Terms and Conditions

Article 1 - General
1.1 These General Terms and Conditions apply to any market research to be carried out relating to an offer and/or quotation and/or assignment and/or agreement, hereinafter referred to as the "Assignment" between Markteffect .V., hereinafter referred to as "Contractor," and the (potential) client, hereinafter referred to as "Client."

1.2 Deviations from these General Terms and Conditions can only be agreed in writing and only apply to the Assignment to which they are explicitly declared to apply. Any General Terms and Conditions of the Client do not apply unless their (partial) applicability in addition to the applicability of these terms and 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, contrary to the law, or otherwise unenforceable, this shall not affect the validity of the remaining provisions. The parties will negotiate in good faith to agree on a new provision to replace the invalid or unenforceable provision, which will follow the intent of the invalid or unenforceable provision as closely as possible.

1.4 Every Assignment shall be carried out in accordance with the Code of Conduct for Market Research and Statistics. Assignments shall never conflict with the mandatory provisions of the international ESOMAR Code of Conduct.

Article 2 - Research briefing
2.1 The Contractor must inform itself sufficiently about the Client's objectives with regard to the Assignment.

2.2 The Contractor's research proposals are based on the information provided by the Client. The Client guarantees that, to the best of its knowledge, it has provided all essential information for the design and execution of the Assignment. The Client also guarantees that it is entitled to use all data provided to the Contractor, including address material, for market research purposes.

2.3 All information provided by the Client to the Contractor in the context of the investigation, including the information provided during the investigation briefing, is strictly confidential and the Contractor is obliged to maintain confidentiality. This confidentiality obligation also applies if the Contractor has received information from the Client and the assignment is not awarded to the Contractor.

Article 3 - Research proposals and quotations
3.1 All research proposals and quotations from the Contractor are without obligation. An assignment is deemed to have been agreed once the Contractor has confirmed the assignment after reaching agreement on the research proposal, or once the Contractor has commenced the research with the knowledge of the Client after reaching agreement.

3.2 The Contractor may charge costs for preparing a research proposal, provided this has been agreed with the Client in advance.

3.3 Rates and costs offered by the Contractor may not be increased during a period of one month after the offer, unless the execution of the research cannot take place within the period stated in the research proposal due to the actions of the Client, or the Contractor has reserved the right to increase the rates and costs. The amounts stated in quotations are always exclusive of sales tax.

3.4 The person who agrees to this agreement/quotation on behalf of the Client thereby indicates that he/she is authorized to sign and make budgetary decisions on behalf of the Client.

Article 4 - Liability
4.1 The Contractor shall perform the Assignment to the best of its knowledge and ability. This obligation is a best-efforts 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 exercise the care and expertise that may be expected in this regard. Liability for damage in this respect is limited to the amount of the remuneration received by the Contractor for its work in connection with the Assignment.

4.3 Any claims by the Client must be submitted within one year of discovering the damage, failing which the Client will have forfeited its rights. Any liability on the part of the Contractor for any consequential damage suffered by the Client is excluded. Consequential damage includes, among other things, all damage resulting from any form of use of research results by the Client or third parties, and the Client shall indemnify the Contractor against any claims in this regard from third parties.

Article 5 - Delivery time and planning
5.1 Agreed delivery times are not binding in the event of delays due to unforeseen circumstances related to interim changes in the Assignment or other circumstances that neither the Contractor nor the Client could reasonably have taken into account when the agreement was concluded. If the Contractor anticipates a delay, it shall immediately notify the Client thereof.

5.2 If the Client wishes to make a change to the agreed schedule, the Contractor will cooperate with this, provided that the Client consults with the Contractor in good time and furthermore on condition that, depending on the circumstances of the case in question, this cooperation can reasonably be expected of the Contractor. If the Client deviates from the fieldwork dates, the Contractor is entitled to charge the Client for the costs resulting from the change in the agreed schedule requested by the Client. Unless a different agreement has been made in writing regarding the period referred to below, the Client must at all times notify the Contractor of any deviations from the agreed schedule at least ten working days before the planned start date of the fieldwork. If the Client fails to comply with this period, the Contractor is entitled to full payment of the agreed remuneration for the fieldwork. Any replacement income will be deducted from this remuneration.

