Innosense Group General Term and Conditions
Private company with an ordinary company structure Innosense Group is registered with the Chamber of Commerce under number 81155662 and is located at Pastoor van Haarenstraat 40 (5464 VG) in Veghel.
Part I – General Part (A)
Article 1 – Definitions
- In these General Terms and Conditions, the following terms are taken to mean the following, unless explicitly indicated otherwise.
- Offer: any offer or quotation to the Client for the provision of Services by Innosense Group.
- Company: The natural or legal person acting in the capacity of a profession or business.
- Services: Product development as well as advice regarding such Products and the development of these. In addition, Innosense Group is involved in import and export of Products.
- Service Provider: The private company with an ordinary company structure InnoSense Group, incorporated under Dutch law, established in the Netherlands and offering Services to the Client, hereinafter: Innosense Group.
- Buyer: The Company that enters into a (distance) Agreement with the Seller.
- Client: The company that has appointed Innosense Group, has provided projects to Innosense Group for Services performed by Innosense Group, or to which Innosense Group has made a proposal based on an Agreement.
- Agreement: any Agreement and other obligations between the Client and Innosense Group, as well as proposals from Innosense Group for Services provided by Innosense Group to the Client and which are accepted by the Client and have been accepted and performed by Innosense Group, whereby these general terms and conditions form an inseparable whole.
- Product: food or foodstuffs in the broadest sense of the word, as well as providing (marketing) advice, knowledge, process information and recipes in this regard.
- Seller: The supplier of Products to the Buyer, hereinafter: Innosense Group.
Article 2- Applicability
- These General Terms and Conditions apply to every Innosense Group Offer, every Agreement between Innosense Group and the Client and every Service offered by Innosense Group.
- Before a (remote) Agreement is concluded, the Client will be provided with these General Terms and Conditions. If this is not reasonably possible, Innosense Group will notify the Client on how to view the General Terms and Conditions.
- Deviation from these General Terms and Conditions is not possible. In exceptional situations, the General Terms and Conditions can be deviated from insofar as this has been explicitly agreed in writing with Innosense Group.
- These General Terms and Conditions also apply to additional, amended and follow-up orders from the Client.
- The Client’s general terms and conditions are excluded.
- If one or more provisions of these general terms and conditions are partially or wholly invalid or are destroyed, the other provisions of these General Terms and Conditions will remain in force and the invalid/voided provision(s) will be replaced by a provision with the same meaning as the original provision.
- Ambiguities about the content, explanation or situations that are not regulated in these General Terms and Conditions should be assessed and explained in the spirit of these General Terms and Conditions.
- The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
- If these General Terms and Conditions refer to they, them/theirs, this should also be understood as a reference to he/him/his and she/her/hers, if and insofar as applicable.
- In the event that Innosense Group has not always demanded compliance with these General Terms and Conditions, it retains its right to demand full or partial compliance with these General Terms and Conditions.
Article 3 – The Offer
- All offers made by Innosense Group are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
- Innosense Group is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, Innosense Group has the right to refuse an Agreement with a (potential) Client for a valid reason for Innosense Group.
- The Offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the Offer. Any images and specific data in the Offer are only an indication and cannot be grounds for any compensation or termination of the Agreement.
- Offers or quotations do not automatically apply to follow-up orders.
- Delivery times in the Innosense Group offer are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
Article 4 Conclusion of the Agreement
- The Agreement is concluded at the moment the Client has accepted an Offer or Agreement from Innosense Group by returning a signed copy (scanned or original) to Innosense Group, or gives an explicit and unambiguous agreement to the Offer by email.
- Innosense Group has the right to withdraw the (signed) Agreement within 5 working days after receipt of the acceptance.
- Innosense Group is not bound to an Offer if the Client could reasonably have expected, could have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
- If the Client cancels an already confirmed order, the costs already incurred (including the time spent) will be charged to the Client, based on Innosense Group’s (hourly) rate. Innosense Group’s time registration is leading in this regard. Innosense Group is also entitled to charge additional costs or rates to the Client in such a case.
- Every Agreement that is entered into with Innosense Group or a project that is assigned to Innosense Group by the Client, rests with the company and not with an individual person associated with Innosense Group.
- The Client’s right of withdrawal is excluded, unless otherwise agreed.
- If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfilment of all obligations ensuing from the Agreement.
Article 5 – Duration of the Agreement
- The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the Order entails that it has been entered into for a definite period of time. The duration of the Order also depends on external factors including, but not limited to the quality and timely delivery of the information that Innosense Group obtains from the Client.
