1. Inspayur’s Role:

1.1. The Services: Inspayur will provide the Services described in the Cost Estimate.  As an assignment develops, it may be that the scope of the required work changes. Where this is the case, Inspayur will seek to discuss it with you at the earliest opportunity to agree upon any variations to the scope of the Services and the Cost Estimate, which may be necessary.

No services will be provided or implied unless expressly set out in the Agreement. In case of ambiguity or discrepancy between the terms in the Agreement and the terms set out in this document, the terms in the Agreement will prevail, except where expressly stated to the contrary within these Standard Terms and Conditions of Service.

Authors Corrections. Unless specified in the Proposal/Cost Estimate, we include two rounds of changes on all items following the presentation of an initial concept. Revisions briefed after that will be charged according to Inspayur’s standard hourly rate card.

1.2. Performance: Inspayur shall perform the Service(s) with reasonable care and skill, in accordance with generally recognized commercial practices and standards in the industry; and all laws and regulations applicable to the Service(s).

1.3. Information: To maximize Inspayur’s effectiveness, we must work with you as a team. Inspayur’s work will often depend on you (or your other advisers) providing information promptly. Inspayur will assume all information you provide is complete and accurate unless you tell us otherwise to avoid unnecessary verification.

1.4. Termination: Should you wish to terminate the Agreement after the commencement of work, you will be invoiced for work already completed.

1.5. Force Majeure: Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond that party’s reasonable control. Such causes include, but are not limited to power failure, internet service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question. If the delay continues for 14 days, either party may terminate or cancel the Service(s) to be carried out under the Agreement.

 

2.Payment Terms:

2.1. Payment Terms: Upon agreement on a fixed quote regarding the agreed services, the Client is liable to pay 50% of the billable amount before the commencement of the work, 25% halfway the work, and 25% after delivery of the services as described in the Agreement.

Invoices shall be settled by bank transfer into Inspayur’s nominated bank account within 14 days of the date on the invoice unless agreed otherwise.

If a payment is overdue for more than 30 days, Inspayur reserves the right to suspend all Service(s) until payment has been made entirely. Inspayur retains ownership of all work until full payment has been made.

2.2. Other Specialist Services: Inspayur’s Cost Estimate is exclusive of third-party costs such as photography, illustration, video production, sound recording, social media ads,  etc., unless otherwise included in the Cost Estimate. Inspayur may, unless you instruct us otherwise, seek such specialist services on areas beyond our core expertise. The costs of such services will be passed on to and will be quoted accordingly.

 

3.Scoping:

3.1. Scoping: In most cases, Inspayur will provide a Proposal and Cost Estimate that specifies the scope of work we do for our clients. This includes but is not limited to marketing strategy development, marketing redesign, marketing performance, lead marketing, and advocacy marketing. Where the client signs and approves the Cost Estimate, any changes beyond the scope will be handled as a new update and priced accordingly.

 

4.Content:

4.1. Content: It is the Client’s responsibility to provide us with the required information about business and marketing objectives. Inspayur takes no responsibility for errors in information supplied by the Client. Any changes thus incurred may be chargeable at standard rates. Unless specified otherwise, it is your responsibility to provide all necessary deliverables that make up the content of the work.

 

5.Confidentiality:

5.1. Confidentiality: Inspayur will keep your documents and affairs confidential unless you permit disclosure or the relevant circumstances are already in the public domain. Inspayur may, however, disclose your documents and affairs to:

(i)  such of your other service providers as you inform Inspayur are involved in any assignment on which Inspayur is instructed;

(ii) Inspayur’s affiliates or related parties; and

(iii)  any other service provider to whom Inspayur may properly delegate aspects of any assignment to provide you with a full range of services.

 

6. Data Processing and Protection:

6.1. Data Processing and Protection: The Service(s) may include the processing or protection of data under the European Union General Data Protection Regulation (GDPR) and/or national and/or state law. Inspayur shall not breach its obligations under the Agreement where it is acting in accordance with any data related law or co-operating with a data-related investigation by a competent authority.

7.Intellectual Property:

7.1. Freedom to use Ideas and IP: Inspayur may develop or use any ideas, concepts, source code, information or know-how for other clients that are reflected in any of the materials provided to you (in whatever form) or otherwise developed during the course of providing services to you.

7.2. Marketing Use: Inspayur may describe its role in projects in promotional and marketing materials, showcase your project on our website and take credit for deliverables to promote our work.

 

8.0. Indemnity:

8.1. Indemnity: All services may be used for lawful purposes only. You agree to indemnify and hold Inspayur harmless from any claims resulting from your use of our Services that damages or could damage you or any other party.

 

9.0. Liability:

9.1. Liability: Our total liability to you as described in the Agreement or in tort arising in connection with this Agreement shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, opportunity, goodwill, anticipated savings, data, or any other indirect or consequential loss.

 

10. Disputes and Arbitration:

10.1. Disputes and Arbitration: If the Client believes that the Service(s) provided by Inspayur are deficient, the Client shall formally notify Inspayur in writing, inviting discussion at the earliest possible opportunity and giving clear indications as to how the Service(s) have not been satisfactory.

Subsequently, Inspayur shall remedy any agreed faults within an agreed, reasonable timescale, not generally to exceed a period greater than the original Agreement. If the Client has formally notified Inspayur of any such deficiencies, this will not justify withholding payment of any invoices that Inspayur has already submitted for the Service(s) provided. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other to justify withholding payment of any amount due, in whole or in part.

If Inspayur is unable or unwilling to remedy the above faults, the Client may terminate the Agreement immediately. In case Inspayur feels that provided Service(s) are not at fault or that the Client is unfair in its judgment of the quality of his Service(s), and the parties cannot agree the matter amicably between them, an independent mediator may resolve the issue. This mediator should be acceptable to both parties, and whose decision both parties agree shall be final.

 

11. Applicable law:

10.1. Applicable law: Dutch law alone will apply to all legal relationships to which Inspayur is a party, even if all or part of an Agreement is performed abroad. If the party involved in the legal relationship has his/her place of residence in the country in question, dutch law will apply.

The parties will only appeal to the courts if they have done their utmost to settle a dispute in joint consultation.

All disputes ensuing from offers and agreements, by whatever name, will be subject to the court’s discretion in the district in which Inspayur has its registered office, except where jurisdiction is imperatively conferred on another court by law.

 

12.Variation:

12.1. Variation: Inspayur may choose to update these Terms and Conditions in the future. By using Inspayur’s Services, the Client agrees to comply with the latest Terms and Conditions. When we change or update these Terms and Conditions, we will provide 30 days prior notice before those changes or updates commence. Inspayur may choose not to exercise or enforce any right or provision of the Terms and Conditions; in doing so, we are not waiving that right or provision.

Amersfoort, December 2021