Article 6 - Changes/additional work
6.1 If the Client wishes to make changes to the design and/or content of the research, the Client shall consult with the Contractor in good time. The Contractor shall cooperate with the desired changes, provided that this can reasonably be expected of the Contractor and that agreement is reached on this and on the costs that can reasonably be charged extra or deducted.

6.2 The Contractor is never permitted to make changes to the agreed design and/or content of a study without the Client's consent.

6.3 If the Contractor is required to perform more work than is provided for in the research proposal underlying the Assignment, it will consult with the Client about this. The additional work to be performed by the Contractor shall be at the expense of the Client, unless the need to perform this additional work is caused by negligence on the part of the Contractor or because the Contractor has made an incorrect assessment or could reasonably have foreseen the work in question. The parties will determine the amount of the compensation for the additional work in question in consultation.

Article 7 - (Interim) termination of the Assignment/suspension and dissolution of the Assignment
7.1 The Client may terminate the Assignment in writing at any time, in which case all costs incurred by the Contractor for the performance of the Assignment up to the moment of termination will be invoiced to the Client. The Client may use the Contractor's services for the invoiced remaining amount for up to 24 months after the date of termination of the Assignment. The Contractor will invoice the Client for the remaining amount for the remuneration of the Assignment no later than 12 months after the date of termination.

7.2 If, as a result of a cause attributable to the Contractor, the Assignment is not carried out in accordance with the underlying research proposal, the Client will give the Contractor written notice of default and, subject to a period of seven (7) days, will the opportunity to still perform the Assignment properly. The Client shall only be released from this obligation to give the Contractor this opportunity if this cannot reasonably be expected of the Client. Additional costs incurred by the Contractor after being given notice of default are not eligible for reimbursement. Only if the Contractor's failure to perform continues after notice of default has been given is the Client entitled to cancel the Assignment.

7.3 If, as a result of a cause attributable to the Client, the Contractor the Contractor has been unable to perform the Assignment or has been unable to perform it in accordance with the underlying research proposal, the Contractor shall give the Client seven (7) days' written notice of default and offer to perform the Assignment after all, unless this cannot reasonably be expected of the Contractor. If the Client does not make use of the aforementioned offer, the Client will be obliged to compensate the Contractor for the damage suffered as a result of the non-execution of the assignment. The Contractor is entitled to terminate the Assignment without notice of default and/or to suspend the performance of the Assignment if the Client fails to fulfill its obligations towards the Contractor, or fails to do so in a timely or proper manner.

7.4 If the Contractor or the Client becomes bankrupt, applies for (provisional) suspension of payments, or ceases business operations, the other party has the right to terminate the Contract with immediate effect. The costs remain payable.

Article 8 - Payment terms
8.1 The rates stated in a research proposal and/or quotation include travel and accommodation expenses, unless otherwise indicated. Costs that the Contractor may charge to the Client must be specified in broad terms by the Contractor upon request.

8.2 Unless otherwise agreed, invoicing will take place as follows: The contractor will send an invoice for 50% of the quoted amount, if the total sum exceeds €6,500, as a deposit for the investigation, after the contract has been awarded. Upon completion of the research by delivery of a final report, the remaining amount, including any additional costs, will be invoiced. The remaining invoice will be sent on the planned date of delivery of the final report, however, if the Contractor postpones delivery, the invoicing date will also be postponed to after the new delivery date. If the total amount is €6,500 or less, the amount will be sent as a 100% invoice after the contract has been awarded.

8.3 Payment must be made within fourteen (14) days of the date of the original invoice, unless otherwise agreed. After this due date, interest of 2% per month, with a minimum of €120 per invoice, will be charged. If the client has additional requirements regarding the invoice to be received, the client must indicate this at the time of award and endeavor to provide any necessary information as soon as possible.

Article 9 - Intellectual property
9.1 All rights (including copyright) to 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; b. the results of the market research - in the form of reports, advice, etc. - if the Assignment concerns customized research, on condition that the Client has paid the Contractor in full for the Assignment. In this context, customized research is understood to mean all market research activities, both qualitative and quantitative, that are carried out specifically or exclusively for the Client.

9.2 The Contractor is not permitted to disclose (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, to the following research material are and remain vested in the Contractor: a. research proposals, cost estimates, quotations, etc.; b. all research material produced by the Contractor, such as models, techniques, instruments, data sets, and software; c. the results of market research in the form of reports, recommendations, etc., if the Assignment concerns multi-client research. In this context, multi-client research is understood to mean all market research activities, both qualitative and quantitative, carried out in the context of research, insofar as the data from and/or for more than one Client is available.