- Both the Client and Innosense Group can dissolve the Agreement on the grounds of an attributable shortcoming in the fulfilment of the Agreement if the other party has been given notice of default in writing and has been given a reasonable period to fulfil its obligations and it still fails to properly fulfil its obligations. This also includes the payment and cooperation obligations of the Client.
- The dissolution of the Agreement does not affect the Client’s payment obligations insofar as Innosense Group has already performed work or delivered Services at the time of the dissolution. The Client must pay the agreed fee.
- Parties cannot terminate the Agreement prematurely.
- Both the Client and Innosense Group can terminate the Agreement in full or in part in writing with immediate effect without further notice of default if one of the parties is in a moratorium, bankruptcy has been applied for or the relevant company ends by liquidation. If a situation as mentioned above occurs, Innosense Group is never obliged to refund any money already received and/or compensation.
Article 6 – Performance of the Services
- Innosense Group will make every effort to perform the agreed Service with the greatest possible care, as may be expected of a good Service Provider. Innosense Group guarantees a professional and independent Service. All Services are performed based on an obligation of the best efforts, unless an explicit and written result has been agreed upon which has been described in detail.
- The Agreement based on which Innosense Group performs the Services is leading for the scope of the Services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
- The Services and prices offered by Innosense Group are based on information and data provided by the Client. Innosense Group has the right to adjust its Services and prices if the information provided appears to be incorrect and/or incomplete.
- In the performance of the Services, Innosense Group is not obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for Innosense Group, the Client is obliged to reimburse the additional costs accordingly, based on a new quotation.
- Innosense Group is entitled to engage third parties for the performance of the Services at its own discretion.
- If the nature and duration of the Order so require, Innosense Group will keep the Client informed of the progress in the meantime through agreed means of contact.
- The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established schedule. Innosense Group is never liable for adjusting the schedule. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all information requested, or has not supplied it in time or in the desired format, does not cooperate sufficiently, or any advance payment has not been received by Innosense Group in time or are delayed due to other circumstances, which are at the expense and risk of the Client, Innosense Group is entitled to a reasonable extension of the delivery period. All damages and additional costs as a result of delay due to a cause as mentioned above are at the expense and risk of the Client.
Article 7 – Obligations of the Client
- The Client is obliged to provide all information requested by Innosense Group as well as relevant attachments and related information and data in a timely manner and/or before the commencement of the work and in the desired format for the purpose of correct and efficient implementation of the Agreement. Failing this, Innosense Group may be unable to achieve full implementation and/or delivery of the relevant Products and/or (related) documents. The consequences of such a situation are at all times at the expense and risk of the Client.
- Innosense Group is not obliged to check the correctness and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Innosense Group responsible for the correctness and completeness of the information compiled by Innosense Group for third parties and/or provided to third parties in the context of the Agreement.
- Innosense Group may request additional information if this is necessary for the performance of the Agreement. Failing this, Innosense Group is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for any reason towards the Client. In the event of changed circumstances, the Client must notify Innosense Group of this immediately, or no later than 3 working days after the change has become known.
Part II – Advice
Article 8 – Advice
- Innosense Group can, if instructed to do so, draw up advice, action plan, recipe, design, report, schedule and/or report for the benefit of the Service. Usually, this will concern advice with regard to Products and/or Product development. The content of this is not binding and only advisory in nature, but Innosense Group will observe the duties of care resting on it. The Client decides at its own discretion whether it follows the advice.
- The advice provided by Innosense Group, in any form, can never be regarded as medical, legal, tax and/or accounting-technical advice.
- At the first request of Innosense Group, the Client is obliged to assess the proposals it has provided. If Innosense Group is delayed in its work, because the Client does not assess, or does not assess on time, a proposal made by Innosense Group, the Client is at all times responsible for the consequences that have arisen, such as delay.
- The nature of the Service means that the result at all times depends on external factors that can influence Innosense Group’s reports and advice, such as the quality, correctness and timely delivery of the required information and data from the Client and its employees, fluctuations in raw materials (qualitative, technical and financial) as well as changes in legislation and regulations. The Client guarantees the quality and the timely and correct delivery of the required data and information.
- The Client will notify Innosense Group in writing before the start of the work of all circumstances that are or may be important, including any points the Client wishes to prioritise.
