GENERAL TERMS

Article 1 – General

These general terms and conditions apply to all assignments from principals as accepted by USP Marketing Consultancy B.V. (‘USP’).

Article 2 – Order acceptance

[1] USP conducts exclusive surveys and multi-client surveys by commission.

[2] Before USP accepts an assignment to conduct an exclusive survey, USP will submit a survey proposal. This survey proposal consists of: a problem definition, the research questions, a plan of action, a time path (time spent) and the cost of the survey.
[3] The research proposal is based on the information provided to USP. The principal guarantees that all information relevant to drawing up the research proposal has been provided to USP.

[4] The research proposal is accepted by the principal by signing it. In doing so, he commissions the execution of an exclusive survey.

[5] A principal commissions a multi-client survey through the fact that the principal grants the assignment to USP, through a registration form, to conduct such a survey for his benefit, among others.

Article 3 – Execution and reporting

[1] USP exerts itself to conduct its assignments to the best of its knowledge and capacity. USP reports to the principal the results of its research, as well as its advice and conclusions based on the results of its research. The results of the application and use of the conclusion, advices and results of research conducted by USP depend on many factors that fall outside the scope of influence of USP. USP has no involvement with, and no responsibility for, the application and the use of the conclusions, advices and results of research or results achieved through it.

[2] During the execution of an exclusive assignment it could turn out that USP must deviate from the research proposal in order to carry out the assignment to its best knowledge and capacity. In that case, USP will enter into consultation with the principal. The execution of the assignment is resumed as soon as the principal has accepted an amended research proposal in conformity with article 1. USP is not obliged, and cannot be held, to carry out the assignment in its unchanged form.
[3] The principal guarantees that all documents and data that USP needs in order to carry out an exclusive assignment in conformity with the agreed planning are provided to USP in a timely manner. The principal furthermore guarantees the availability of the employees involved in the activities, in conformity with the agreed planning.

[4] The principal shall not involve any third parties in the execution of an assignment, unless this has been agreed in writing with USP.

[5] USP can change the composition of its research team during the execution of the assignment, if it deems this necessary.

[6] USP has the right to call in third parties (‘auxiliary persons’) to carry out assignment, without prior consultation with the principal.

Article 4 – All invoices of USP must be paid within 21 days

[1] USP carries out activities in the context of executing assignments against payment of the research costs. The research costs are mentioned in the research proposal or registration form of USP and are accepted by the principal upon granting the assignment in conformity with article 1.

[2] The costs applied by USP in the context of research are exclusive of travel and accommodation expenses, copying costs, literature costs, incurred in the context of the assignment, and exclusive of VAT. These costs (further specified) and VAT must be compensated by the principal to USP together with the costs of research.

[3] USP invoices 50% upon acceptance of the proposal and 50% after completion of the assignment. For projects with a project value of more than € 50,000, USP invoices 50% upon acceptance of the proposal, 25% during the project and 25% after completion of the assignment. USP may stipulate that another percentage of the research costs is paid in advance.

[4] In case of overdue payment, the client is in default and interest will be charged over the invoiced amount based on the Dutch legal interest rate.

When USP is obliged to send a second reminder to the client, USP is granted to charge the principal with an amount of € 25,- for incurred administration costs.

All additional charges, such as litigation, judicial and extrajudicial costs related to the collection of the debt due to overdue payment will be for the account of the client. The extrajudicial costs charged in relation to the collection will be at least 15% of the invoiced amount(s), with a minimum amount of € 120,-.

Article 5 – (Premature) termination

[1] USP has the right to immediately terminate the execution of an assignment prematurely if a case mentioned in article 3 paragraph [3] occurs and the principal does not accept the amended research proposal (in conformity with article 1). USP furthermore has the right to immediately terminate the execution of an assignment prematurely if the principal does not meet the requirements of article 3 paragraph [4].

[2] USP and principal have the right to immediately terminate the execution of an assignment prematurely if the other party fails imputably in fulfilling (one of) its obligations and/or the other party is declared bankrupt or is granted suspension of payments, or either bankruptcy or suspension of payments is filed for.

[3] In case of any premature termination of the execution of an assignment, the principal is obliged to pay USP the costs of the research and other costs due until the moment of termination.

[4] The (execution of an) assignment is terminated if the final report in its final report is sent by USP to the principal and – if it has been agreed upon – the presentation thereof by USP has taken place.

Article 6 – Intellectual property rights

[1] USP is the exclusive title holder of all intellectual property rights (including, but not limited to: copyrights, database rights, trademark rights, patent rights and trade name rights) with regard to research proposals, (interim) reports and other documents originating from USP.

[2] The carrying out by USP of activities for the principal to execute an assignment does not entail that the intellectual property rights with regard to these activities or the results thereof shall accrue to or shall be licensed to the principal. These intellectual property rights shall remain completely with USP, unless expressly agreed otherwise in writing. In case a principal can be construed as a public authority within the meaning of article 15b Copyright Act 1912, this principal will warrant that the copyright is expressly reserved, allowing USP to keep resisting further disclosure and/or multiplication.

[3] The principal shall not wholly or partly multiply and/or provide to third parties, and/or otherwise disclose, any research proposals, (interim) reports and other documents of USP without the express written permission of USP.

[4] The commissioning party/principal will not approach staff from USP Marketing consultancy for a role within their own organization/subsidiaries within 1 year after completing a project/receiving services with USP Marketing Consultancy, without the prior express written consent of USP Marketing Consultancy.

Article 7 – Confidentiality

[1] In USP agrees with the principal that it will conduct an exclusive survey, USP undertakes to observe confidentiality of all information and data it receives from the principal in the context of the (execution of the) assignment. Any information received from principals, such as customer files, will furthermore only be used in the context of the research. USP will only provide its (interim) reports in such surveys to the principal If USP is forced by law to provide said information and data, this confidentiality shall lapse.

[2] If USP and the principal agree that USP conducts a multi-client survey, then the foregoing duty of confidentiality (paragraph [1]), shall not apply.

[3] The principal will not make any statements to third party, without the express and prior written approval of USP, regarding the approach and work methods of USP in the context of (the execution of) assignments.

Article 8 – Liability

[1] USP is not liable for any damage that is the direct or indirect consequence of its activities, unless there is gross negligence or intent on the part of USP. In all cases, the liability of USP is limited to an amount that is equal to the sum of the invoice amounts of all the invoices sent by USP to the principal in respect of the specific assignment.

[2] The principal indemnifies USP for all claims of third parties to compensate any damage that is the direct or indirect consequence of its activities.

Article 9 – More principals

In case several principals jointly commission USP to conduct an exclusive survey, each principal is jointly and severally bound to fulfil its obligations in respect of USP and guarantees are deemed to have been given by each principal separately. Each circumstance or right that USP can allege against one of the principals, it can also allege against the other principal(s).