Terms & Conditions
Update: 1-1-2024
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1. Applicability
1.1 These general terms and conditions apply to all offers and agreements whereby S-COPE supplies products and/or services of whatever nature to a client.
1.2 Deviations from these terms and conditions can only be agreed in writing.
1.3 Any purchase or other conditions of the client are not applicable.
2. Offers
The quotations and offers issued by S-COPE are without obligation and are valid for four weeks after date, unless stated otherwise in the quotation.
3. Price and payment
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3.1 All prices and rates include delivery or travel costs to and from the agreed place of use or employment within the Netherlands, exclusive of business trips, exclusive of turnover tax (VAT) or other levies imposed by the government, unless agreed otherwise.
3.2 Unless otherwise agreed, S-COPE can adjust its prices and rates at the following times:
a. Annually on 1 January;
b. In the event of promotion of an employee of S-COPE involved in the performance of the assignment;
c. At any other time, if circumstances make this necessary in S-COPE's view, starting one month after the adjustment has been made known to the client. If the client does not wish to agree to an increase announced by S-COPE, it is entitled to terminate the agreement within 5 working days after the adjustment has been announced to the client against the date on which the announced adjustment would take effect.
3.3 Payment must be made in advance, unless otherwise agreed, within the payment term as stated on the invoice sent by S-COPE, without discount or set-off.
3.4 S-COPE is always entitled to invoice interim costs for work performed and/or costs incurred up to that time.
3.5 If the client does not pay the amounts due within the agreed term, the client will be in default and will owe statutory interest on the outstanding amount without notice of default being required. If the client continues to fail to pay the claim after notice of default, the client is also obliged to pay full compensation for extrajudicial costs as well as all reasonable judicial costs, including in any case execution costs and (if applicable) collection costs and costs charged by external experts and lawyers.
3.6 In the event of bankruptcy, liquidation or suspension of payment of the client, the obligations of the client are immediately claimable (due and payable).
3.7 Waiting times in connection with late decisions and/or provision of information by the management or employees of the client may be charged to the client.
4. Confidential Information
4.1 The client and S-COPE guarantee that all information of a confidential nature received from the other party in the context of the agreement will not be provided to third parties and will not be used for purposes other than for the implementation of the agreement. Information will in any case be regarded as confidential if it has been designated as such by one of the parties.
4.2 Information in questionnaires, reports and dashboards and information about the models, (work) processes and (work) methods used that S-COPE transfers to the client in the context of the agreement are confidential and cannot be transferred to third parties without the written permission of S-COPE.
4.3 The client is obliged to maintain the confidentiality of individual reports and/or (certain) score results of respondents (individuals who have completed the questionnaire) that the client has obtained in the context of the agreement, with the exception of respondents who have given the client permission to publish their reports and/or share (certain) score results with (specific) third parties.
4.4 The material provided to S-COPE by the client in the context of the agreement will be returned immediately after a request to that effect from the client.
4.5 S-COPE reserves the right to disclose the name of its clients for the purpose of providing references.
5. Transfer of personnel
Neither party will, without the permission of the other party, approach employees of the other party who are or have been involved in the implementation of that agreement for the duration of an agreement and for a year after its termination, or otherwise, directly or indirectly, to have it work for them.
6. Intellectual Property
6.1 Unless agreed otherwise, all intellectual property rights are based on the software, methods, measuring instruments (questionnaires), data, analyses, designs, models, dashboards, documentation, manuals and reports developed or made available by S-COPE for the client (hereinafter referred to as : “Materials”), subject to the other paragraphs of this section, from S-COPE or its licensors.
6.2 Unless agreed otherwise, the client will receive a non-exclusive, non-transferable, unlimited right of use for its organization for an indefinite period of time, reserved for use within the client's own organization, on the Materials specifically developed by S-COPE for the client. The Client will not use the Materials other than for which they have been made available to the Client. Client will not edit the Materials and will only make them public with S-COPE's prior written consent.
6.3 S-COPE will indemnify the client against any legal action based on the allegation that products developed by S-COPE infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that the client informs S-COPE immediately in writing about leaves the existence and content of the legal claim and the handling of the case, including the making of any settlements, entirely to S-COPE. To this end, the client will provide S-COPE with the necessary powers of attorney, information and cooperation to defend itself against these legal claims, if necessary on behalf of the client.