Part III – Product Development
Article 9 General
An Assignment to Innosense Group to develop a Product, in principle means that Innosense Group does not already have a (standard) recipe in order to arrive at the Product. Innosense Group will therefore endeavour to develop such a recipe. Innosense Group will test and further develop the recipe to be developed until the end product meets the Client’s requirements, insofar as it is included in an agreement concluded between the Parties. If a Product has been developed and the recipe thereof has been delivered or completed to the Client, in accordance with the provisions of Article 11, paragraph 4, the risk shall be borne by the Client from that moment on.
Article 10 – Development
- If Innosense Group enters into a development process with the Client, the Parties will work closely together. In certain cases, the Client may be responsible in particular for allowing suitable employees and/or third parties to participate in these processes in connection with the knowledge and experience required to ensure that the process is carried out effectively.
- The Client remains responsible at all times for the results achieved by its employees and/or third parties designated by it in the context of a development process.
- Innosense Group is in charge of the relevant development project.
- Innosense Group must be informed by the Client of all special regulations and/or requirements and in certain cases of industrial and/or technical standards and other requirements that are important. Innosense Group is never responsible for requesting and obtaining documents and/or other legal documents.
Article 11 – Development of Products
- The Client is obliged to provide all necessary information in a timely manner and in the desired form for the development of the Products.
- The Parties will record in writing all characteristics, functionalities, properties and such of the Products to be developed. The Product is made solely based on these written agreements. If the agreements made are too brief to meet the requirements of the Client, the Parties must enter into consultation and adjust the agreements or the Agreement accordingly.
- The Client obtains a non-exclusive, non-transferable and non-sublicensable right to use the Products from the moment the Client has fully fulfilled its (payment) obligations unless the Parties have agreed otherwise in writing.
- The Product developed by Innosense Group is delivered if the Client has signed or explicitly approved the Product within a maximum period of 7 (calendar) days. To this end, the Client can check the written agreements. After the unused expiry of this term, the Client is deemed to have agreed to the Product. Parties can agree on a test period in which the Client identifies any defects. In principle, any (repair) activities are at the expense of the Client.
- If changes have to be made to the Product after delivery, whether or not at the request of the Client, which have not been previously agreed in writing, the changes must be made based on a new order.
- If the Client wishes to make a variant or a derivative of the recipe of the Innosense Group Product or have elements of the Product made, Innosense Group must give prior and explicit written permission to the Client. Without permission, any adjustment will be seen as an infringement of Innosense Group’s intellectual property rights.
- If the Client must agree to a request from Innosense Group, the latest term to respond to this is 7 (calendar) days. If the Client has not responded within this period, the Client will be deemed to have given tacit agreement. If changes still have to be made after this, additional costs may be charged for this.
Part IV – Terms of Sale
Article 12 – Delivery
- If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information, or has not provided all the requested information on time, provides insufficient cooperation, the (advance) payment has not been received on time by Innosense Group or any delay occurs due to other circumstances beyond the control of Innosense Group, Innosense Group is entitled to a reasonable extension of the delivery period. Any agreed delivery times are never strict deadlines. The Buyer must give Innosense Group written notice of default and grant it a reasonable term to still be able to deliver. The Buyer is not entitled to any compensation due to the delay.
- The Buyer is obliged to take delivery of the goods at the time that they are made available to it in accordance with the Agreement, even if these are offered to it earlier or later than agreed.
- If the Buyer refuses to accept goods or defaults in terms of providing information or instructions that are necessary for the delivery, Innosense Group is authorised to store the goods at the expense and risk of the Buyer.
- If the Products are delivered by Innosense Group or an external carrier, Innosense Group is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will be invoiced separately unless expressly agreed otherwise.
- If Innosense Group requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has made all information necessary for the implementation available to Innosense Group.
- If Innosense Group has stated a term for delivery, this is indicative. For delivery outside the Netherlands, longer delivery times apply.
- Innosense Group is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or the partial delivery has no independent value. Innosense Group is entitled to invoice the goods delivered separately.
- Deliveries are only made if all invoices have been paid unless explicitly agreed otherwise. Innosense Group reserves the right to refuse delivery if there is a justified expectation of non-payment.
Article 13 – Packaging and Transport
- Innosense Group undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
- Unless otherwise agreed in writing, all deliveries where taxable are inclusive of turnover tax (VAT), excluding packaging and packaging material.
- Acceptance of goods without comments on the consignment note or the receipt will be considered proof that the packaging was in good condition at the time of delivery.
Article 14 – Investigation and Complaints
- The Buyer is obliged to inspect the goods delivered at the time of delivery, but in any case within 14 days after receipt of the delivered goods, or to have them unpacked or used to the extent necessary to assess whether it will keep the Product. In addition, the Buyer should investigate whether the quality and quantity of the delivered goods comply with the Agreement and that the Products meet the requirements that apply in the normal course of business.
