Our terms & conditions
General Terms and Conditions of Bynd B.V.
Article 1. Objective; definitions
1.1 These general terms and conditions aim to clarify what the Client and Bynd B.V. (also referred as "bynd.ai") can expect from each other in relation to the services provided by Bynd B.V. to the Client, whether or not in combination with its partners. Bynd B.V. strives to build a long-term partnership in a constructive collaboration with the Client.
1.2 In these general terms and conditions, the following terms have the following meaning:
Service or Services: the service or services that Bynd B.V. provides, the activities that Bynd B.V. performs and the products and related services that Bynd B.V. develops and delivers to its Clients, in the broadest sense of the word.
Bynd B.V.: the private company Bynd B.V. Intellectual Property Rights: all copyrights, database rights, trade and company names, trade and service marks; the rights to questionnaires, algorithms, validation (s), websites; registered and unregistered designs, patents, know-how, rights to confidential information as well as all other intellectual property rights applicable anywhere in the world, in the broadest sense
Quotation: a quotation, offer, data delivery and / or research proposal from Bynd B.V.
Research data: the data, results, outcomes, reports, analyzes, summaries, comments, explanations and other particulars that are derived or can be derived from the Services provided by Bynd B.V.
Client: the party to which Bynd B.V. issues or has issued a Quotation or with which Bynd B.V. concludes or has concluded an Agreement or to which Bynd B.V. provides or has provided a Service.
Assignment: the assignment that the Client gives or has given to Bynd B.V.
Agreement: the agreement that is concluded between Bynd B.V. and the Client, following an Offer and in combination with these Terms and Conditions
Conditions: the most recent version of these general conditions
Article 2. Applicability of these Conditions
2.1 The (most recent version of these) Terms and Conditions applies to all Services that Bynd B.V. provides as well as to all Quotations, Orders and Agreements to which Bynd B.V. is a party.
2.2 Agreements and / or own terms and conditions of a counterparty deviating from these Terms and Conditions only apply if this has been explicitly agreed in advance in Version 17 December 2019 Bynd B.V. has been accepted. Such deviations only relate to and only apply to that particular Assignment, Service or product.
2.3 If and insofar as any provision of these Terms and Conditions is not valid or binding, that provision will be replaced by a provision whose content and scope correspond as much as possible with the content and scope of the original provision. The foregoing does not affect the validity and enforceability of the other provisions of these Terms.
2.4 Bynd BV is authorized to change these Conditions in whole or in part. Changes take effect on the date of entry into force announced by Bynd BV, except with regard to Assignments and Agreements already agreed before that date. The Conditions applicable at the time of the conclusion of the Assignment or Agreement respectively remain applicable. However, the amended Terms and Conditions apply to any follow-up assignments.
2.5 The provisions of these Terms and Conditions as well as the obligations under the Agreement between the Client and Bynd BV that by their nature are intended to continue to apply even after termination or expiry of the Agreement, will accordingly remain applicable (subsequent effect).
Article 3. Information Client
3.1 Quotations from Bynd BV are based on the information that the Client has made available to Bynd BV.
3.2 The Client guarantees to Bynd BV that to the best of its knowledge it has provided and will provide all information that is important for the Quotation as well as for the design, execution and completion of the Assignment, that this information is correct, that it is entitled to that information, that the information is free from the rights of third parties, that it does not therefore infringe the rights of third parties and that the information may be used by Bynd BV for the purposes described in the Offer and subsequently in the Assignment and / or Agreement target.
3.3 Bynd BV is not liable for damage or delay resulting from or related to incorrect and / or incomplete information provided by the Client.
3.4 If the Quotation from Bynd BV is based on information provided by the Client and which subsequently turns out to be incorrect or incomplete, Bynd BV has the right to charge the extra time spent and extra costs incurred by it to the Client in connection therewith.
3.5 It is permitted to use the Client's logo in Bynd's communications unless a non-disclosure agreement (NDA) or other nondisclosure agreement has been agreed. If desired and upon written request, Bynd will remove the logo from the relevant communication.
Article 4. Offers
4.1 Quotations from Bynd BV are valid for 30 days, unless expressly otherwise indicated. If a Quotation is not accepted in full and unconditionally within 30 days, the Quotation will automatically expire on the due date, unless a different period of validity is stated on the Quotation.
