Terms & Conditions
Inzicht Media B.V.
1. DEFINITIONS
1.1 In this Agreement, the following definitions apply:
INZICHT MEDIA
Inzicht Media B.V., a private company with limited liability, incorporated under the laws of the Netherlands, with its registered address in Amsterdam, located at Kattenlaan 11B 1054KA, registered with the Dutch Chamber of Commerce under the number 99102331.
CLIENT
The advertiser, sponsor or intermediary agency purchasing Services from Inzicht Media.
SERVICES
All services to be provided by Inzicht Media, including but not limited to content creation, campaign development, concepting, consulting, media planning, media buying, digital publishing, offline publishing (OOH), social media distribution, design, photography, video, and editorial work.
PRODUCTIONS
All content deliverables produced by Inzicht Media at the request of the Client, including but not limited to content, videos, social assets, podcasts, photography, and design materials.
PUBLICATIONS
Any media environment where Services or Productions are placed, such as websites, platforms, offline issues (OOH), social media channels or partner publications.
2. APPLICABILITY
2.1 These general terms apply to all offers, quotes, order confirmations and agreements issued by Inzicht Media.
2.2 Deviations are only valid if agreed in writing up front.
2.3 If a contract contains deviations from these general terms, the contract prevails.
2.4 If the Agreement ends, all provisions that by nature should survive will continue to apply.
2.5 Inzicht Media expressly rejects the applicability of any general terms and conditions of the Client.
2.6 Inzicht Media may modify these terms unilaterally. Inzicht Media shall publish the modified general terms and issue this new version to the Client in the event of a new placed order. The acceptance of the order after receipt of the modified general terms shall imply acceptance by the Client.
2.7 If any provision is invalid, the remainder continues to apply. Parties shall replace the invalid part with a valid equivalent preserving the original intent of the agreement between Parties.
3. SERVICES
3.1 Inzicht Media provides the following services:
- development, production and execution of multimedia campaigns, amongst others, but not limited to, offline campaigns, television- and radio campaigns, social media campaigns, UGC, online and other multimedia communications;
- UGC-, creator, and social media management, including (long-term) collaborations and continuous content strategies;
- Development and execution of offline content to be distributed through external channels;
- Development and placement of editorial informative content such as, but not limited to, articles and online publications.
4. FORMATION OF AGREEMENT
4.1 The formation of an Agreement shall be based on an offer by Inzicht Media and the acceptance thereof by the Client.
4.2 Offers and quotes are nonbinding for which the Client may not appeal to the performance of the offer and quote without any explicit approval of the Client and definitive and/or final approval by Inzicht Media. Inzicht Media shall retain the right to withdraw an accepted offer within fourteen days after acceptance.
4.3 A quote constitutes one order. Partial acceptance may be charged proportionally or rejected.
4.4 The Agreement is concluded upon written acceptance of the quote by the Client and confirmation by Inzicht Media, unless withdrawn by Inzicht Media within five days after receipt of such acceptance. The Client may not appeal to the existence of an Agreement in the absence of the final confirmation by Inzicht Media.
4.5 The Client may not appeal to an offer that has lapsed or a by Inzicht Media prior provided offer to the Client or a third party. Inzicht Media has the right to deviate from the general rules in any of its offers for which the Client may not regard this deviation as the norm, nor appeal to this deviation as applicable between Parties.
5. PRICING AND PAYMENT
5.1 Prices shall be determined based on the relevant assignment. Any deviation of the assignment shall therefore be subject to amendment of the original provided price, which shall be determined based on the deviating information provided afterwards by the Client and amended requested assignment. The Client shall pay the final and additional, if applicable, agreed price for the Services, plus any additional costs incurred.
5.2 Prices exclude VAT and government levies unless stated otherwise.
5.3 Payment term: 10 working days from invoice date unless explicitly agreed otherwise.
5.4 If payment is late, the Client is automatically in default and owes statutory commercial interest plus all extrajudicial collection costs.
5.5 Payments must be performed in full in advance. Deviation of this requirement is only possible if determined otherwise by Inzicht Media in writing.
5.6 Withdrawal after production has started requires full reimbursement of costs for which the Client must pay the full amount according to the agreed upon offer.
5.7 After approval the Client may not cancel the assignment. The full amount remains fully obligatory upon cancellation.
6. DELIVERY OF SERVICES, PRODUCTIONS AND PUBLICATIONS
6.1 Inzicht Media provides the Services as set out in the order confirmation.
6.2 Inzicht Media aims to deliver on time but accepts no liability for delays caused by third parties or circumstances outside reasonable control.
6.3 Inzicht Media may engage third parties for the execution of the Services. These general terms will remain applicable to services provided by such third party, with the exception of liability of the third party.