- The Buyer is obliged to investigate and inform themselves in what way the Product is to be used and, in the event of personal use, to test the Product in accordance with the instructions for use as well as to check whether the Product complies with the laws and regulations. Innosense Group accepts no liability for the incorrect use of the Product by the Buyer.
- Any visible defects or shortages must be reported in writing to Innosense Group after delivery at email@example.com. The Buyer has a period of 14 days after delivery for this. Invisible defects or shortages must be reported within 14 days after discovery, but no later than within 6 months after delivery. In the event of damage to the Product due to improper handling by the Buyer, the Buyer is liable for any depreciation of the Product.
- If in accordance with the previous paragraph, the consumer files their complaint in due time, they shall still be obliged to take delivery and effect payment of the goods purchased. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Innosense Group in the manner indicated by Innosense Group.
- Innosense Group is entitled to start an investigation into the authenticity and condition of the returned Products before a refund is made.
- Refunds to the Buyer will be processed as soon as possible, but the payment can take up to 30 days after receiving the return shipment. The refund will be made to the previously specified account number.
- If the Buyer exercises their right to complain, they are not entitled to suspend their payment obligation or to settle outstanding invoices.
- In the absence of complete delivery, and/or if one or more Products are missing, and if this is due to Innosense Group, Innosense Group will send the missing Product(s) or cancel the remaining Order. Acknowledgement of receipt of the Products is leading. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Innosense Group.
Article 15 – Retention of Title
- All goods delivered by Innosense Group remain the property of Innosense Group until the Buyer has fulfilled all of the following obligations under all Agreements concluded with Innosense Group.
- The Client is not authorised to pledge the goods that fall under the retention of title or to encumber them in any other way if the ownership has not yet been fully transferred.
- If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, the Buyer shall be obliged to inform Innosense Group thereof as soon as can reasonably expected.
- Should Innosense Group wish to exercise its retention of title as specified in this article, the Buyer grants its unconditional and irrevocable permission and authorisation to Innosense Group or a third party to be specified by Innosense Group to have access to all locations where Innosense Group’s property is
- Innosense Group has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite Innosense Group’s obligation to transfer or issue. After the Buyer has complied with its obligations, Innosense Group will make every effort to deliver the Products purchased to the Buyer as soon as possible, but no later than 20 working days.
- Expenses and other (consequential) damage as a result of retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to Innosense Group by the Buyer upon the first request.
Article 16 – Warranty
Innosense Group guarantees that the Products comply with the Agreement, the specifications, usability and/or reliability stated in the offer and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Innosense Group of this use in writing at the time of entering into the Agreement.
Article 17 – Transfer of Risk
The risk of loss or damage to the Products that are the subject of the Agreement is transferred to the company of the Buyer at the time the goods leave the Innosense Group warehouse.
Part V – General Part (B)
Article 18 – Additional Activities and Changes
- If during the performance of the Agreement it appears that the Agreement needs to be amended, or at the request of the Client additional work is required to achieve the Client’s desired result, the Client is obliged to reimburse this additional work at the agreed rate. Innosense Group is not obliged to comply with this request, and may require the Client to conclude a separate Agreement and/or refer it to an authorised third party.
- If the additional activities are the result of negligence on the part of Innosense Group, if Innosense Group has made an incorrect estimate or could reasonably have foreseen the relevant activities, these costs will not be passed on to the Client.
Article 19 – Prices and Payment
- All prices are in principle exclusive of turnover tax (VAT), unless otherwise agreed.
- Innosense Group provides its Services in accordance with the agreed fixed rate, (hourly) rate, rate based on (part of) a day or rate on a project basis. The costs of the activities can be calculated and/or corrected afterwards based on the (time) registration drawn up by Innosense Group (subsequent calculation).
3. Travel time for the benefit of the Client and travel-related costs will be charged to the Client.
4. The Client is obliged to fully reimburse the costs of third parties that are used by Innosense Group after approval of the Client, unless explicitly agreed otherwise.
5. The Parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before commencing the performance of the Services. If an advance has been agreed, this advance must in principle be paid immediately by the Client.
6. The Parties can agree that the Client must pay in instalments.
7. In principle, the term of the invoices is 30 calendar days, but the Parties may agree with different arrangements in this respect.
8. The Client cannot derive any rights or expectations from a previously issued budget, unless the Parties have explicitly agreed otherwise.
