1.1 These general terms and conditions apply to any project to be carried out in relation to the offering and/or price quote and/or assignment and/or agreement, referred to hereinafter as the “Assignment”, between hbits, referred to hereinafter as the “Contractor”, and the commissioning party, referred to hereinafter as the “Client”.
1.2 Any departures from these terms and conditions may be agreed in writing only and will only apply to the Assignment to which they are explicitly stated to apply. Any general terms and conditions that the Client may have will not apply, except where the (partial) applicability of such terms and conditions is agreed in writing between the parties in addition to the applicability of these terms and conditions.
1.3 Any Assignment will take place pursuant to the international ICC/ESOMAR code of conduct for market and social science research and on condition that these general terms and conditions are not departed from.
2.1 The Contractor must be sufficiently well informed of the Client’s objectives in commissioning the Assignment.
2.2 Proposals made by the Contractor are based on the information provided by the Client. The Client is responsible for ensuring that it provides, to the best of its ability, all essential information for setting up and carrying out the Assignment. The Client is also responsible for ensuring that it is authorised to allow the information provided to the Contractor to be used for market research.
2.3 All information that is provided by the Client to the Contractor during the briefing or while the project is being carried out is strictly confidential and the Contractor is obliged to keep it confidential. This duty of confidentiality also applies if the Contractor has received information from the Client and the Assignment is not awarded to the Contractor.
3.1 All proposals and price quotes made by the Contractor are, in principle, free of obligation. An Assignment is considered to have been created once the Contractor, after reaching an agreement about the proposal, has confirmed the Assignment, or after an agreement is reached with the knowledge of the Client through the beginning of the execution of the project.
3.2 The Contractor is permitted to make a charge for producing a proposal, on condition this charge is agreed in advance with the Client.
3.3 If the Client has asked for a proposal from more than one (potential) Contractor, the Client is obliged to inform all (potential) Contractors about the number of proposals requested. If the Client is unable to comply with this obligation and no assignment is awarded to the Contractor, the Client will owe all costs incurred by the Contractor in connection with the proposal.
3.4 The rates and costs offered by the Contractor cannot be increased for a period of four months after the price quote is made, except where execution of the project, as the result of the Client’s actions, cannot take place within the period stated in the research proposal, or if the Contractor has reserved the right to apply an increase. The amounts stated in price quotes will always exclude Turnover Tax.
3.5 In the event of Assignments in which projects are repeated annually or multi-annually, the Contractor is entitled to index the rates and costs each year on 1st January, based on the consumer price index published by FPS Economy, Statistics Belgium.
4.1 The Contractor will carry out the Assignment to the best of its ability. This obligation is one as to effort, unless agreed otherwise in writing. The Contractor is liable for any failures in the execution of the Assignment, on condition that any such failure is the result of care not being taken by the Contractor and expertise not being applied. Liability for damage in this regard is limited to the amount of remuneration received by the Contractor for its work in the context of the Assignment. Any claims by the Client must be lodged within one year of the issue being discovered. Failure to do so will mean that the Client has waived its rights to do so. Any liability on the part of the Contractor for consequential damage suffered by the Client is excluded. The term ‘consequential damage’ damage is understood to mean all damage resulting from any form of using results by the Client or third parties. The Contractor will also indemnify the Client against claims made in the matter by third parties.
5.1 Delivery times agreed are not binding on account of unforeseen circumstances connected with interim changes in the Assignment or factors that are beyond the control of the Contractor that may affect fieldwork or technical completion. If the Contractor believes that there may be a delay, it must notify the Client without delay.
5.2 If the Client wishes to make a change to the agreed time plan, the Contractor will comply with such a change, on condition that the Client consults about the change in timely fashion with the Contractor, as well as on condition that, depending on the circumstances of the case in question, this collaboration can reasonably be wanted by the Contractor. This latter point will depend on the willingness of the Client to provide compensation for the costs that the Contractor will have to incur as the result of the change in the agreed time plan required by the Client. Unless a different arrangement has to be made in writing about the period to be mentioned below, the Client must at all times make known any changes to the agreed time plan at least five working days prior to the beginning of the planned commencement time for the fieldwork. If the Client does not take this period into consideration, the Contractor will then be entitled to full payment for the fee agreed for the fieldwork. Any substitute income will be deducted from this payment.
6.1 If the Client wishes to make changes to the set-up and/or content of the research, it must consult accordingly in good time with the Contractor. The Contractor will incorporate the desired changes on condition that they can reasonably be required of the Contractor and that agreement can be reached about them and about the additional costs that may reasonably be charged or may reasonably be deducted.
6.2 The Contractor is never permitted to make changes to the agreed set-up and/or content of a survey without the Client having agreed to it.
