other reasons arising from the agreement, the damages owed by it will always be limited to at the most the invoiced amount (excluding VAT) for the relevant services, such to a maximum of €15,000.00.
- An appeal to these conditions does not mean that the Client can postpone the payments due to Advance Insight.
Article 4: Confidentiality
- Advance Insight and the Client agree that with respect to any confidential information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), the Receiving Party shall solely use such confidential information for the purpose and in accordance with this Agreement, not use, disclose, copy or make accessible any such confidential information or any part thereof to a person outside the Receiving Party's business organization for any purpose unless with the express prior written approval from the Disclosing Party, and safeguard the confidential information to the same extent that it safeguards its own confidential materials or data related to its own business.
- Each Party’s confidential information shall remain its own property at all times during and after the term of this Agreement. There shall be no transfer of ownership via the disclosure of confidential information under this Agreement.
- Confidential Information shall mean: all information, documents, and materials (including but not limited to written, oral and digital form), which (i) are of non-public nature, (ii) are not identified as being of a non-confidential nature, and (iii) will be disclosed to the other Party for the Purpose.
Article 5: Delivery time
- The delivery times stated in the offers, confirmations and contracts are endeavoured to be undertaken and will be respected as much as possible, but they are not binding for Advance Insight.
- Exceeding these times, for whatever reason, does not grant the Client the right to compensation, dissolution of an agreement of non-fulfilment of any obligation resulting from the relevant agreement or any other agreement, whether or not connected to this agreement.
- If the Client does not fulfil, or is late to fulfil, any of the obligations resulting from this agreement or any other connected agreement, Advance Insight is entitled, after informing the Client of the shortcoming in writing, to – without judicial intervention – to suspend the execution, without Advance Insight being held liable for any compensation.
Article 6: Prices and costs
- Advance Insight determines an individual price or tariff for every assignment. This price or tariff is intended exclusively as the amount to be paid for the activity to be undertaken by Advance Insight, with the related normal costs included. The price offered is based on the cost price factors, exchange rates, loans, taxes, rights, debts, freight, etc. as known at the time.
- Thus, not included in the price or the tariff are the levies by governmental or other bodies, including fines, insurance premiums, etc.
- Advance Insight is entitled to demand advance payment or, where appropriate, a deposit or security (in the form of a bank guarantee).
- All pre-agreed rates are final and are not subject to any change.
Article 7: Payment conditions
- Unless expressly agreed in writing to the contrary, the payment of the invoice sent by Advance Insight must be made within 14 days of the date on the invoice, without deduction of discounts and without any form of compensation.
- All payments must, without deduction or set-off, be made to a bank account assigned by Advance Insight.
- Discounts can only be granted after mutual consultation between Advance Insight and the Client. Unless otherwise agreed upon in writing, these discounts are one-off. Preceding discounts cannot be appealed to for future transactions.
Article 8: Complaints
- Complaints, if applicable, with regard to both services provided and invoiced amounts must be delivered in writing and by registered mail to Advance Insight within 8 days of the delivery of services or of the relevant invoices, along with a detailed report of the facts to which the complaint is related.
- When complaints handed in do not fulfil the above, they cannot be accepted, and the Client is considered to have approved the supplied service or invoice. When Advance Insight is of the opinion that a complaint is well grounded, then it has the right to either determine in mutual consultation with the Client what the monetary amount is for compensation to be paid to the Client, or to make a new delivery whilst maintaining the existing agreement.
Article 9: Damages for late payment or non-payment
- If the Client does not pay within the set term, the Client is, due to the expiry of the period, guilty of negligence, without a default notice being required. For the time that the Client fails to pay the amount owed, an interest of 1% per month on the outstanding amount is due and leaves the right of Advance Insight to claim complete compensation in full force. The Client shall be entitled to a 14 days’ notice period to remedy their default before any action is taken.
- All legal and extra-legal costs of the collection of that owed by the Client are to be borne by the Client. The extra-legal costs are fixed at 15% of the total sum owed with a minimum of €100.00 and does not detract from the right of Advance Insight to lay claim to the actual costs.
Article 10: Force majeure
- Force majeure releases Advance Insight of its obligations with respect to the Client. Force majeure factors are taken to include: such incidents and situations that exercise a clearly attributable and direct working influence upon the company Advance Insight, such as: serious disruptions in its production process; war; war outside of the Netherlands; rebellion; epidemics; fire; traffic disruptions; strikes; lock-outs; loss or damage of transport; an accident or illness suffered by personnel; limitations of the introduction or other limitations imposed by the authorities, etc. Advance Insight is released of its obligations irrespective of whether the force majeure has occurred in its own company or elsewhere, such as in the companies of suppliers, transporters, wholesalers, etc.
- In the case of a hindrance to the execution of the agreement as a result of force majeure, Advance Insight is entitled, without judicial intervention, to either postpone the execution of the agreement for a maximum of one month, or to dissolve the agreement in its entirety, such to be undertaken in the assessment of Advance Insight. The Client will receive a written announcement of the decision made by Advance Insight.
Article 11: Applicable law and authorised judge
- Dutch law is exclusively applicable to all offers, assignments and agreements to be concluded with Advance Insight.
- All disputes will be subjected to judgement by the completely authorised Judge in the district of Arnhem, or to the judgement of another authorised legal body, such as however also to be chosen by Advance Insight.
- If any article or sub-article of these general conditions becomes invalid, then this does not detract from the validity of the other articles.