9. Innosense Group is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
10. The Client must pay these costs all at once, without settlement or suspension, within the specified payment term as stated on the invoice, to the Innosense Group’s account number and details provided to it.
11. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
Article 20 – Collection Policy
- If the Client does not meet its payment obligation and has not fulfilled its obligation within the payment term set for this, the Client is will be in default by operation of law.
- From the date that the Client is in default, Innosense Group will be entitled, without further notice of default, to the statutory commercial interest from the first day of absenteeism until full payment, and to reimburse the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
- If Innosense Group has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. The entire judicial and execution costs incurred are also borne by the Client.
Article 21 – Privacy, Data Processing and Security
- Innosense Group will handle the Client’s (personal) data with care and will only use it in accordance with applicable standards. If requested, Innosense Group will inform the data subject about this.
- The Client is responsible for the processing of data that is processed using a Innosense Group Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Innosense Group against any (legal) claim related to this data or the performance of the Agreement.
- If under the Agreement Innosense Group must provide information security, this security will meet the specifications that have been submitted and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
Article 22 – Suspension and Dissolution
- Innosense Group has the right to retain the data, data files and such received or created by the Client if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a reason for Innosense Group
- Innosense Group is entitled to suspend the fulfilment of its obligations as soon as the Client is in default with the fulfilment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed to the Client in writing.
- In that case, Innosense Group is not liable for damage, for any reason, as a result of the suspension of its work.
- The suspension (and/or dissolution) does not affect the Client’s payment obligations for work already carried out. In addition, the Client is obliged to compensate Innosense Group for any financial loss that Innosense Group suffers as a result of the Client being in default.
Article 23 – Force Majeure
- Innosense Group is not liable if it cannot fulfil its obligations under the Agreement as a result of a force majeure situation.
- Force majeure on the part of Innosense Group means in any case, but is not limited to: (i) force majeure of suppliers of Innosense Group, (ii) failure of suppliers who have been prescribed or recommended by its third parties to Innosense Group to properly fulfil obligations, (iii) defective software or any third parties involved in the performance of the Service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of Innosense Group employees or advisers engaged by it and (vii) other situations that, in the opinion of Innosense Group, fall outside its sphere of influence that temporarily or permanently prevent the fulfilment of its obligations.
- In case of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. Innosense Group is not obliged to compensate the Client for any losses caused by such a withdrawal.
Article 24 – Limitation of Liability
- If any result that is laid down in the Agreement is not achieved, a shortcoming on the part of Innosense Group will only be deemed to exist if Innosense Group has explicitly promised this result when accepting the Agreement.
- If there is an attributable shortcoming on the part of Innosense Group, Innosense Group is only obliged to pay any compensation if the Client has given Innosense Group notice of default within 14 days after discovery of the shortcoming and Innosense Group has subsequently not remedied this shortcoming within a reasonable period. The notice of default must be submitted in writing and contain an accurate description/substantiation of the shortcoming, enabling Innosense Group to respond adequately.
- If the provision of Services by Innosense Group leads to Innosense Group’s liability, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client, unless the damage is the result of intent or borders on intentional recklessness on the part of Innosense Group. The liability of Innosense Group is, in any case, limited to the maximum amount of damages paid by the insurance company per event per year. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determine the cause of damage, direct damage, liability and the manner of recovery.
- Innosense Group explicitly excludes all liability for consequential damage. Innosense Group is not liable for indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business stagnation, capital losses, delay damage, interest damage and intangible damage.
- The Client indemnifies Innosense Group against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and which also consisted of Services provided by Innosense Group, unless the Client can demonstrate that the damage was caused exclusively by the Service from Innosense Group.
- Any advice provided by Innosense Group, based on incomplete and/or incorrect information provided by the Client, is never grounds for Innosense Group’s liability.
- The content of the advice delivered by Innosense Group is not binding and only advisory in nature. The Client decides at its own discretion whether it follows the proposals and advice of Innosense Group mentioned herein. All consequences ensuing from following the advice are at the expense and risk of the Client. The Client is at all times free to make choices that deviate from the advice delivered by Innosense Group. Innosense Group is not bound by any form of refund if this is the case.
- If a third party is engaged by or on behalf of the Client, Innosense Group is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of the advice drawn up) by the third party engaged by the Client in Innosense Group’s advice.
- The Client does not guarantee a correct and complete transfer of the content of emails sent by/on behalf of the Client, nor the timely receipt thereof.
