Terms & Conditions

Organisation Insights Terms and Conditions

Article 1 - Definitions

Organisation Insights: the private limited company Organisation Insights B.V., with its registered office and place of business at De Kleine Weer 8, 1383 BD Weesp, the Netherlands, and registered with the Chamber of Commerce under number 97246654.
Client: the (legal) person or partnership of legal persons or the intermediary or representative acting on their behalf who uses the Services of Organisation Insights and instructs it to provide Services as referred to in paragraph 5 of this article.
Agreement: the legal relationship between Organisation Insights and the Client, all this in the broadest sense of the word.
Assignment description: the written description of the Services, results, planning, rates and other agreements between Organisation Insights and the Client, as laid down in a quotation, order confirmation or other document accepted by both parties.
Third Party(ies): any other (legal) person other than Organisation Insights or the Client.
Services: all services performed or to be performed by Organisation Insights and/or Third Parties engaged by it on behalf of the Client, including advice, support and other consultancy work in the broadest sense of the word, performed within the framework of the Agreement, including work that is not performed at the express request of the Client.
Additional work: all additional Services requested by the Client or necessarily arising from the Services that are not included in the quotation and/or Agreement.
General Terms and Conditions: these General Terms and Conditions.
Website: the Websites https://www.organisationinsights.com.

Article 2 - Conclusion of the Agreement and amendments

These General Terms and Conditions apply to all current and future legal relationships between Organisation Insights and the Client.
All quotations issued by Organisation Insights are without obligation, even if they state a term for acceptance, and may be revoked by Organisation Insights at any time.
Organisation Insights has the right to revoke the offer or quotation at any time up to shortly (no later than 1 working day) after its acceptance. Organisation Insights does not have the right to revoke the offer or quotation after the Agreement has been commenced.
Organisation Insights is not obliged to execute accepted Assignment Descriptions if these are based on obvious errors. Organisation Insights has the right to correct these obvious errors.
The main rule is that Organisation Insights offers the Services on the basis of a fixed price, as stated in the quotation and/or Assignment Description. This fixed price applies to the scope of the Services described in the quotation and/or Assignment Description.
If, after the Agreement has been concluded, the scope is changed or expanded at the Client's request, or if during the execution it becomes apparent that additional work is required for proper execution that falls outside the original scope, this will be considered Additional Work.
Only if it is expressly stated in the quotation that (part of) the Services will be performed on an hourly basis will the relevant Services be remunerated on the basis of the hourly rate stated therein. Any indications of hours included in the quotation or Assignment Description are in that case only intended as a non-binding estimate of the hours to be spent. No rights can be derived from these indications of hours by the Client.
If the Client requests a change or extension of the scope of the Services, or if during the execution it appears that more work is necessary for the proper execution of the Agreement than was anticipated in the quotation, this will be considered Additional Work. Such Additional Work will only be performed after prior written confirmation and may be invoiced separately at the rate applicable at that time.
The information and/or specifications described in the quotation supersede all previous agreements and correspondence; in the event of any conflict, the content of the quotation shall prevail. It is the responsibility of the Client to check that the quotation contains the correct information and/or specifications.
An Agreement between Organisation Insights and the Client shall in any case – but not exclusively – be concluded when:
1. the Client has returned the signed quotation;
2. Organisation Insights has sent an order confirmation to the Client and the Client has not notified Organisation Insights in writing within a period of 5 days that it does not agree with the content thereof; or
3. Organisation Insights has received an email from the Client or has had telephone contact with the Client in which the Client has expressly indicated that it agrees to Organisation Insights' offer without further reservation or condition;
4. Organisation Insights (or a Third Party on behalf of Organisation Insights) has commenced the performance of the Agreement.
When an Agreement is concluded between Organisation Insights and the Client, Organisation Insights is not bound by any General Terms and Conditions of the Client. The General Terms and Conditions of the Client are hereby expressly rejected by Organisation Insights.
A maximum available budget stated by the Client shall only apply as a fixed price if this has been expressly confirmed in writing by Organisation Insights.
The specifications, drawings and other descriptions included in Organisation Insights' quotations and Job Description are as accurate as possible, but only serve to indicate the result to be achieved. The Client cannot derive any rights from this.
No rights can be derived from the information on websites, leaflets, flyers, newspapers and other media promoting the goods and services. The information in such media is intended for indicative purposes only. This information can only be considered accurate if confirmed in writing, except for obvious omissions and errors.
Cancellation of the Agreement after signing the quotation is not possible, unless the Agreement has been entered into by a consumer. In that case, the consumer has up to 14 days to cancel the Agreement.
Insofar as the Agreement deviates from the provisions of these General Terms and Conditions, the content of the Agreement shall prevail and all provisions of these General Terms and Conditions shall apply insofar as they do not conflict with the Agreement.
Changes to the Agreement (including the General Terms and Conditions) are only binding on Organisation Insights if these changes have been confirmed in writing by both Organisation Insights and the Client.
If any provision in these General Terms and Conditions is void or voidable, the Agreement will remain in force in all other respects and the provision in question will be replaced by mutual agreement between the parties by a provision that approximates the meaning of the original provision as closely as possible.