4.2 An agreement is concluded between the client and Bynd BV, and Bynd BV is therefore only bound by its Quotation if the Client has accepted the Quotation unconditionally and in writing within the aforementioned period of 30 days.
4.3 If the acceptance deviates from the offer included in the Quotation, Bynd BV is no longer bound by it. In that case, no agreement has been concluded between the parties, unless Bynd BV expressly agrees in writing with the amended acceptance.
4.4 Offers do not apply, in whole or in part, automatically to future Assignments.
4.5 All prices stated in a Quotation are exclusive:
- Sales tax (BTW/VAT)
- Government levies
- All costs not expressly mentioned in the Offer. 4.6 A composite quotation does not oblige Bynd BV to perform part of the Assignment against a corresponding part of the stated price.
4.7 Upon acceptance of the Quotation, the Client will make all data available to Bynd upon first request that are required upon delivery to be able to send an invoice (name, department, address, PO number, etc.).
Article 5. Changes; more and less work
5.1 If the Client changes the structure and / or the content of the Services and / or the Wishes to make an agreement, the Client will enter into consultation with Bynd BV in a timely manner. the fee and costs that can reasonably be charged extra or can reasonably be deducted.
5.2 Bynd BV reserves the right to make changes to the Agreement and / or the Services if, in the view of Bynd BV, this leads to improvement of the research. If Bynd BV will perform more or less work in this way than is provided for in the Agreement, Bynd BV will consult with the Client about this and the parties will reasonably make additional agreements about the consequences of such additional or less work on the agreed fee and agreed cost.
5.3 Additional activities to be performed by Bynd BV are at the expense of the Client, unless the necessity of performing these additional activities can be attributed to Bynd BV. The parties will make reasonable agreements about the amount of the fee involved in the additional work, the associated costs and the consequences thereof for the delivery time.
Article 6. Auxiliary persons
6.1 Bynd BV has the right to engage auxiliary persons for the execution of the Assignment or Agreement respectively.
6.2 Bynd BV is solely responsible for the correctness, completeness and quality of the services provided by an auxiliary person if the auxiliary person is engaged and paid for directly by Bynd BV. If the auxiliary person is designated by the Client, Bynd BV is not responsible for the correctness, completeness and quality of the auxiliary person's services.
Article 7. Due care and fair use policy Bynd B.V.
7.1 Bynd BV will exercise the professionalism and care that can reasonably be expected of it in the performance of the Assignment. This does not alter the fact that due to the specific nature of the Services, the Research Data may deviate from the estimates made in advance or expected by the Client.
7.2 Bynd BV annually calculates the average data usage and number of downloads per type of customer. Based on the calculated average consumption per type of customer (such as starter, medium-sized intermediary or large company), Bynd BV annually sets the limit for data consumption and downloads that a type of customer may use. The Client may therefore not use more than the limit set for the average user in the category in which he is classified. If it is determined by Bynd BV that the Client does permit a (structurally) higher use than the FUP, Bynd B.V. reserves the right to close the relevant account of the Client or to charge additional costs.
Article 8. Delivery time; unforeseen circumstances; force of the majority
8.1 Bynd BV will make every effort to execute the Assignment within the agreed delivery time. If Bynd BV foresees a delay, it will notify the Client as soon as possible.
8.2 In the event of unforeseen circumstances of such a nature that unaltered maintenance of the Agreement cannot be expected from Bynd BV in all reasonableness and fairness, Bynd BV has the right to amend or dissolve the Agreement in whole or in part, without leading to compensation. .
8.3 If Bynd BV is prevented from performing the Agreement in whole or in part due to force majeure of a temporary or permanent nature, it has the right to dissolve the Agreement without judicial intervention and without any obligation to pay compensation.
8.4 Force majeure includes fire, flood, epidemics, strike, riots, riots, terrorism, terrorism threat, war, threat of war, transport problems, extreme weather conditions, natural disasters, nuclear disasters, government measures, import, export and transit bans, not to Bynd BV attributable shortcomings of its suppliers, computer and software failures, failures in electricity, telephony, network traffic and internet connections, hacking, virus attacks and furthermore all circumstances under which Bynd BV cannot reasonably be expected to continue to fulfill its obligations under the Agreement.