6.4 Services are delivered on an as is and as available basis. No warranty is provided regarding availability, platform performance or publishing environments.
6.5 Inzicht Media shall perform its Services based on best efforts, and not based on obligation of results, for which Inzicht Media cannot be held liable and/or responsible for not reaching the desired results.
6.6 In the event of assignments in the pharmaceutical sector, the editorial content of a B2B-campaign shall be developed fully independently in accordance with the relevant and applicable laws and regulation of the pharmaceutical sector.
6.7 The services provided by Inzicht Media are bound by strict laws and regulations, amongst which, but not limited to, commercial-, health- and privacy law. Inzicht Media shall therefore handle each assignment with due care to meet these obligations.
6.8 Revisions policy
a. The Client must approve the provided content/communications within 2 business days, unless explicitly agreed upon otherwise. If the Client does not respond within 2 business days, this lack of response shall be regarded as approval for which Inzicht Media is permitted to publish the content with no further input and/or feedback by the Client.
b. The Client has to right to one revision round per each assignment, unless otherwise agreed in writing.
c. Additional revisions or substantial changes requested by the Client will be charged separately.
d. Written approval by the Client via email counts as final and irreversible approval of the deliverable.
6.9 The Client is responsible to provide all necessary information timely. If the Client supplies materials or feedback later than agreed, all deadlines automatically shift accordingly, except for in the event of what is stipulated in paragraph 8 of this article ‘Revision policy’. Inzicht Media bears no responsibility for missed publication dates, campaign launch dates or related consequences resulting from delayed feedback or materials supplied by the Client.
6.10 Inzicht Media is not liable for defects arising from instructions, materials or content supplied by the Client.
6.11 Inzicht Media reserves the right to one-time change the publication date of any Service, Publication or Production by up to 6 weeks without compensation, only upon prior communication and unless a fixed publication date has been explicitly agreed in writing
6.12 Inzicht Media may decide not to carry out a planned delivery. In that case, fees already paid for that specific cancelled delivery will be reimbursed unless the non delivery is attributable to the Client.
6.13 Inzicht Media may suspend work if the Client fails to meet its obligations.
6.14 Inzicht Media is not responsible for quality limitations inherent to third party distribution, platform algorithms or technical channel constraints.
6.15 It is prohibited to alter content created by Inzicht Media unless prior permission is provided by Inzicht Media. In the event of consent, the Client may not alter the content in a manner that damages Inzicht Media’s reputation. In the latter event, Inzicht Media retains the right the demand immediate removal of the content. Inzicht Media may terminate the contract immediately in case of violation. Upon the termination of the Agreement in due cause of the beforementioned, the Client loses the right and license to use the content.
6.16 The Client may not use the Services or Productions if any payment or contractual obligation remains outstanding.
6.17 Inzicht Media determines the final content of its editorial work. Unless explicitly agreed, creative and editorial decisions remain at the discretion of Inzicht Media.
6.18 Inzicht Media is not liable for changes in algorithms, reach, click-through performance, visibility or technical issues of existing and in the future to be created third party platforms used for the Services for the purpose of publication or distribution.
6.19 The online network used for Publications may vary without notification.
6.20 The Client is fully responsible for the content of advertisements or materials they provide.
6.21 Inzicht Media is not responsible for inaccuracies in supplied text, visuals or claims. The Client indemnifies Inzicht Media for all resulting damage.
6.22 Inzicht Media may reject content that is unlawful, unethical, misleading or unsuitable.
6.23 If a distributor or platform refuses a publication due to Client supplied content, Inzicht Media is not obliged to publish or refund.
7. CONFIDENTIALITY
7.1 Parties shall be bound to confidentiality for the duration of 5 years to keep all business information, pricing, strategic data, platform results, benchmarks, documents, and conditions of the assignment and/or cooperation confidential as well as all information that is labelled as confidential or that confidentiality derives from the content of the information and/or document. The beforementioned may not be disclosed to third parties unless a) the information was already known to the receiving party, b) the information is already made public or c) disclosure is required by law. Any disclosure of the confidential information is only permitted after prior written consent by the disclosing party.
7.2 Inzicht Media is not obliged to disclose internal data, proprietary insights, platform metrics or strategic methodologies.
7.3 Confidential information may only be shared with parties for the purpose of performing the Service or for departments such as legal, financial or tax advisors under confidentiality.
8. LIABILITY
8.1 Liability of Inzicht Media is excluded except in cases of liability resulting from intentional harm or gross negligence.
8.2 In any case, liability is limited to the amount paid by the Client for the relevant assignment.
8.3 Inzicht Media is not liable for indirect damage, including loss of profit, loss of data, loss of reputation, reduced reach or reduced campaign performance.
