cy-survey is a trading name of It figures. It figures is specialised in questionnaires for use online and in email.
General conditions cy-survey
Article 1 General
In the general conditions the following terms shall have the meanings given below:
|Client:||the party that gives the assignment.|
|Participant:||the party that delivers data to It Figures.|
|Offer:||a description of deliverables, the data to be provided by client and/or participants and the costs for the client.|
Article 2 Application
- These general conditions are applicable to all relations between It figures and client and between It figures and participant(s).
- Changes in these conditions have to be confirmed in writing by It figures and client.
- If It figures does not demand strict execution of these conditions, the conditions still apply and It figures does not lose the right to demand strict execution of the conditions in similar cases.
- In the event that individual provisions of these general conditions are or become invalid, this shall not affect the validity of the other provisions.
Article 3 Assignment
- An offer is without obligation for client and is to be considered indivisible.
- The offer is valid for 30 days, unless stated otherwise.
- Prices are in euro's and VAT included, unless stated otherwise.
- By using the online service the client agrees with the commencing of services as described in NL-BW7:46i-5a. This agreement does not obligate the client to an assignment.
- The assignment comes into being when the client has payed the price mentioned on the website or in the offer and the amount payed is transferred definitely to It Figures.
Article 4 Execution of the assignment
- Client ensures timely delivery of the data necessary for the assignment.
- It figures shall be entitled to engage third parties.
- Dates in the assignment by which the work must be completed shall be regarded unless expressly accepted in written otherwise as approximate dates and are no firm dates
- If client has to provide data to It figures or has to make a payment in advance, the assignment is suspended until the mentioned data and/or payment are received by It figures.
- Exceeding of a date cannot be mentioned as not fulfilling of obligations of It figures and may not be dissolved by the client on account of the exceeding of a deadline. Dissolution is only permitted to the client after a notified reasonable period in which the assignment has to be executed. Exceeding of this new reasonable period is a base for dissolution of the aassignment by the client.
- It figures will be deemed to be in a state of force majeure, if It figures is prevented from fulfilling its obligations arising from the assignment as a consequence of (civil)war, danger of war, riots, terror, civil commotion, sit-down strike, lock-out, fire, environmental and water damage, flood, government measures, extreme weather conditions, failure in the supply or provision of energy and business necessities, non-performance by third parties for who It figures is not responsible, breakdown of means of transport, telecom, internet equipment and installations, breakdown of soft and hardware, transport hindrances, and furthermore as a consequence of all other circumstances beyond It figures control or risk. If the fulfilling of the obligations from It figures as a consequence of the mentioned reasons not, not in good time or not correctly can be disposed, the obligations will be suspended till the moment that It figures is able to fulfill the obligations, without being in default for fulfilling his obligations and without being liable for claims. The client is entitled to cancel the agreement immediately in whole or partially by means of a written statement to It figures, in case the situation has been lasting more than 3 months.
Article 5 Secrecy
- The data provided by participants will only be used for the assignment of the client or given to the client.
- It figures shall not be entitled to use the information made available by the client or participants for a purpose other than that for which it was obtained.
- It figures is, unless there is a legal obligation, obliged to observe secrecy vis-à-vis third parties.
- It figures shall be entitled to engage third parties and shall ensure secrecy with regard to these third parties pursuant to this Article.
Article 6 Intellectual property
- It Figures reserves all rights relating to intellectual property which it uses or has used within the scope of the execution of the assignment of the client.
- The client shall be expressly prohibited from reproducing, publishing or exploiting this intellectual property, including computer programmes, system designs, working methods, advice, (model) contracts and other intellectual property of the contractor, all this in the broadest sense of the word and irrespective of whether third parties are involved or not.
- The client shall be expressly prohibited from opening questionnaires automatically as part of a website. Online questionnaires may only be started after a positive action from the participant, such as clicking a link, button or image which clearly indicates that a questionnaire will be started.
Article 7 Payment
- The client must make payment, without deduction, discount or setoff, within the agreed periods, however in any event within thirty days of the date of invoice.
- Should the client not have paid within the period referred to under 7.1, It figures shall be entitled, after having demanded payment from the client at least once, to charge the statutory interest pursuant to article 119a Book 6 of the Dutch Civil Code as from the due date until the date on which payment is made in full, without any further notice of default being required and without prejudice to the other rights of It Figures.
- All reasonable judicial and extrajudicial (collection) costs incurred by It figures as a result of the client’s failure to fulfil his payment obligations, shall be for the account of the client.
- The contractor shall at all times be entitled to require the client to immediately provide (additional) security in a form to be stipulated by the contractor. Should the client fail to provide the required security, the contractor shall be entitled, without prejudice to its other rights, to suspend the further execution of the agreement with immediate effect and all that which the client owes the contractor for whatever reason shall become immediately due and payable.
- In the event of an assignment given jointly, the clients shall, insofar as the work has been carried out for the benefit of the joint clients, be jointly and severally liable for the payment of the invoice amount.
Article 8 Complaints
- It figures must be notified in writing of any complaints relating to the work carried out and/or the invoice amount within 60 days of the date on which the documents or information to which the complaint relates were sent, or within 60 days of the discovery of the deficiency if the client demonstrates that he could not reasonably have discovered this earlier.
- The client shall not be entitled to suspend his payment obligations on the basis of complaints as referred to in clause 8.1.
- Where a complaint is justified, It figures shall have the choice of adjusting the fee charged, improving or carrying out the rejected work again, free of charge, or ceasing to carry out the (rest of the) assignment in whole or in part against the pro rata reimbursement of the fee already paid by the client.
Article 9 Termination of the assignment
- The client and It figures may terminate the assignment subject to three months’ notice.
- The other party must be notified of the termination in writing.
- It figures is entitled to terminate the agreement for the future with immediate effect by way of a written notification without further prior notice of default, if:
- the client is declared bankrupt;
- the client is granted a suspension of payments (be it provisional or otherwise);
- the client discontinues his business either partially or wholly or in any other way winds up and/or drastically changes or passes on to third parties his business activities;
- the client submits a request for a debt rescheduling arrangement, property of the client is subject to an attachment order or the client is placed under tutelage or administration;
- the client, despite proper notice of default fails imputably in the fulfilment of his obligations;
- circumstances occur which may harm the reputation of It figures or may otherwise cause tangible or intangible damage;
Article 10 Liability
- It figures will execute the assignment to the best of its knowledge and belief, using professional diligence. If errors are made because client and/or participant(s) have provided incorrect data, It figures will not be liable for any damages caused. If It figures is liable for damages, this liability is limited to the total yearly amount received by It figures for the assignment in question.
- The client shall indemnify It figures against all claims of third parties which are directly or indirectly connected to the execution of the assignment.
Article 11 Lapsing of rights
Insofar as these general conditions do not provide otherwise, rights of action and other powers of the client on whatever grounds vis-à-vis It figures in connection with the execution of work by It figures shall in any event lapse one year after the time at which the client became aware or could reasonably have become aware of the existence of these rights and powers.
Article 12 Applicable law and jurisdiction
- Alterations and additions to the assignment are only binding after confirmation by client and by It figures in writing.
- Dutch law shall apply to all agreements between the client and It figures to which these general conditions apply.
- All disputes relating to agreements between the client and It figures, to which these conditions apply, shall be settled by the competent court in Zutphen, Netherlands