Article 9. Premature termination; suspension
9.1 If, as a result of a cause that can be attributed to Bynd BV or the Client respectively, the Assignment is not carried out in accordance with what has been agreed in the Agreement, the Client will give Bynd BV respectively Bynd BV notice of default by registered letter and the Client will be in default. Four weeks from the date of delivery of the notice of default, the party will be given the opportunity to properly execute the Assignment in accordance with the Agreement.
9.2 If one party files for its own bankruptcy, becomes bankrupt, applies for a moratorium on payments or ceases operations, the other party has the right to terminate the Agreement with immediate effect, without prejudice to the other rights accruing to the terminating party.
9.3 If the Client does not, not properly or not timely fulfill its obligations under the Agreement, despite notice of default with due observance of a period of eight days, Bynd BV is entitled to suspend its obligations under the Agreement or, at the option of Bynd BV, the To dissolve the agreement in whole or in part without judicial intervention, without the Client having any right to compensation or guarantee and without prejudice to the other rights accruing to Bynd BV.
9.4 In the event of dissolution as referred to in the previous paragraph of this article, Bynd BV has the right to demand immediate payment of all that is still due to it under the Agreement as well as to claim compensation.
9.5 Unless there are circumstances as referred to in the previous paragraphs of this article, the Agreement cannot be terminated prematurely by either party or otherwise terminated prematurely.
Article 10. Payment conditions
10.1 All amounts in Quotations and in the Agreement are exclusive of turnover tax.
10.2 Unless explicitly agreed otherwise in writing, Bynd B.V. has the right to pass on costs incurred by it in the context of an Assignment or Agreement to the Client.
10.3 All invoices from Bynd B.V. are due and payable on the date of the invoice and must be paid within 21 days after the invoice date.
10.4 If an invoice is not paid in full on time, the Client is automatically in default without any notice of default being required. In that case, the Client automatically owes the statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code on the outstanding amount and Bynd B.V. has the right to demand compensation for extrajudicial costs amounting to 15% of the outstanding amount, with a minimum of EUR. 250 per invoice.
10.5 The Client must make any complaints about Bynd B.V.'s invoices known to Bynd B.V. in writing and with reasons within 14 days after the invoice date, failing which the Client is deemed to have fully accepted the (correctness and indebtedness of the) invoice. If the Client complains about an invoice, this has no consequences for the claimability of the invoice or for its payment term.
10.6 The Client waives the right to set-off or discount.
10.7 Unless explicitly agreed otherwise in writing, Bynd B.V. has the right to adjust the prices it uses periodically in an Offer or Agreement.
Article 11. Liability; complaints
11.1 Bynd BV will make every effort to execute the Assignment given to it to the best of its knowledge and ability.
11.2 Bynd BV is not liable for any shortcomings in the execution of the Assignment, unless these are the result of negligence attributable to Bynd BV regarding the care with which the Assignment was carried out.
11.3 The Client must submit any claims against Bynd BV as soon as possible, but in any case within one year after the discovery of the shortcoming or, if earlier, within one year after the Service has been provided in writing and with reasons, submitting supporting documents and with specification of the amount claimed, to be reported to Bynd BV, under penalty of forfeiture of the right of the Client to institute a claim against Bynd BV.
11.4 The liability of Bynd BV is limited to the fee that Bynd BV has received for its Services under the Assignment or Agreement respectively in the twelve months prior to the shortcoming. In the event of a partial Assignment within the framework of a framework agreement concluded by Bynd BV with the Client, the liability of Bynd BV is limited to the fee that Bynd BV has received for its services in the context of the relevant partial Assignment in the twelve months prior to the failure,
11.5 Any liability of Bynd BV for consequential damage and immaterial damage is excluded. Consequential damage includes, among other things, damage resulting from any form of use of the Research Data by the Client or third parties, loss of profit, loss suffered, loss of data and loss of business opportunities.
11.6 The Client indemnifies Bynd BV against claims from third parties arising from or related to the Assignment, the Agreement and / or the Services provided by Bynd BV.