Article 3 - Performance of the Agreement

Organisation Insights will make every effort to perform the Services in accordance with the Assignment Description and to the best of its knowledge and ability and in accordance with the requirements that may be expected of a reasonably acting and competent service provider, as well as in accordance with the written agreements as far as possible. The Services will be performed on the basis of a best efforts obligation and never on the basis of a result obligation. Organisation Insights expressly does not provide any guarantees regarding the Services provided.
In principle, the Services will only be performed on Organisation Insights' normal working days and hours, unless the parties have expressly agreed otherwise in writing. Working days are all days, with the exception of Saturdays, Sundays and national holidays recognised in the Netherlands, on which banks in the Netherlands are open for regular payment transactions. If the parties explicitly agree in writing that (part of) the Services will be performed outside these usual working days and/or working hours, Organisation Insights is entitled to charge a surcharge of 1.5 times the (hourly) rate agreed between the parties for those hours.
Organisation Insights' Description of the Assignment is only an estimate of the work to be performed and the hours to be worked in order to provide the Services. If and as soon as the number of hours quoted is exceeded, the Client is obliged to pay for the surplus hours at the rate stated in the quotation. The foregoing will only take place after the Client and Organisation Insights have consulted on the matter. This provision does not apply if a fixed price has been agreed between the parties.
This provision only applies if the parties have agreed that the Services will be performed on an hourly basis. If more or fewer hours than the agreed number are spent in a month, the parties will consult on the settlement and/or carry-over of hours. The starting point is that the originally agreed hours remain available for use during the term of the assignment, unless the parties agree otherwise in writing.
Organisation Insights has the right to have certain work carried out by third parties or to engage auxiliary persons, including subordinates. When engaging third parties, Organisation Insights will exercise due care.
If deadlines have been agreed or specified for the performance of Services, these deadlines are indicative and never binding. If a deadline is exceeded, the Client must give Organisation Insights written notice of default. Organisation Insights must then be given a reasonable period of time to still perform the Agreement. Deadlines can only be considered strict deadlines if they have been explicitly designated as such by Organisation Insights.
The lead time for the Services depends on various factors and circumstances, including, but not limited to, the quality and timeliness of the data and information provided by the Client and the degree of cooperation of the Client and relevant Third Parties. Organisation Insights is therefore not bound to a fixed lead time for the Services, unless expressly agreed otherwise in writing.
All assignments are accepted and carried out exclusively to the exclusion of the provisions of Articles 7:407, 7:407(2) and 7:409 of the Civil Code, even if the assignment is expressly or tacitly given with a view to its execution by one specific person.