6.4 If it has been irrevocably established in court that the products/services developed by S-COPE infringe any intellectual or industrial property right belonging to a third party or if, in the opinion of S-COPE, there is a reasonable chance that such an infringement will occur, S-COPE will take back the delivered products/services against credit of the acquisition costs less a reasonable usage fee, or ensure that the client can continue to use the delivered or functionally equivalent products/services undisturbed. Any other or more extensive liability or indemnification obligation of S-COPE, due to infringement of intellectual or industrial property of third parties, is excluded, including liability and indemnification obligations of S-COPE for infringements caused by the use of the delivered products/services (i) in a form not modified by S-COPE, (ii) in connection with products/services not supplied or provided by S-COPE or (iii) in a manner other than that for which the products/services were developed or intended.
6.5 The Client has all (intellectual property) rights to information that the Client transfers to S-COPE and guarantees that the transfer of information does not infringe any (intellectual property) right of third parties and that transferred information may be processed by S-COPE and processed in accordance with the agreement between the client and S-COPE. The client indemnifies S-COPE against all claims, liabilities, damage, losses and costs of third parties arising from or in any way related to information transferred to S-COPE by the client.
6.6 If the client has developed one or more questions, items (statements) and/or (measurement) scales itself (hereinafter referred to as: “Questions”) and wishes to add them to the questionnaire used by S-COPE, any copyrights resting thereon at the client. In that case, S-COPE acquires the right to include Questions in the questionnaire used by S-COPE for the (concerned) study and the related Materials, including graphs and reports based on Questions.
7. Third Party Products
7.1 If and insofar as S-COPE makes or supplies third-party products/services to the client, the terms and conditions of those third parties will apply to those products/services, overriding the provisions of the agreement and these general terms and conditions. The Client accepts the aforementioned conditions of third parties. S-COPE will send a copy thereof to the client at its request.
7.2 If and insofar as the terms and conditions of third parties in the relationship between the client and S-COPE are deemed not to apply or are declared inapplicable for whatever reason, the provisions of the agreement and these general terms and conditions apply.
7.3 S-COPE's liability for products/services of third parties will in no case exceed what will appear to be recoverable from the third party(ies) in question.
8. Retention of Title
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8.1 Without prejudice to the provisions of article 6 hereof, all products/services (business and rights) delivered by S-COPE to the client remain the property of S-COPE until the client has fulfilled its obligations under the agreement as well as all claims of S-COPE due to non-compliance with the agreement by the client fully complied.
8.2 The Client can only use the resources used by S-COPE if this use is provided for in the agreement or if written permission has been given for this. The property rights thereto remain with S-COPE at all times.
9. Cooperation by the client
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9.1 The client will provide S-COPE in a timely manner with all data and information that are useful and necessary for the proper execution of the agreement and, insofar as cooperation from the client is reasonably required for the execution of the agreement, provide this cooperation. Parties keep each other informed of organizational and personnel developments and/or changes in the field of information technology within their organizations that may be important for the implementation of the agreement.
9.2 If it is agreed that the work will be performed wholly or in part at a location other than a branch of S-COPE, the client undertakes to ensure adequate accommodation and to make resources available to the employee(s) of S-COPE, to enable them to perform work efficiently.
9.3 The client will indemnify S-COPE against claims from third parties, including employees, shareholders and partners of S-COPE, who suffer damage in connection with the execution of the agreement as a result of acts or omissions on the part of the client or unsafe situations in the organization of the client.
9.4 The Client complies and will continue to comply with all its obligations under existing regulations for the protection of the privacy of individuals, in particular the obligations arising from the Personal Data Protection Act. The Client indemnifies S-COPE against all claims from third parties for damage that these third parties claim to have suffered as a result of non-compliance with obligations under the Personal Data Protection Act.
9.5 The Client is responsible for the use and application in its organization of the products and services supplied by S-COPE, as well as for control and security procedures and adequate system management in this respect. This also applies if the client purchases products and services for use in another organization.
10. Delivery Times
All delivery times stated by S-COPE are target dates, determined on the basis of information known at the time of entering into the agreement. These target dates will be observed as much as possible. The mere exceeding of a term does not place S-COPE in default by operation of law. If there is a threat of exceeding any term, S-COPE will indicate this via the periodic progress report (usually this is issued monthly, unless indicated otherwise) and S-COPE and the client will consult with each other as soon as possible. S-COPE can never be held liable for delays due to waiting times as referred to in Article 3.5 or other causes attributable to the client.