Article 12. Intellectual property rights; use by the Client
12.1 Unless explicitly agreed otherwise in writing in advance, all Intellectual Property Rights to a Quotation made by Bynd BV Intellectual property rights to the Research Data and to research methods, models and products developed by Bynd BV and to questionnaires (completed or not), audio and video files and computer files, all in the broadest sense, the exclusive property of Bynd BV.
12.2 The Research Data are exclusively intended for personal use by Client. Without the prior express written permission of Bynd BV, the Client may not, in whole or in part, in original or as an adaptation, make them available to third parties or have them used by a third party free of charge or for a fee, nor in any way disclose.
12.3 The Client will not improperly use the Research Data, nor modify, distort, mutilate or exaggerate it, nor display it incorrectly or incompletely.
12.4 In the context of acknowledgment of the source, each of the parties has the right to name the other party in a subordinate manner as a service provider or Client in marketing / advertising material (including but not limited to the website). For the rest, the parties are not entitled to use each other's name, trademark, logo or slogan without the prior express written consent of the other party.
Article 13. Privacy of respondents; protection of personal data
13.1 Unless otherwise agreed, Bynd BV will only receive data about persons from the Client if they have been stripped of characteristics that can be traced back to those persons, such as name, address, place of residence, date of birth, etc. Data about persons will only be accepted by Bynd as the identity of those persons is hidden behind a personnel number, file number or other code, which can only be traced back to a natural person by the Client.
13.2 If agreed otherwise than what is stated in 14.1, Bynd B.V. and the Client shall at all times observe the regulations applicable by or pursuant to legislation and regulations (including the General Data Protection Regulation) and the regulations applicable by or pursuant to self-regulation for research and statistics with regard to the protection of personal data. Furthermore, Bynd B.V. and the Client will at all times observe the privacy statement of Bynd B.V. (at https://early.bynd.ai/terms). A Data Protection Officer has been appointed, namely: Nick Khrushchev. He can be reached via firstname.lastname@example.org
13.3 Bynd B.V. and the Client will at all times respect the privacy of the respondents and panel members to be involved in the survey. Client will not attempt to identify respondents and / or the panel members of Bynd B.V. nor will the Client attempt to influence the respondents and / or panel members of Bynd B.V. in any way.
13.4 If the Service (also) means that names of persons and / or others personal data are provided to Bynd BV for the purpose of managing and / or processing that data, the Client guarantees to Bynd BV that the persons concerned have given permission to the provision of their data to Bynd BV as far as necessary and that he / she under the laws and regulations (including the General Data Protection Regulation) are entitled to version 17 December 2019 and has complied and will comply with all regulations. In so far as necessary under the laws and regulations, the parties will conclude a processing agreement in that case.
Article 14. Confidentiality
14.1 Bynd B.V. and the Client will observe mutual confidentiality with regard to everything they learn about each other's business operations, in the broadest sense, in the context of their cooperation. This does not apply to information and data that a party has obtained in a manner other than the other party, nor to information that is publicly accessible.
14.2 The parties will also impose the obligation of confidentiality in paragraph 1 of this article on their subordinates and on third parties who gain access to the information and data referred to in paragraph 1.
Article 15. Transfer of rights and obligations
15.1 Without the prior written consent of bynd BV it is stated Client is not free to transfer its rights and / or obligations under the Agreement with bynd BV to a third party. If the Client nevertheless wishes, Bynd B.V. can attach conditions to its permission.
15.2 Bynd B.V. is entitled to its rights and / or obligations under the Transfer the agreement with the Client to third parties. Bynd B.V. will notify the Client of such a transfer within a reasonable period of time.
Article 16. Dispute settlement
16.1 These Terms and Conditions, all Quotations, the Services as well as all Agreements entered into by the Client and Bynd B.V. and any further agreements resulting therefrom, and all that is directly or indirectly related to or ensues therefrom, are subject to Dutch law.
16.2 All disputes between the Client and Bynd B.V. as a result of these Terms and Conditions, Quotations, Services, the Agreement between the Client and Bynd B.V., further agreements arising therefrom and everything that is directly or indirectly related or ensuing therefrom, will be submitted to the Court in Arnhem.