Article 4 – Amendments to the Agreement and additional work

The Client may request Organisation Insights to amend the Agreement. Organisation Insights is only obliged to implement the amended Agreement once Organisation Insights has given its written consent to the Client's request. Once confirmed by the Client, the amendment to the Services falls within the terms and conditions of the Agreement and these General Terms and Conditions, unless otherwise agreed in writing between the Client and Organisation Insights.
If, during the performance of the Agreement, it appears that it is necessary to amend or supplement it with Additional Work in order to perform it properly, Organisation Insights and the Client shall proceed to amend the Agreement in a timely manner and in mutual consultation.
Failure to immediately implement the amended Agreement does not constitute a breach of contract on the part of Organisation Insights and does not constitute grounds for the Client to terminate or dissolve the Agreement.
Organisation Insights will not perform Additional Work or charge the Client for it until prior agreement has been reached with the Client. The absence of an Agreement with regard to the Additional Work does not affect Organisation Insights' claims for payment.

Article 5 - Client's obligations

The Client is obliged to make available all materials, data and/or information that Organisation Insights indicates it needs for the proper performance of the Services and/or which the Client knows or can reasonably know that Organisation Insights needs for the proper performance of the Services, in the form, in the quantity and manner desired by Organisation Insights and, moreover, in such a timely manner that Organisation Insights can perform the Services without delay.
The Client shall inform Organisation Insights in advance and, if necessary, in writing during the course of the agreement, of any circumstances that are or may be relevant to Organisation Insights, such as the manner of reporting desired by the Client, the subjects to which the Client wishes to pay particular attention, the Client's priorities, the availability of the Client's resources and personnel, and any special facts or circumstances that may not be known to Organisation Insights. The Client shall ensure the further distribution and acknowledgement within its organisation of the reports and other information provided by Organisation Insights, assess these on that basis and inform Organisation Insights of the results of that assessment.
The Client shall ensure that Organisation Insights has access to a safe and healthy workplace during the performance of the Services, as well as timely and unimpeded access to the Client's buildings, systems, (digital) environments, resources and other facilities that are reasonably necessary for the performance of the Services.
The Client shall assess the results delivered by Organisation Insights within ten (10) working days of delivery and inform Organisation Insights in writing of any defects that can reasonably be attributed to Organisation Insights. In the absence of such written notification within this period, the results shall be deemed to have been accepted by the Client.
Organisation Insights will determine the manner in which and by whom the Services will be performed and will perform these Services entirely independently and at its own discretion, without supervision or direction from the Client.
The Client remains responsible and liable for, among other things:
1. The management and operation of its company/organisation and the marketing and advertising of its products and services.
2. The decisions taken by the Client regarding the extent to which it wishes to rely on the services provided by Organisation Insights, as well as regarding the use and implementation thereof;
3. The decisions taken by the Client that influence the work and its results.

Article 6 - Prices

The Assignment Description specifies the basis on which the Services will be remunerated, either at a fixed price or on the basis of an hourly rate with an indication of the number of hours.
The Client shall reimburse Organisation Insights for all reasonable and necessary travel and accommodation expenses incurred by Organisation Insights in connection with the performance of the Services, as well as other reasonable expenses incurred by Organisation Insights at the Client's request and approved in advance by the Client (in writing). These expenses may be charged separately to the Client by Organisation Insights.
Unless expressly stated otherwise, prices on quotations and Agreements or on any other statement from Organisation Insights are in euros. In addition, the prices stated are also exclusive of travel and accommodation costs, etc. Additional costs will be discussed in advance between Organisation Insights and the Client. If the Client is a consumer, the prices on the quotations are stated inclusive of VAT.
Any increase in cost-determining factors (such as, but not limited to, changes in legislation and regulations, government measures, currency fluctuations or changes in the prices of the necessary materials or raw materials) arising after the conclusion of the Agreement may be passed on to the Client by Organisation Insights. If the Client is a consumer, the Client has the right to terminate the Agreement within three months of a price increase.
Organisation Insights is entitled to require an advance payment of 25% of the total price from the Client prior to the performance of the Agreement. Advance payments must be made within the specified time limits.
If the parties have not expressly agreed (in writing) on a fixed price, the Client cannot invoke previous offers and quotations (whether or not implemented) made by Organisation Insights. Organisation Insights is entitled to charge the price that it also charges in comparable situations. Quotations do not apply to future work.

