Terms & Conditions General

Impact Institute – General terms and conditions

February 2024

Download our Terms and Conditions here or see below.

1. General
a. The definitions and terms used in the Schedule shall apply to the Terms.
b. The Terms apply to all Agreements and negotiations between parties.
c. Impact Institute has the right to amend these Terms at any time and at its own discretion. Amended
Terms shall only be applicable to any new Agreements.
d. If there is any conflict among any elements of the Agreement, the descending order of precedence will
be (unless expressly stated otherwise for any particular terms): Schedule, Proposal, Terms.
2. Service
a. By signing the Agreement (with confirmation of agreement per email by Client’s director(s) and/or
Client’s Project Manager is considered to be signature of the Agreement), Client assigns Impact Institute
to carry out the Services and to deliver the Deliverables as set out in the Schedule.
b. Services and deliverables not explicitly included in the Schedule shall not be carried out and shall not be
delivered. Additional Services, if any, shall be executed and delivered against the Additional Services
Fee, and if agreed in writing between the parties.
c. Impact Institute makes an effort to perform the Agreement to the best of its abilities and shall take the
care of a good and professional contractor into consideration.
d. Impact Institute may use third parties in the execution of the Agreement, without prejudice to its
liability against Client for proper performance of the Agreement. Unless otherwise agreed, the costs for
using third parties shall be included in the Consultancy Fee (and Additional Services Fee, if applicable).
e. The Project Managers appointed in the Schedule will remain in close contact on the Services and each
party warrants that its Project Manager is authorized to take legally binding decisions on its behalf.
f. Unless expressly agreed, the Service does not include applying for permits, registration for quality labels,
carrying out checks and tests, and evaluating whether Client’s instructions meet the quality norms, laws,
and regulations, are contrary to the rights of third parties, or are unlawful towards third parties.
g. Impact Institute shall notify Client (and/or its Project Manager) in writing when Services and
Deliverables are ready for completion and delivery. Client shall then have the opportunity to inspect the
Service and Deliverables. If Client does not raise any written and substantiated specific objections with
Impact Institute within two weeks after receiving the notification, the Service and Deliverables will be
considered as having been correctly executed and delivered.
3. Client Data
a. If Impact Institute is dependent on Client to provide certain data, documents, records, materials or any
other information (collectively “Client Data”), Client shall deliver such Client Data on request, free of
charge and by the latest on the agreed delivery date.
b. Client warrants that the Client Data provided to Impact Institute is accurate and complete and that it is
authorized to provide Impact Institute with the Client Data. Impact Institute is not under any obligation
to check the accuracy, completeness or suitability of the Client Data.
c. Impact Institute cannot be held responsible or liable for any errors or inaccuracies within the provided
Client Data and shall not be responsible or liable for any damages suffered by Client due to errors or
inaccuracies in the Services and/or the Deliverables caused by errors or inaccuracies within the provided
Client Data.
d. In addition, late delivery of the Client Data by Client may result in postponed execution of the Services
and/or in postponed delivery of the Deliverables by Impact Institute, and/or in damages suffered by
Impact Institute. These damages could arise from various factors, such as allocating resources,
scheduling personnel, and planning the execution of Services. In the event that late delivery of the Client
Data results in financial losses or increased operational costs for Impact Institute, Client agrees to
indemnify and reimburse Impact Institute for any incurred damages directly attributable to the delayed
submission of Client Data, to be calculated on Impact Institute’s then-current rates.
e. Client warrants that the Client Data does not infringe any rights, including but not limited to rights of
intellectual property and Client agrees to indemnify Impact Institute for all claims by third parties and
to reimburse Impact Institute for all damages suffered by it as a result of such third party claims.