9.4 The Client is not permitted to disclose (any part of) the material referred to in Article 9.3 to third parties without the Contractor's consent. The Client may reproduce the material referred to in Article 9.3(c) for internal use and may also use it for internal purposes.

9.5 Publication of data specifically from multi-client studies is not permitted unless the Contractor gives written permission to do so. This permission can only be obtained if the following conditions are met: source reference, limited use of the figures, and prior inspection and approval of the publication article by the Client. The Contractor reserves the right at all times to refuse permission for publication.

Article 10 - Damage to or caused by test material
10.1 All damage caused to test material made available to the Contractor by the Client shall be borne by the Contractor, unless such damage is caused by factors beyond the Contractor's control.

10.2 All damage caused by (the use of) test material made available to the Contractor by the Client shall be borne by the Client, unless such damage is attributable to intent or gross negligence on the part of (the personnel of) the Contractor. The Client indemnifies the Contractor (and its personnel) against any claims that third parties may have in this regard.

Article 11 - Force majeure
11.1 If the Contractor is prevented from fulfilling its obligations due to force majeure, the Contractor shall immediately notify the Client thereof and consult with the Client. The Client shall cooperate with the desired extension of the period, provided that this can reasonably be expected of the Client and that agreement is reached on this and on the costs that can reasonably be charged extra or deducted.

Article 12 – Confidentiality and exclusivity
12.1 The parties are obliged to maintain confidentiality towards third parties who are not involved in the execution of the Assignment with regard to all confidential information that they have obtained from each other or from other sources in 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.

12.2 The client is obliged to safeguard 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 those results cannot be traced back to individual respondents. Nevertheless, the Client and the individual respondents are free to make agreements that deviate from this provision in joint consultation. 

12.3 If these terms and conditions apply to an Assignment from the Client to a selection agency, the Client is not permitted to include the respondents made available by the selection agency in its own database, or to approach the respondents for any purpose whatsoever in any way other than through the selection agency.

12.4 In the event of a breach of the provisions set out in this article, the Client shall owe the Contractor an immediately payable penalty of ten (10) times the agreed fee for the Assignment, without prejudice to the Contractor's right to claim damages.

Article 13 – Transfer of rights and obligations
13.1 The Client is not entitled to transfer the rights and obligations arising from the Assignment, in whole or in part, to third parties, unless with the written consent of the Contractor.

Article 14 – Miscellaneous provisions
14.1 The Client is never authorized to set off any obligation on its part, whether due and payable or not, against any obligation of the Contractor towards the Client.

14.2 All legal claims of the Client against the Contractor on the basis of an Assignment or the law shall lapse one year after the limitation period has commenced in accordance with the statutory rules.

14.3 The Contractor is authorized to make changes to the General Terms and Conditions. These changes will take effect on the announced date of entry into force, except with regard to assignments agreed upon before that date. The Contractor shall send the amended terms and conditions to the Client in good time. If no date of entry into force has been communicated, changes shall take effect vis-à-vis the Client as soon as the change has been communicated to or has become known to the Client, except with regard to assignments agreed before that date.

Article 15 - Applicable law and dispute resolution
15.1 All Assignments between the Client and the Contractor are governed exclusively by Dutch law. All disputes, with the exception of disputes that fall within the jurisdiction of the MOA Disputes Committee on the Quality of Market Research (as referred to in the MOA Market Research Disputes Regulations), that may arise as a result of or in connection with the performance of (an) Assignment(s) between the parties shall be settled by the competent court in the place of business of the Contractor, unless the Contractor chooses to submit the dispute to the District Court in the place of business of the Client.

Article 16 - Grounds for processing
Under the GDPR, there are grounds on which personal data may be processed. These grounds are when consent has been given, when it is necessary for the performance of a contract, when it is required by law, when it is necessary to protect vital interests, when it is necessary for the performance of a task carried out in the public interest or in the exercise of official authority, and finally when it is necessary to pursue a legitimate interest. Further explanation of this data can be found in the privacy statement.

Markteffect General Terms and Conditions Markteffect June 6, 2023.