Article 7 - Invoicing, payment and due date

Unless otherwise agreed in writing, payment of the invoice must be made within fourteen (14) days of the invoice date by bank transfer or any other method offered by Organisation Insights.
Payments must in principle be made in euros (EUR). This principle may only be deviated from if the parties have expressly agreed on a different currency in writing in the Assignment Description.
In the absence of an explicitly agreed payment schedule, all fees relating to Services provided by Organisation Insights are payable in arrears per calendar month.
The Client is obliged to immediately notify Organisation Insights of any inaccuracies in the payment details stated or provided.
At the Client's written request, Organisation Insights will, within a reasonable period of time, allow the Client to inspect the administrative data and time records relevant to the invoices in question, exclusively to the extent necessary to verify the accuracy of the fees charged under the Agreement. Such verification shall take place at a time and location to be determined by Organisation Insights, at the Client's expense, and in such a manner that the business operations of Organisation Insights and the protection of confidential information and personal data are not unreasonably disrupted.
If payment has not been made within the agreed payment term, the Client shall owe Organisation Insights interest from the date of expiry of the payment term. The interest rate is 2% per month, but is equal to the statutory commercial interest rate (6:119a of the Dutch Civil Code) if this is higher. If the Client is a consumer, only the statutory interest rate for consumer transactions applies.
In the event of late payment, any exchange rate difference that is disadvantageous to Organisation Insights will be borne by the Client. The reference dates for this are the due date of the invoice and the date on which payment is made.
The Client is liable for all costs actually incurred by Organisation Insights (both in and out of court) in connection with the collection of its claims against the Client, with a minimum of 15% of the value of the outstanding invoice and £250.00 per outstanding invoice. If the Client is a consumer, the extrajudicial costs will be calculated in accordance with the Extrajudicial Collection Costs Decree.
The Client's right to set off its claims against Organisation Insights against payment obligations to Organisation Insights on any grounds whatsoever is excluded. Under no circumstances shall the Client be entitled to suspend any obligation. The foregoing shall not apply if the Client enters into the Agreement as a consumer.

Article 8 - Force majeure

In the event of force majeure, whether permanent or temporary, Organisation Insights is entitled, at its discretion, to terminate the Agreement in whole or in part or to temporarily suspend its obligations under the Agreement without the Client being entitled to claim performance, compensation and/or termination.
In addition to what is understood in law and case law, force majeure is understood between the Parties to mean all external causes, foreseen or unforeseen, over which Organisation Insights has no influence, but as a result of which Organisation Insights is unable to fulfil its obligations. This includes (but is not limited to): strikes at Organisation Insights or at third parties on which Organisation Insights depends in any way for the performance of the agreement, threat of war, war, insurrection, acts of war, boycott, epidemics/pandemics, disruptions in traffic or transport, restrictive measures imposed by the government, shortages of raw materials, late delivery of raw materials or other necessary materials or failure to deliver, bankruptcy or suspension of payments by one or more of its suppliers or engaged Third Parties, natural disasters, weather conditions that prevent the work from being carried out adequately, power failures, internet, computer network or telecommunications facility failures, and health problems or death of key Organisation Insights personnel.
Organisation Insights also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after Organisation Insights should have fulfilled its obligation.
If the force majeure lasts longer than one month, both Parties are entitled to terminate the Agreement without judicial intervention. In such a case, Organisation Insights will proceed to refund any amounts paid, less all costs incurred by Organisation Insights in connection with the Agreement.