11. Advices
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If the activities of S-COPE (partly) consist of giving advice to the client, S-COPE will advise the client to the best of its ability. Advice from S-COPE meets the quality requirements that can generally be set for an expert research agency. However, S-COPE does not guarantee that application of the advice by the client will lead to the desired result and is not liable for damage that may result or partly result from the implementation of advice provided by it.
12. Termination
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12.1 If the parties have entered into an agreement for an indefinite period of time without having agreed on the possibility of termination, the parties are entitled to terminate that agreement with due observance of a notice period of three months. The cancellation takes place by registered letter, stating the reason for the cancellation.
12.2 Agreements entered into for a definite period cannot be terminated prematurely.
12.3 Each party is authorized to dissolve an agreement if the other party fails imputably in the fulfillment of its obligations arising from the agreement, but not before written notice of default, whereby the other party is given a reasonable term to remedy the shortcoming.
12.4 Dissolution takes place by registered letter.
12.5 If the client has already received services for the implementation of that agreement at the time of the dissolution of an agreement as referred to in Article 12.2, those services and the related payment obligations will not be subject to cancellation, unless S-COPE performance is lacking. Amounts that S-COPE has invoiced before the dissolution in connection with what it has already performed or delivered for the implementation of that agreement, will remain due in full with due observance of the provisions of the previous sentence and will become immediately due and payable at the time of dissolution.
12.6 The parties can dissolve the agreement immediately by means of a written statement in the following cases:
a. The bankruptcy of the other party has been applied for or declared;
b. The other party has applied for suspension of payment or suspension of payment has been granted to the other party;
c. The applicability of Title III of the Bankruptcy Act is pronounced;
d. The business of the other party is liquidated or otherwise effectively terminated, other than for the purpose of reconstruction or merger of businesses;
e. Acts or behavior of the other party, or factual circumstances concerning the other party, give good grounds to fear that the other party will not fulfill its obligations;
f. The tax authorities make use of their rights under the Collection of Taxes Act against the client.
In these cases, S-COPE's claims are immediately due and payable. Dissolution on the basis of this provision does not entitle the other party to compensation.
12.7 The termination or dissolution of the agreement does not release the parties from the obligations arising therefrom, which by their nature continue, such as - but not limited to - the provisions relating to: confidentiality, liability, intellectual property, applicable law and competent court, and - where applicable - rights of use.
13. Liability
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13.1 The total liability of S-COPE under an agreement is limited to compensation for direct damage up to a maximum of the amount of the compensation stipulated for that agreement (excluding sales tax) for the activities of S-COPE. If the agreement is mainly a continuing performance agreement with a term of more than one year, then the maximum liability per year is the total of the fees (excluding sales tax) for the work to be performed by S-COPE stipulated for one year. Under no circumstances will the total compensation for direct damage exceed EUR 100.000,-.
13.2 S-COPE's total liability for damage due to death or physical injury is limited to EUR 250.000,- per event, whereby a series of related events is regarded as one event.
13.3 S-COPE is not liable for indirect damage, including consequential damage, loss of turnover and profit, reputational damage, lost savings and damage due to business interruption.
13.4 S-COPE is not liable for damage suffered by third parties, including as a result of (the result of) the activities or advice of S-COPE that the client has used, or as a result of infringement of patents, licenses or other rights of third parties by use of data provided by or on behalf of the client. The Client indemnifies S-COPE against such claims from third parties for compensation of damage.
13.5 A condition for the existence of any right to compensation is always that the client reports the damage to S-COPE in writing as soon as possible after it has arisen.
14. Force majeure
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14.1 S-COPE is not liable if a shortcoming is the result of force majeure. In addition to what is stated in the law and jurisprudence, force majeure here means the following: transport and/or communication failures and stagnation at third parties on which S-COPE depends, expressly including suppliers of cloud services, communication connections and other parts of the information technology infrastructure that S-COPE uses.
14.2 In the event of force majeure, the obligations of the party in force majeure will be suspended in whole or in part, without the parties being mutually obliged to pay any compensation in this regard.
14.3 If the force majeure situation lasts longer than ninety days or if it is established that further fulfillment is permanently impossible, each of the parties can terminate the agreement by registered letter, without the parties becoming liable for damages to each other. The performances that had already been performed at the time of the occurrence of the force majeure situation will be settled proportionally.
14.4 If S-COPE has already partially fulfilled its obligations when force majeure occurs or can only partially fulfill them, it is entitled to invoice the services already delivered or the part that can be delivered separately and the client is obliged to pay this invoice.
15. Disputes
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15.1 Dutch law applies to the agreement.