6.3 If the Contractor is required to carry out more or less work than scheduled in the proposal relating to the Assignment, it will consult on this with the Client.
The cost of any additional work to be carried out by the Contractor will be borne by the Client, unless the need for such additional work is caused through the negligence of the Contractor or because the Contractor incorrectly estimated that the work could reasonably be provided. The extent of the remuneration to be charged for the additional work will be established by the parties in consultation.
If the Contractor is required to carry out fewer tasks, the Client can make a claim for a reduction of the remuneration to be paid, on condition and insofar as the Contractor actually incurs less cost as a result. The amount of the reduction involved as the result of the fewer tasks to be carried out will be established by the parties in consultation.
7.1 If as the result of a cause that can be attributed to the Contractor the Assignment is not carried out in accordance with the research proposal, the Client will serve notice of default on the Contractor in writing and the Client shall give the Contractor the opportunity, subject to a period of one week, to carry out the Assignment properly. The Client is only not required to give the Contractor the opportunity of remedy if such remedy is reasonably wanted by the Client. Any additional costs that the Contractor is required to incur after being served notice of default, are not eligible for payment. Only if after serving notice of default the Contractor’s failure persists will the Client be entitled to cancel the Assignment.
7.2 If the Contractor, as the result of a cause that can be attributed to the Client, is unable to carry out the Assignment in line with the underlying research proposal, The Contractor will notify the Client in writing giving notice of one week. It will still offer to carry out the Assignment, unless it cannot reasonably be required of the Contractor. If the Client does not use the aforementioned offer, the Client is required to pay for the damaged suffered by the Contractor as the result of not carrying out the Assignment. The Contractor has the right to cancel and/or suspend the execution of the Assignment, without serving notice of default, if the Client does not comply with its obligations vis-à-vis the Contractor, or does not do so properly.
7.3 If the Contractor or Client declares bankruptcy, applies for the (temporary) suspension of payment, or halts its business operations, the other party has the right to terminate the Assignment with immediate effect.
8.1. The rates stated in the research proposal and/or price quote include travel and accommodation costs, unless stated otherwise. The main lines of expenses that the Contractor is permitted to charge the Client must be specified by the Contractor if requested to do so.
8.2. Payment must take place within 30 days from the date of the invoice, unless agreed otherwise. Once this due date has passed, the Contractor has the right to charge the statutory interest rate, plus any administrative costs. If the Client fails to comply with one or more of its obligations vis-à-vis the Contractor, all reasonable costs involved in obtaining satisfaction out of court will be borne by the Client. The Client is not permitted to suspend and/or offset its obligations vis-à-vis the Contractor.
9.1. All rights (including copyright) on the following (research) material remain with the Client/will be transferred to the Client:
a. questionnaires, instructions, specifications, databases and other information belonging to the Client and supplied by the Client;
b. the results of the market research – in the form of reports, opinions, etc. – if the Assignment relates to customised research. This is on condition that the Client has paid in full for everything that it owes to the Contractor on account of the Assignment. The term ‘customised research’ is understood to mean in this context all market research activities, both qualitative and quantitative, carried out specifically for the Client.
9.2. The Contractor is not permitted to disclose to third parties (any part of) the material stated in article 9.1. without the consent of the Client.
9.3. All rights, including copyright, on the following research material remain with the Contractor:
a. research proposals, cost estimates, price quotes, etc.;
b. all research material produced by the Contractor, such as models, techniques, questionnaires, instruments and software;
c. the results of the market research in the form of reports, opinions, etc. if the Assignment relates to multi-client research. The term ‘multi-client research’ in this context is understood to mean all market research activities, both qualitative and quantitative, carried out in the context of the survey, on condition that the data from and/or for more than one Client is made available.
9.4. The Client is not permitted to disclose to third parties (any part of) the material stated in article 9.3. without the consent of the Contractor. The Client may reproduce the material mentioned in article 9.3. under c. for internal use.
10.1 The cost of all damage caused to test material that is made available by the Client to the Contractor will be borne by the Contractor, unless this damage is caused by factors that are beyond the Contractor’s control.
10.2. The cost of all damage caused by (the use of) test material made available by the Client to the Contractor will be borne by the Client, except where this damage is attributable to the intent or gross misconduct by the (staff of the) Contractor. The Client will indemnify (the staff of) the Contractor against any claims that may be made in the matter by third parties.
11.1. Belgian law alone shall apply to all agreements between the Client and the Contractor. Any disputes that may arise from or be connected with the execution of one or more agreements between the parties will be ruled on, if the dispute comes under the judicial competence of the court with jurisdiction, except where the Contractor opts to submit the dispute to the District Court of the location where the Client has its office.