Terms and conditions

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GENERAL TERMS AND CONDITIONS for research and consultancy assignments to DIALOGIC Innovation & Interaction

In these general terms and conditions for research and consultancy assignments to Dialogic, Dialogic is understood to mean Dialogic Innovation & Interaction VOF, located at Hooghiemstraplein 33-36 in Utrecht (3514 AX).

These general terms and conditions have been established by the partners of Dialogic and have been registered with the Chamber of Commerce Utrecht.

1. Definitions

  1. Client refers to the one who has awarded the assignment for the work to be carried out.
  2. Contractor refers to the one who has accepted the assignment, i.e. Dialogic.
  3. Assignment refers to the request from the client to Dialogic to perform work for payment.
  4. Work refers to everything that Dialogic carries out or has carried out on behalf of the client within the framework of the assignment provided.
  5. Quote refers to the more or less specified statement of work and the budget of the costs associated with those activities, the fee, and the costs of work by third parties, among others.

2. Applicability

  1. These general terms and conditions apply to all offers and agreements, resulting deliveries and services of any kind, between the client and Dialogic.
  2. The client's general terms and conditions are expressly rejected by Dialogic and do not apply, unless explicitly accepted in writing by Dialogic.

3. Offer and Acceptance

  1. All offers by Dialogic are non-binding. Dialogic has the right, if the assignment is not awarded to them, to charge the client all costs incurred to provide the quote. An agreement between the client and Dialogic is only concluded when the client confirms Dialogic's quote in writing, or Dialogic has started its execution.
  2. The scope of the assignment is determined by the description of the work included in the quote, including any changes subsequently agreed upon between the client and Dialogic. The quote specifies the expected outcome of the assigned work: written advice, report, model, etc.
  3. Unless stated otherwise in the quote, Dialogic will honour the quote for one month after the quote date.
  4. Changes, additions, and/or extensions of the assignment, as well as deviations from these general terms and conditions, are only binding after being agreed upon in writing by both parties.
  5. The client shall use the quote issued by Dialogic and the knowledge and ideas contained therein solely for the evaluation of their interest in awarding the contract. This also applies to proposals for amending, supplementing, and/or expanding the assignment.

4. Execution

  1. The assignment will be carried out within the (estimated) period mentioned in the quote, after consultation with the client. However, the period stated is indicative and not considered an absolute deadline. Dialogic is only in default after the client has formally issued a written notice of default. In case of potential delay in the estimated period, Dialogic has the obligation to consult with the client as soon as possible.
  2. Dialogic commits to strive for a usable result for the client when performing the assigned tasks.
  3. The client is required to provide Dialogic with all necessary items and/or information in a timely, proper, and complete manner, in the agreed form and quantity, for the execution of the assignment. Dialogic may provide instructions to the client in this regard. Dialogic is not obliged to commence the assignment until the aforementioned items or information have been provided. Any resulting delay automatically extends the term mentioned in article 4.1.
  4. Dialogic will inform the client of any apparent shortcomings in the agreed research methods and other notable aspects of the investigation which are deemed important for the client. Dialogic and the client will consult with each other if a modified execution of the assignment is needed.

5. Confidentiality

  1. If expressly agreed in writing when awarding the assignment, Dialogic undertakes to confidentiality regarding:
    1. the client's name and the fact that the research or consultancy assignment has been carried out;
    2. the results of the assignment, as provided by Dialogic to the client, unless this concerns calculation methods and experimental methods not directly related to carrying out the assignment. The confidentiality obligation regarding analyses, measurements, or (literature) research does not extend beyond the outcome of the conducted analysis, measurement, or research;
    3. client data that Dialogic becomes aware of during the assignment and which the client explicitly marks as confidential, unless:
      1. these data were already in Dialogic's possession at the time they were disclosed;
      2. these data are or become public knowledge without any fault attributable to Dialogic;
      3. these data are lawfully obtained by Dialogic from a third party, or from Dialogic's own research or consultancy work, without using the confidential data.
  2. Unless otherwise agreed when awarding the assignment, Dialogic's confidentiality obligation as referred to in article 5.1 sub a) and b) lasts for a period ending two years from the date of the final invoice of the assignment or two years from the date of the final report if delivered earlier.
  3. If misunderstandings arise due to the client's disclosure of research results or consultancy assignment results, Dialogic is exempted from the confidentiality obligation to the extent necessary to provide explanations to third parties.
  4. Dialogic’s confidentiality obligation does not apply when Dialogic identifies a serious threat to persons or property. In this case, Dialogic will, if possible, consult with the client before disclosing the dangerous situation to the individuals or authorities concerned.
  5. Permission from the client is required for involving third parties in the execution of the assignment, if and to the extent that foreseeable risks related to confidentiality arise.
  6. Only if agreed upon in writing at the outset of the assignment, Dialogic is obligated to refrain from accepting assignments from third parties with substantial content overlap with the initial assignment.

6. User Rights

  1. Unless otherwise agreed and subject to articles 6.2 and 6.4, the client has the full and unrestricted right to use the results of the assignment provided by Dialogic, for a period of two years from the date of the final invoice, or earlier if delivered earlier.
  2. During the period mentioned in article 6.1, Dialogic has the right to use the results of the assignment for itself.
  3. After the period mentioned in article 6.1, Dialogic has the right to use the results of the assignment for the benefit of third parties and allow third parties to use them.
  4. The provisions in article 6.1 do not diminish Dialogic's right to use:
    1. the knowledge and experience available at Dialogic at the acceptance of the assignment;
    2. the knowledge and experience beyond the scope of the assignment but acquired from the execution of the assignment;
    3. calculation methods and experimental methods resulting from the execution of the assignment, as long as their development was not directly intended by awarding the assignment.
  5. Reports, drawings, and other physical items resulting from the assigned tasks as per article 3.2 belong to or are the property of the client, notwithstanding Dialogic's copyright, as per article 13.1.