Article 9 - Liability

Organisation Insights is not liable for damage, for example, but not exclusively, as a result of Services provided or work performed or otherwise as a result of intent or (deliberate) recklessness on the part of the Client.
Organisation Insights is not liable for damage, including damage based on an incorrect assignment, if the Client has provided incorrect, unrepresentative or irrelevant information.
Organisation Insights is not liable for indirect damage, including but not limited to lost profits, missed savings, business damage and damage to Third Parties, even in the event of non-performance or improper performance of a repair obligation.
Organisation Insights is not liable for any errors on the Website.
Insofar as the Services depend on the availability or proper functioning of software, cloud services or platforms offered by third parties, Organisation Insights is not liable for damage or shortcomings resulting from malfunctions, errors, defects or maintenance in those services or platforms.
Organisation Insights is not liable for failure to fulfil its obligations under the Agreement, or for failure to do so in a timely manner, if this is caused by force majeure as referred to in Article 10 of these General Terms and Conditions.
Organisation Insights is not liable on the basis of an obligation to achieve a specific result, but only on the basis of an obligation to perform to the best of its ability. If decisions made on the basis of advice and/or guidance from Organisation Insights prove to have adverse consequences, this will be entirely at the expense and risk of the Client. Whether or not to follow (strategic) advice from Organisation Insights is therefore entirely a decision for which the Client itself bears responsibility.
The use that the Client makes of advice and/or reports provided by Organisation Insights is always at its own expense and risk. The burden of proof that the Services provided by Organisation Insights, including the manner of advising or guiding, do not comply with what has been agreed in writing or with what may be expected from a reasonably acting and competent service provider, rests entirely with the Client, without prejudice to Organisation Insights' right to provide evidence to the contrary by all means.
The Client shall indemnify Organisation Insights against any claims from third parties, of whatever nature, relating to the Services. All costs and damage incurred by Organisation Insights as a result shall be borne in full by the Client.
In the event of liability, Organisation Insights shall only be liable for direct damage and/or damage resulting from normal use of the delivered goods. Direct damage is understood to mean:
1. The reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage referred to in this paragraph; and
2. Any reasonable costs incurred to ensure that Organisation Insights' defective performance complies with the Agreement, insofar as these can be attributed to Organisation Insights; and
3. The reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of the direct damage.
If Organisation Insights can be held liable, its liability per event or series of events with a common cause shall in any case be limited to the amount paid out by its liability insurance for the case in question. If the insurer does not pay out, or if Organisation Insights is not insured, the liability is limited to the amount paid by the Client.
For assignments with a duration of more than six (6) months, a further limitation of liability applies to a maximum of the amount invoiced over the last six (6) months. The limitation of liability as described in this article does not apply in the event of intent or deliberate recklessness on the part of Organisation Insights or its (senior) subordinate(s).
If the provisions of 5.1 are not complied with, Organisation Insights has the right to suspend the performance of the Services and/or to charge the Client for the additional costs resulting from the delay at the then customary rates, until such time as the Client has complied with the aforementioned obligation. If, after Organisation Insights has informed the Client of the obligations referred to in 5.1, these obligations are still not fulfilled in full after two months, Organisation Insights has the option of terminating the agreement.
If the Client fails to comply with the Agreement, the Client will be liable for all damage suffered by Organisation Insights as a direct or indirect result.
Limitations or exclusions of liability in the Agreement and these General Terms and Conditions do not apply if the damage is the result of intent or deliberate recklessness on the part of Organisation Insights or its (senior) subordinate(s) and such limitation or exclusion is unreasonable.