4. Intellectual property and confidentiality
a. Unless explicitly otherwise agreed in the Schedule, any and all rights, including but not limited rights of
intellectual property (e.g. copyrights, database rights, trademarks, etc.) to the Deliverables (and
Services) remain the sole and exclusive property of Impact Institute and the Agreement does not
constitute any assignment or transfer of rights. And unless explicitly otherwise agreed in the Schedule,
the License is granted on a worldwide and perpetual basis and any and all rights not explicitly granted
to Client remain with Impact Institute (including, but without any limitation, the right to sublicense, sell,
resell, market, commercially exploit the Deliverables).
b. As to the exclusivity of the License, Impact Institute retains the right to use, publish, make available,
reproduce, edit, archive, etc. segments of the Deliverables, e.g. for its internal administration, archive,
compliance and assurance files, for use its portfolio, promotional use. Impact Institute shall always be
credited as “creator” of the Deliverables with each use of the Deliverables by Client.
c. Although Client has the right to create excerpts, Client shall not edit the Deliverables or remove any
element or segment thereof.
d. Any and all intellectual property rights to Impact Institutes methods, methodologies, formulas, knowhow, databases, materials or other information, or third party materials, information, databases, etc.
licensed or used by Impact Institutes (collectively “Background IP”), used to develop, create the
Deliverables and/or underlying the Deliverables and/or to provide the Service, remain the sole and
exclusive property of Impact Institute, with the exception of Client Data.
e. Parties will keep all Confidential Information (as defined below) strictly confidential and in a secure
place and will not disclose, copy, reproduce, exploit, make available or distribute any of it (other than
making copies for its internal working papers in connection with the Agreement) or otherwise make it
available to any person other than an its officers, employees, representatives and third party advisors,
or use the Confidential Information for any other purpose than the executing of the Agreement, or
otherwise without the specific prior written consent of the other party which may be withheld in that
party’s discretion. Parties will keep the Confidential Information properly protected against theft,
damage, loss and unauthorized access (including access by electronic means), with at least the same
degree of care that they apply to their own confidential information. Parties will notify each other
immediately upon becoming aware that any Confidential Information has been disclosed to, or obtained
by, a third party otherwise than as permitted.
f. Confidential Information means (i) the Agreement and the existence and contents of any discussions
relating to the Service; (ii) all other information of whatever nature relating wholly or partly to the
Service, supplied by either party to the other party, before or after the date of the Agreement in writing,
in electronic form, orally or otherwise; (iii) any information obtained by a party, in writing, in electronic
form, orally or otherwise through discussions with the management, employees and/or advisers of the
other party relating to the Service; (iv) any information acquired pursuant to any visits to the offices or
other premises of any party related to the Service; and (v) any reports, analyses, compilations, studies,
forecasts or other documents or data which contain, derive from or otherwise reflect the information
that a party supplies to the other party in relation to the Service.
g. The undertakings in paragraph e. will not apply to Confidential Information which (i) at the time of
supply is already in the public domain, (ii) subsequently comes into the public domain, except through
breach of any undertaking set out herein, or through breach by the receiving party of any other duty of
confidentiality relating to that Confidential Information, (iii) is already in the lawful possession of the
other party, both as evidenced by written records, prior to its supply and provided that the other party,
has informed the one party immediately and in writing from the moment of receipt of such Confidential
Information that the Confidential Information is already in its lawful possession, (iv) is required to be
disclosed by law, regulation or by any competent judicial, governmental, supervisory or regulatory
authority, provided that the other party, where this is reasonably possible and allowed by law and
regulation, (a) informs, as soon as possible the other party so that the other party may timely seek a
protective order or other appropriate remedy, (b) furnishes only that portion of the Confidential
Information that is legally required to be disclosed, (c) uses its best efforts to obtain reliable assurance
that confidential treatment will be accorded to the Confidential Information; and (d) uses its best efforts
to comply with the other party’s reasonable instructions as to the contents of the Confidential
Information to be disclosed and the manner of such disclosure.
h. After delivery of the Service and Deliverables the Confidential Information shall be destroyed or
returned to the other party without keeping any copies other than required information and documents
to create an internal assurance file.
5. Fees and payment
a. Client is under the obligation to pay the Consultancy Fee (and, if applicable, the Additional Services Fee)
and according to the invoice schedule set out in the Schedule.
b. All amounts and payments under the Agreement are in Euro’s. All amounts are exclusive of VAT and
other government levies (if applicable).
c. Client agrees to pay invoices within 15 days from date of invoice. Payments shall be made by bank
transfer only to the bank account to be named on the invoice and without any deduction or set off.