7. Publication

Without prior written permission from Dialogic, it is not allowed for the client to:

  1. publish entirely or partially a report issued by Dialogic or make it publicly available in any way. Publicly making it available includes showing it to individuals other than directly involved parties;
  2. use entirely or partially a report issued by Dialogic for initiating claims, for conducting legal proceedings, for advertising or anti-advertising purposes, or for general promotion;
  3. use the name of Dialogic in any form when making public any part or parts of a report issued by Dialogic and/or for any of the purposes mentioned in sub b).

8. Price

  1. If a "fixed price" is stated in the quote, that price is considered the agreed price. If no "fixed price" is mentioned in the quote, it is understood between the client and Dialogic that the amount to be paid will be determined by post-calculation based on the agreed rates for the assignment. If no rates were predefined, the rates will be determined based on Dialogic's standard methods. If a "target price" is indicated in the quote, the stated amount only serves as a non-binding estimation of costs. In addition, if a period of one year or more elapses between the date of the quote and the end date of the work, Dialogic is entitled to index the uncharged portion of the assignment's price each January according to the annual adjustment of Dialogic's rates.
  2. For assignments of €15,000 or more with an expected duration of three months or longer, Dialogic can, upon the client's request, hold a limit amount. Dialogic is automatically released from the obligation to continue the work beyond what corresponds to this limit amount.
  3. If no "fixed price" is stated in the quote and the assignment involves an amount exceeding €25,000, Dialogic, if requested by the client when providing the assignment, will specify the bill in man-hours and man-hour rates, direct material costs, potential equipment usage, rates for utilizing pre-existing knowledge, if applicable.
  4. Unless otherwise specified, all amounts stated in the quote by Dialogic are exclusive of VAT.

9. Payment

  1. Unless agreed otherwise, all payments must be made in Dutch currency within 30 days of the invoice date. This payment term is considered a strict deadline.
  2. Payment shall be made without set-off or suspension for any reason. Payments made by the client will be applied to settle all due interests and costs, and then to the oldest outstanding invoices, even if the client indicates that the payment refers to a later invoice.
  3. If the client fails to fulfil one or more payment obligations, Dialogic is entitled to claim statutory interest from the due date, with each part of the month counted as a whole month. Dialogic also has the right to assign the collection of its claim(s) against the client, where the client would additionally need to cover the full costs of extrajudicial and judicial collection, including legal fees, which will be minimum based on the Dutch Bar Association's tariff. If Dialogic can demonstrate that its collection costs exceed the tariff, the client is liable to cover these additional costs.
  4. Dialogic reserves the right to send interim bills, subject to the provisions of the preceding article. Dialogic may request prepayment at any time.

10. Liability

  1. Dialogic explicitly disclaims any liability towards the client for any damage arising from any cause, including both direct and indirect damages incurred by the client, except for liability for damages caused by intention or gross negligence of Dialogic and/or persons used or engaged by Dialogic in performing the assignment.
  2. If and to the extent Dialogic is liable, Dialogic's liability is limited to direct damages suffered by the client, up to the amount of the price owed by the client in accordance with article 8.
  3. Dialogic is not liable for damages resulting from the results of the work not being eligible for patenting, or in cases where the application of the results infringes on third-party rights.
  4. Dialogic is not liable for damages resulting from defects of items provided to Dialogic for examination and subsequently delivered by Dialogic to the client, unless Dialogic can recover such damages from its supplier.
  5. Claims for damages by the client must be reported to Dialogic in writing within one year from the date of the final invoice or within such time the client could have identified the damage, failing which the right to claim compensation will be forfeited.
  6. The provisions stated above are applicable to damages suffered by the client in the application or use of the results of Dialogic's work and/or persons used or engaged by Dialogic in performing the assignment.

11. Indemnity

The client indemnifies Dialogic and persons used or engaged by Dialogic in performing the assignment, from all claims from third parties resulting from damage incurred by these third parties due to the application or use of the results of Dialogic's work by the client or by another party to whom the client has provided the results, unless there is intention or gross negligence on the part of Dialogic and/or the persons used or engaged by Dialogic in performing the assignment.

12. Termination

  1. Either party has the right to request full or partial termination of the agreement. Termination takes place through a written statement by the authorized party.
  2. The client must, before sending a written termination statement to Dialogic, formally notify Dialogic of the default in writing and allow Dialogic a reasonable period to fulfil its obligations.
  3. The client does not have the right to terminate the agreement in whole or in part, or to suspend obligations if they were already in default with the performance of their obligations.
  4. If Dialogic agrees to termination, without any attributable shortcoming on its part, Dialogic is entitled to claim compensation for all financial losses such as costs and lost profits. In case of partial termination, the client cannot demand the reversal of services already rendered by Dialogic and Dialogic is still entitled to payment for these services.

13. Miscellaneous

  1. Dialogic retains ownership of all items provided to the client in relation to the assignment until the full payment for such item(s) owed by the client to Dialogic is made.
  2. If Dialogic has any item of the client in its possession to perform examinations or offer advice based on it, Dialogic may retain such item until all due amounts by the client have been paid, unless the client provides sufficient security for those amounts.

14. Disputes

  1. Dutch law exclusively applies to all agreements with Dialogic.
  2. If a dispute falls under the jurisdiction of a District Court according to legal rules, only the District Court of Utrecht is competent.