Article 10 – Termination, cancellation and annulment of the Agreement

Continuous agreements for an indefinite period may be terminated in writing by both the Client and Organisation Insights with due observance of a notice period of one (1) month, unless a different notice period has been agreed in the Agreement or the Assignment Description. Termination shall take place at the end of a calendar month.
In addition to any contractually agreed terms, the Client has the right to terminate a Job Description (or similar job confirmation) in whole or in part during the term by giving written notice to Organisation Insights. In that case, the Client shall owe Organisation Insights:
1. the fees for all work performed and costs incurred up to the date of termination, based on the agreed rates (in the case of a fixed price, on a pro rata basis; in the case of an hourly rate, based on the actual hours worked);
2. a reasonable termination fee to compensate for lost margin and capacity already reserved, equal to ten per cent (10%) of the fees that would still have been due for the remaining part of the relevant Assignment Description if the Agreement had continued unchanged, unless the Parties have agreed on a different fee in writing.
Organisation Insights is entitled to terminate the Agreement in whole or in part with immediate effect in writing, without being liable for compensation, if:
1. Despite written notice of default, the Client fails to remedy an attributable failure to fulfil an essential obligation under the Agreement within a reasonable period specified in the notice of default;
2. the Client applies for a moratorium on payments or is granted a (provisional) moratorium on payments, the Client is declared bankrupt or applies for bankruptcy itself; or
3. the Client ceases or transfers its business, or its business is liquidated.
The Client is entitled to terminate the Agreement in whole or in part with immediate effect in writing if Organisation Insights, despite written notice of default, fails to fulfil an essential obligation under the Agreement and does not remedy this failure within a reasonable period specified in the notice of default.
In all cases of termination or dissolution, for whatever reason:
1. Organisation Insights shall make available to the Client the (virtually) completed materials and relevant work products that are reasonably available up to the termination date;
2. payment obligations for work already performed and costs incurred will remain in force; and
3. the Parties shall be obliged to return confidential information and data carriers to each other, with due observance of any statutory retention obligations. If the Client fails to fulfil its obligations under the Agreement and this failure justifies termination, Organisation Insights shall be entitled to terminate the Agreement immediately and with immediate effect without any obligation to pay any compensation or indemnification, while the Client shall be obliged to pay compensation or indemnification on the grounds of breach of contract. The foregoing shall not apply if the Client enters into the Agreement as a consumer.
The compensation described in this article constitutes full compensation for the termination or dissolution in question. To the extent permitted by law, the parties waive any right to additional (fixed) compensation or penalty in connection with a termination or cancellation on the basis of this article.

Article 11 – Non-solicitation of personnel

During the term of the Agreement, as well as for a period of 180 days after its termination, the parties shall not, without the prior written consent of the other party, directly or indirectly approach, employ or otherwise engage, whether or not through a third-party construction, any employees of the other party or any third parties engaged by that party who have actually been involved in the performance of the Agreement. directly or indirectly approach, employ or otherwise engage, whether or not through a third-party arrangement, employees of the other party or third parties deployed by that party who have actually been involved in the performance of the Agreement.
If a party acts in contravention of the provisions of paragraph 1, that party shall, without any notice of default being required, a directly payable penalty to the other party equal to 100% of the total gross wage costs (including holiday pay and emoluments) to be expected by the aggrieved party during the first twelve (12) months that the employee or third party in question would have worked for it. This forecast shall be determined on the basis of the most recent remuneration level applied by the other party for that employee or third party, plus any agreed variable remuneration.
The penalty referred to in paragraph 2 does not affect the right of the aggrieved party to claim additional compensation if and insofar as the actual damage suffered exceeds the penalty incurred.

Article 12 - Privacy, indemnification and confidentiality of data

The Client must comply with all applicable laws and regulations in the field of privacy and the processing of personal data, such as (but not limited to) the General Data Protection Regulation (GDPR) and its implementing legislation. If Organisation Insights makes data or documents available to the Client in relation to the foregoing, the Client must check these data or documents (or have them checked) for compliance with applicable laws and regulations. The use of these data or documents is at the Client's own expense and risk. Organisation Insights cannot be held liable for any inaccuracies or omissions in these data or documents.
Under the legislation on the processing of personal data (such as the (U)AVG), the Client may have obligations towards Third Parties, such as the obligation to provide information, as well as to allow access to, correct and delete personal data of data subjects. The responsibility for complying with these obligations rests entirely and exclusively with the Client. The Client shall, as far as technically possible, cooperate with the obligations to be fulfilled by the Client. The costs associated with this cooperation are not included in the agreed prices and fees of Organisation Insights and are entirely at the expense of the Client.
If Organisation Insights is held liable by a Third Party, including (but not limited to) government agencies, due to the Client's failure to comply with the Agreement, these General Terms and Conditions or the laws and regulations in the field of privacy and the processing of personal data by the Client, or if any sanction, penalty or other measure, the Client shall indemnify Organisation Insights and the Client shall provide Organisation Insights with all necessary assistance in any proceedings in this regard. All costs and damage incurred by Organisation Insights as a result shall be borne in full by the Client.
Each of the parties guarantees that all information received from the other party that is known or should be known to be confidential will remain secret. The party receiving confidential information will only use it for the purpose for which it was provided. Information shall in any case be considered confidential if it has been designated as such by one of the parties. Organisation Insights cannot be held to this if the provision of information to a third party is necessary as a result of a court ruling, a legal requirement or for the proper execution of the agreement.