- All claims of the Client due to shortcomings on the part of Innosense Group lapse if they have not been reported in writing and substantiated to Innosense Group within one year after the Client was known or could reasonably be aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Innosense Group’s liability expires.
- Innosense Group explicitly excludes all liability for damage due to incorrect use and/or unintended use.
Article 25 – Confidentiality
- Innosense Group and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an order. Confidentiality arises from the Order and must also be assumed if it can reasonably be expected to be confidential information. The confidentiality does not apply if the relevant information is already publicly/generally known, the information is not confidential and/or the information has not been made known to Innosense Group by the Client during the Agreement and/or is otherwise received by Innosense Group.
- In particular, confidentiality relates to advice, reports, designs, working methods and/or reports drawn up by Innosense Group regarding the Client’s Order. The Client is expressly forbidden to share the contents of this with employees who are not authorised to take cognisance of this and with (unauthorised) third parties. Furthermore, Innosense Group always exercises due care in handling all business-sensitive information provided by the Client.
- If, based on a statutory provision or a court decision, Innosense Group is obliged to provide confidential information to a third party designated by law or competent court, and Innosense Group cannot invoke a right of non-disclosure, Innosense Group is not obliged to pay any compensation and gives the Client no ground for dissolution of the Agreement.
- The transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by Innosense Group to third parties requires the written permission of Innosense Group, unless such permission has been expressly agreed in advance. The Client will indemnify Innosense Group against all claims from such third parties as a result of relying on such information that has been disseminated without the written permission of Innosense Group.
- Innosense Group and the Client also impose the duty of confidentiality on third parties to be engaged by them.
Article 26 – Intellectual Property Rights
- All IP rights and copyrights of Innosense Group, including in any case, but not limited to all designs, models, reports and advice, rest exclusively with Innosense Group and will not be transferred to the Client unless expressly agreed otherwise.
- If it has been agreed that one or more of the aforementioned items or works of Innosense Group will be transferred to the Client, Innosense Group is entitled to conclude a separate Agreement for this and to demand appropriate financial compensation from the Client. Such compensation must be paid by the Client before it obtains the relevant goods or works with the related IP rights.
- The Client is prohibited from disclosing and/or multiplying, altering or making available to third parties (including use with commercial purposes) all documents and software on which the IP rights and copyrights of Innosense Group rest, without explicit prior written permission from Innosense Group. If the Client wishes to make changes to items delivered by Innosense Group, Innosense Group must give explicit approval to the intended changes.
- The Client is prohibited from using the goods and documents on which the intellectual property rights of Innosense Group rest otherwise than agreed in the Agreement.
- The Parties will inform each other and take joint measures if an infringement of IP rights occurs.
Article 27 – Indemnification and Accuracy of Information
- The Client is responsible for the correctness, reliability and completeness of all data, information and/or documents in any form it provides to Innosense Group in the context of an Agreement, as well as for the data it has obtained from third parties and which have been provided to Innosense Group for the performance of the Service.
- The Client indemnifies Innosense Group from any liability as a result of non-fulfilment or late fulfilment of the obligations with regard to timely provision of all correct, reliable and complete data, information and/or documents.
- The Client indemnifies Innosense Group against all claims of the Client and third parties engaged or employed by it, as well as of the Client’s customers, based on a failure to obtain, or a failure to obtain on time, any subsidies and/or consents required in the context of the implementation of the Agreement.
- The Client indemnifies Innosense Group against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/or the acts or omissions of the Client towards third parties.
- If the Client provides electronic files, software or information carriers to Innosense Group, the Client guarantees that these are free from viruses and defects.
Article 28 – Complaints
- If the Client is not satisfied with Innosense Group’s Services or has other complaints about the performance of the Order, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to reporting the complaint. Complaints can be reported verbally or in writing at firstname.lastname@example.org with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Client if Innosense Group is to be able to process the complaint.
- Innosense Group will respond to the complaint as quickly as possible, but no later than within 7 calendar days after receiving the complaint.
- Parties will aim to find a joint solution.
Article 29: Applicable Law
- Dutch law applies to the legal relationship between Innosense Group and the Client.
- Innosense Group has the right to change these General Terms and Conditions and will inform the Client thereof.
- In the case of translations of these General Terms and Conditions, the Dutch version will prevail.
- All disputes arising from or as a result of the Agreement between Innosense Group and the Client will be settled by the competent court of the Oost-Brabant District Court, location ‘s-Hertogenbosch, unless mandatory provisions of law designate another competent court.
Veghel, October 4, 2020