Suspension of payment is excluded.
d. Unless expressly agreed, the Consultancy Fee (and, if applicable, the Additional Services Fee) does not
include any out of pocket expenses (e.g. travel expenses and accommodation) which shall be charged
separately provided such costs have been discussed before being charged.
e. Impact Institute may adjust the Consultancy Fee (and, if applicable, the Additional Services Fee) for
inflation, annually per 1st of January and based on the Dutch consumer price index (2015=100) as
published by the Dutch “Centraal Bureau voor Statistiek” (“Statistics Netherlands”). The adjusted
Consultancy Fee (and, if applicable, the Additional Services Fee) shall apply to the current Agreement
and any extension of the current Agreement (if applicable).
f. In addition, Impact Institute may update its prices, rates and fees at any moment and as it deems fit,
however the agreed Consultancy Fee (and, if applicable, the Additional Services Fee) shall remain the
same. Updated prices, rates and fees (only) apply to future agreements or any extension of the current
Agreement (if applicable).
6. Duration, termination
a. The Agreement is entered into until delivery of the Service and Deliverables has been completed, it
being understood that the Agreement shall remain in force between the parties for any lasting rights
and obligations.
b. Interim termination without cause or for convenience is excluded.
c. Any agreed dates, period, timelines for executing of the Service and for delivery, etc. are estimates.
d. Without prejudice to any rights a party may have under applicable law, each party is entitled to
terminate the Agreement in writing with immediate effect, and without prejudice to the right to claim
damages, without judicial intervention if (i) the other party, even after notice of default (if required),
breaches the Agreement, (ii) assets of the other party are seized, the other party has been declared
insolvent or has filed for insolvency, has been granted, or has filed for, a temporary moratorium on
payment of its debts, or any similar situation under local or applicable law occurs, (iii) or if the other
party has initiated a procedure to wind up its company or cease its business.
7. Warranties and liability
a. The Service and Deliverables are based on and consist of information and data Impact Institute
considers to be reliable, however the Service and Deliverables are provided to Client on an as-is basis
and Impact Institute does not warrant the Service and Deliverables (including any information, details,
data, overview, files, software, etc. or any other contents) are correct, accurate, complete, free of errors
or suited for the intended use by Client and Impact Institute shall not be liable against Client or any third
party for any damages suffered as a result of Service and Deliverables being incorrect, inaccurate,
incomplete, not suited for the intended use or the Service and Deliverables containing any faults. Impact
Institute disclaims all warranties, including, but not limited to, the implied warranties of
merchantability, fitness for a particular purpose, and noninfringement on any third party rights,
including but not limited to rights of intellectual property and rights under any applicable privacy law.
b. Any investment(s), policies, strategies, made, or action(s) taken (or not taken) based upon the Service
and Deliverables are at Client’s sole risk and expense.
c. Impact Institute shall only be liable for direct damages. To the maximum extent permitted by applicable
law, in no event shall Impact Institute be liable for any other damages, such as but not limited to indirect,
incidental, consequential, special, or punitive damages, or any other damages whatsoever, arising out
of or in connection with the use or performance of the Service, whether based on contract, tort,
negligence, strict liability, or otherwise. “Direct damages” means the actual amount paid by Client up to
the moment of the situation that give rise to Client’s claim, related to the Agreement. With
reimbursement of that amount to Client, Impact Institute has also met any annulment provisions and
obligations to undo.
d. However, nothing in the Agreement limits Impact Institute’s liability for willful misconduct or gross
8. Miscellaneous
a. The Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior oral or written agreements, understandings, or representations.
b. No failure on the part of Impact Institute to exercise and no delay in exercising, and no course of dealing
with respect to any right, power or privilege under this Agreement, will operate as a waiver thereof, nor
will any single or partial exercise of any right, power or privilege under this Agreement preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.
c. If any provision of this Agreement will be deemed invalid or unenforceable as written, it will be
construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and
any limitations on the scope or duration of any such provision necessary to make it valid and enforceable
will be deemed to be part thereof; no invalidity or unenforceability will affect any other portion of this
d. Client may not assign, delegate, pledge or otherwise transfer this Agreement and/or its rights and/or
obligations hereunder in whole or in part to any third party and such transferability is hereby expressly
excluded (as within the meaning of the Dutch Civil Code 3:83 section 2).
e. Client grants Impact Institute the non-exclusive right to use Client’s tradename and logo for Impact
Institute’s promotional purposes, e.g. on Impact Institute’s website, in its portfolio. Client may revoke
the right granted at any given moment by providing Impact Institute with written notice taking into
account a notice period of one month.
f. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive
jurisdiction of the courts of Amsterdam, the Netherlands