Article 13 - Intellectual property

Unless expressly agreed otherwise in the Assignment Description, all intellectual property rights that already belonged to Organisation Insights prior to the commencement of the Agreement, including but not limited to methodologies, models, formats, templates, standard software, know-how, concepts and (re)usable parts thereof ("Organisation Insights Tools"), belong exclusively to Organisation Insights or its licensors.
All intellectual property rights that arise specifically within the framework of the Agreement in relation to the reports, advice, presentations, designs, documents, software, dashboards and other (end) products ("Deliverables") shall, after full payment of all invoices relating to those Deliverables, be transferred by operation of law to the Client. Insofar as such a transfer requires a further deed under the law, Organisation Insights shall, at the Client's first request, cooperate fully with this transfer, without any additional remuneration being due other than as already agreed.
Without prior written permission from Organisation Insights, the Client is not entitled to disclose to Third Parties any information about the working methods, methods and techniques used by Organisation Insights and/or the content of the advice or reports issued by Organisation Insights. The Client shall not provide such advice or reports to Third Parties or otherwise disclose them, unless and insofar as this is strictly necessary for the performance of the Agreement or the Client is obliged to do so on the basis of a legal obligation.
All intellectual property rights to data, documents, materials, logos, corporate identities and other content ("Client Materials") made available by the Client to Organisation Insights shall at all times remain vested in the Client or its licensors. The Client grants Organisation Insights a non-exclusive, non-transferable licence to use, reproduce and edit the Client Materials exclusively to the extent reasonably necessary for the performance of the Agreement. This licence shall automatically terminate at the end of the Agreement, except insofar as limited storage is necessary for compliance with legal obligations or for evidence purposes.
Organisation Insights is entitled to continue to use generic knowledge, insights, know-how and skills acquired during the performance of the Agreement, even after the Agreement has ended, provided that no confidential information or personal data of the Client is used in a traceable form.
Without the prior written consent of Organisation Insights, the Client is not entitled to make the Organisation Insights Tools (or parts thereof) available to Third Parties, to sublicense, rent out or otherwise exploit them outside the forms of use permitted in this article.
The parties shall indemnify each other against claims from third parties for infringement of intellectual property rights insofar as those claims result from materials supplied by the other party. If a claim relates to materials developed by Organisation Insights without the use of elements supplied by the Client, Organisation Insights shall, at its discretion, (i) modify the materials so that they are no longer infringing, (ii) deliver replacement Deliverables that are functionally equivalent, or (iii) terminate the Agreement for the relevant part, refunding the fees paid by the Client for those infringing materials, without prejudice to the further agreed limitations of liability.

Article 14 - Complaints Procedure

If the Client has a complaint, the Client must send it in writing to legal@organisationinsights.com within a period of thirty (30) days.
Submitting a complaint does not release the Client from its payment obligation, unless and insofar as Organisation Insights has informed the Client that Organisation Insights considers the complaint to be justified and, as a result, an agreement has been reached on a modified payment obligation.

Article 15 - Applicable law and competent court

All legal relationships to which Organisation Insights is a party are governed exclusively by Dutch law, even if the party involved in the legal relationship is domiciled abroad. Proof of an agreed different legal system can only be provided by a written document signed by both parties. The foregoing does not affect any rights that a consumer has under mandatory provisions.
The Vienna Sales Convention does not apply.
Unless otherwise provided by mandatory law, the civil court in Amsterdam shall have exclusive jurisdiction to rule on disputes arising from Agreements between Organisation Insights and the Client. However, Organisation Insights is free to submit a dispute arising from Agreements between Organisation Insights and the Client for assessment to any court that would have jurisdiction to rule on the dispute in the absence of a choice of forum.