8.4 Inzicht Media is not liable for errors and/or refusal of acceptance of content by third party distributors, platforms, printers, hosting providers, media networks or algorithmic systems.
8.5 Inzicht Media is not liable for work (parts of the) assignment performed by third parties.
8.6 Performance disclaimer
Inzicht Media does not guarantee any specific reach, impressions, clicks, engagement, conversions, leads, rankings, placements or campaign results unless explicitly agreed in writing.
8.7 Inzicht Media is not liable to clients of the Client or any other third party.
8.8 In the event of liability of Inzicht Media, the Client must file a complaint and/or appeal to the liability within 6 months. After this term, the Client forfeits its right to any complaint and/or damages.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights in Services, Productions and Publications and work derived from the assignment remains vested in Inzicht Media unless explicitly agreed otherwise.
9.2 All intellectual property rights from material provided by the Client shall remain that of the latter.
9.3 The Client receives only a limited, nonexclusive, nontransferable licence to use the deliverables for the specific agreed purpose. This license may not be regarded as a transfer of the deliverables or the permission for free use, alteration or mixing of such deliverables.
9.4 No licence period is included by default.
Any licence term, usage rights, media rights or extensions must be explicitly agreed in writing and shall be determined per each assignment (parts or in full).
9.5 Use in paid advertising, commercial distribution, republishing, editing, sublicensing or expansion to other channels requires written approval and may incur additional fees.
9.6 Any unauthorised use constitutes infringement and results in an indemnity of at least five times the usual fee, without prejudice to full compensation.
9.7 The Client must immediately notify Inzicht Media of any unauthorised use by third parties.
9.8 Upon termination, all rights revert to Inzicht Media. No use is permitted after termination. If the Client wishes to re-use the content (or parts thereof) it must enter into a new Agreement with Inzicht Media for which the applicable terms shall be determined again between parties.
9.9 Raw files, raw footage, unused materials or working files are not included unless explicitly agreed.
10. CLIENT MATERIALS AND INDEMNITY
10.1 The Client guarantees that all materials provided to Inzicht Media, including text, data, photos, videos, claims and logos, are obtained legally and free of third-party rights.
10.2 The Client guarantees the truthfulness and legality of claims, especially in regulated sectors such as health, finance and sustainability.
10.3 The Client indemnifies and holds Inzicht Media harmless from all damages, claims, costs and legal actions arising from materials supplied by the Client.
11. PRIVACY AND DATA
11.1Any personal data received from the Client, being a natural person, for the purpose of performing the Service, shall be processed in accordance with applicable privacy law.
11.2 Inzicht Media shall ensure to safeguard the personal data information and only store it for the duration of the purpose of the Service or for how long needed in accordance with legal requirements.
11.3 If for the purpose of the assignment the Client wishes for Inzicht Media to place cookies, tracking pixels or similar technologies, prior approval must be obtained by the visitor of the content containing such technologies as well as providing detailed information about the data collected.
11.4 The Client shall warrant that the collected data will only be used for the agreed upon campaign purpose. Any deviated use is not allowed nor acceptable.
11.5 The Client guarantees that it will handle the collected data in compliance with the GDPR, AVG (or other local applicable privacy law in the relevant location of the Client and or the location of use of the deliverables).
11.6 The Client indemnifies Inzicht Media from any liability that shall be raised due to noncompliant of the privacy rules and regulations by the Client.
12. FORCE MAJEURE
12.1 Any delay or impossibility to perform the Services, that are not attributable to Inzicht Media shall be regarded as force majeure. Inzicht Media retains the right to suspend the performance of the Service for the duration of the force majeure situation.
12.2 In the event that force majeure lasts longer than six months, either party may terminate the agreement without damages. Inzicht Media shall not be liable for any consequences in relation to the termination due to a force majeure situation.
12. TERMINATION
12.1 Each party has the right to terminate the Agreement in case of material breach. In this event, this party must give notice to the other party providing the latter with 30 days to remedy the breach.
12.2 Inzicht Media may terminate immediately if the Client:
a. becomes insolvent or bankrupt
b. requests suspension of payments
c. loses control of assets
d. is dissolved
e. damages the reputation of Inzicht Media
f. changes ownership or management significantly
g. repeatedly fails obligations despite demands
12.3 All rights and obligations that derive from the agreement shall remain applicable and enforceable that already exists at the time of termination. The confidentiality and intellectual property shall also remain applicable after the termination date.
13. APPLICABLE LAW AND DISPUTES
13.1 Dutch law is applicable to all Agreements, these general terms, and offers by Inzicht Media.
13.2 All disputes shall be submitted exclusively to the competent court in Amsterdam.