1. THE PROPOSAL

1.1 The Professional services of Innate Motion and/or deliverables are detailed in the written “Proposal”. The person, firm or company to whom the Proposal is addressed is referred to as “the Client”.

1.2 Quotation of fees and costs outlined in the Proposal are open for acceptance by the client for a period of 30 days after which Innate Motion reserves the right to adjust its quotation.

1.3 The Proposal is deemed accepted upon written receipt from the client to the individual noted on the last page of the Proposal

1.4 The agreed costs of Innate Motion are calculated on the basis of cost averages for in-market expenses and travel estimates pertaining to the time of acceptance.  Costs will be subject to adjustment when the Client alters specifications such as timings, locations and/or other cost-increasing elements or if the cost averages/estimates are exceeded, without alteration of specification by Innate Motion.

1.5 Innate Motion reserves the right to modify its Fees when variations are deemed useful or necessary in order to achieve its objectives. Any specification changes deemed necessary by the Client are subject to the consent of Innate Motion. Both parties will mutually agree to all changes in writing. In the event such variation amounts to a partial cancellation, cancellation or postponement, the provisions in paragraph 2 apply.

1.6 All adjustments to professional Fees and/or costs as a result of any variation will be reflected in the final invoice.

1.7 The currency quoted on all Proposals is Euro. If an alternative currency has been agreed upon between the parties the Principal (euro) amount shall be converted into the alternative currency at the pre-determined exchange rate pertaining at the time of acceptance and is revalued upon completion.

1.8 The content of the Proposal, or any Presentation, is intended solely for the recipient(s) as shown. It may not be disclosed to any 3rd party without the express written permission of Innate Motion.

1.9 The content is restricted and is not for public or commercial use. The document must not be copied, modified, sold, distributed or republished.

1.10 All design and layout is the property of Innate Motion.

2. CANCELLATION / POSTPONEMENT

2.1 The Client may cancel or postpone the Proposal on giving written notice to the individual noted on the last page of the Proposal.

2.2 In the event of cancellation, the Client will pay all sums in respect of the Services provided and costs incurred prior to cancellation. Professional Fees will be computed on a pro-rata basis

3. PAYMENT TERMS

3.1 Innate Motion fees and costs will be invoiced in stages. Eighty (80) percent of the fee and costs will be invoiced on acceptance. Fulfillment of the project is established after the final client debriefing/deliverables, after which the final invoice will be submitted for payment.

3.2 Invoices are payable within thirty days. Sums outstanding thereafter will incur a one and a half percent (1.5%) interest charge per month until the date that full payment is received.

3.3 Bank charges incurred in payment of invoices must not be deducted from the invoiced amount.

3.4 Invoices must be paid in full in Euro. Unless agreed otherwise by both parties.

4. PRINCIPLES

4.1 As a registered B Corporation, Innate Motion believes that we must be the change we seek in the world; that all business ought to be conducted as if people and place mattered; that through their products, and profits, businesses should aspire to do no harm and benefit all. To do so requires Innate Motion to act with the understanding that we are each dependent upon another and thus responsible for each other and future generations

4.2 As a principle and as a registered B Corporation, Innate Motion endeavors to provide documents in digital format, limit food waste, avoid plastic usage and offset the environmental impact of all travel.

5. PRIVACY & CONFIDENTIALITY

5.1 Being Business Humanizers we at Innate Motion care for the privacy of people. We will respect and protect the privacy of people involved in our projects. As a consequence, we restrict the sharing of documents with sensitive information. We ask for signed privacy and confidentiality agreements when applicable. We delete privacy sensitive data after completion of the project. Also, view our Privacy Policy.

5.2 The Proposal, or any presentation, contains confidential material concerning the procedures and methodology of Innate Motion and is confidential to the Client to whom it is addressed.  It is not to be disclosed directly or indirectly without the written consent of Innate Motion.  Acceptance of the proposal is considered acceptance of these terms and conditions of business.

5.3 Innate Motion acknowledges that confidentiality of all information provided by its Clients is essential. All information shared is treated with the utmost confidentiality and caution and can be specified in an NDA attached to the Proposal at time of acceptance

5.4 Using so-called “Chinese walls” Innate Motion guarantees that all clients’ information is protected and that the professional teams from Innate Motion will be fully separated in the rare event of projects for competitive clients.

6. OUTPUT

6.1 Innate Motion employs its own methodology and procedures, utilizing a team of skilled and highly trained professionals. The humanizing business is not, however, an exact science. The validity of the analysis and decoding of information can be adversely affected by cultural, economic, social and political changes as well as other significant developments. Innate Motion will not be responsible or liable for any consequential or special damages with respect to the use of its conclusions and recommendations for marketing, sales, communication or other purposes.

7. NON-EXCLUSIVE RELATIONSHIP

7.1 The services being provided by Innate Motion are on a non-exclusive basis. Innate Motion sees it as one of its assets to have a profound knowledge of numerous categories around the globe, from which our clients will benefit. Nothing shall be construed as limiting Innate Motion’s right to represent other clients, unless upon mutual written consent on commissioning of the project.

8. GOVERNING LAW, ARBITRATION

8.1 This agreement shall be governed by and construed in accordance with the laws of the Netherlands and shall be subject to the exclusive jurisdiction of the courts of the Netherlands.

8.2 Any and all disputes, controversies or claims arising under or relating to the Proposal shall be finally settled by binding arbitration in Amsterdam, the Netherlands under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The arbitration shall be conducted on a confidential basis. within a reasonable time after the claim has arisen.

9. FORCE MAJEURE

9.1 Neither Innate Motion not the Client will be liable for any failure to perform their obligations, or delay in the performance of their obligations, if the failure or delay is due to causes outside their reasonable control.

9.2 Innate Motion reserves the right to defer the date of completion or reduce the specifications of a Proposal or reduce the Professional Services/deliverables agreed with the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Innate Motion, including, without limitation, acts of God, Governmental actions, war or national emergency.

10. TERMS & CONDITIONS

10.1 These Terms and Conditions may vary from time to time. The Client will be informed of any revisions as and when Innate Motion issues them.

Last updated July 4th, 2018.