General Terms and Conditions

Article 1 Definitions

1. BV OpenSight B.V. (hereinafter: OpenSight B.V.) is a private limited company whose purpose is the provision of business services and ICT products.
2. In these General Terms and Conditions, “Client” means: the legal entity or partnership of legal entities, or the intermediary or representative acting on its behalf, that makes use of the Services of OpenSight B.V. and instructs OpenSight B.V. to provide Services as referred to in paragraph 4 of this article.
3. In these General Terms and Conditions, “Agreement” means: the legal relationship between OpenSight B.V. and the Client, all in
   the broadest sense. In these General Terms and Conditions, “Services” means: all products and services provided to the Client by OpenSight B.V. and/or third parties engaged by it, including, among other things, the provision of business services and ICT products, as well as all other work of any nature performed by OpenSight B.V. on behalf of the Client in connection with an assignment, including work not performed at the express request of the Client.
4. In these General Terms and Conditions, “Website” means: the Website opensight.nl.

Article 2 Applicability of the General Terms and Conditions

1. The General Terms and Conditions apply to all Agreements concluded between the Client and OpenSight B.V. under which OpenSight B.V. offers Services or supplies products.
2. Deviations from the General Terms and Conditions are only valid if expressly agreed in writing with OpenSight B.V.
3. The applicability of the Client’s purchasing terms or other terms and conditions is expressly rejected, unless expressly agreed otherwise in writing.
4. The General Terms and Conditions also apply to additional or modified assignments from the Client.

Article 3 The Agreement

1. All offers on the Website are entirely without obligation, unless expressly
   stated otherwise.
2. The Client can contact OpenSight B.V. via the Website, email, or telephone regarding any of the Services offered. OpenSight B.V. will consult with the Client about their expectations and may then draw up a quote, which will be sent by letter or by email. The Agreement is only concluded upon signing of the quote or by means of an order confirmation.
3. If OpenSight B.V. sends a confirmation to the Client, that confirmation is decisive for the content and interpretation of the Agreement, subject to obvious clerical errors. OpenSight B.V. cannot be held to its offer if the Client can reasonably understand that the offer, or any part thereof, contains an obvious mistake or clerical error.
4. If the Client makes notes on or responds to the quote from OpenSight B.V., these do not form part of the Agreement unless OpenSight B.V. confirms them in writing.
5. An assignment from the Client that was not preceded by a written quote requires written acceptance by OpenSight B.V..

Article 4 Performance of the Agreement

1. OpenSight B.V. will endeavor to perform the Services to the best of its knowledge and ability and in accordance with the standards of good workmanship, as well as in accordance with the arrangements set down in writing as far as possible.
2. OpenSight B.V. has the right to have certain work performed
   by third parties.
3. When engaging third parties, OpenSight B.V. will exercise due care and, insofar as this is reasonably possible and customary in the relationship with the Client, will consult with the Client in selecting these third parties. The costs of engaging these third parties shall be borne by the Client and will be passed on to the Client by OpenSight B.V.
4. The Client shall ensure that all information that OpenSight B.V. indicates is necessary, or that the Client should reasonably understand to be necessary, for the performance of the Agreement is provided to OpenSight B.V. in a timely manner.
   If the information required for the performance of the Agreement has not been provided to OpenSight B.V. in a timely manner, OpenSight B.V. has the right to suspend the performance of the Agreement and/or to charge the
   Client for the additional costs resulting from the delay at the rates customary at that time.
5. The Client shall ensure that OpenSight B.V. can perform its Services in a timely and proper manner. If the Client fails to comply with its arrangements in this regard, it is obliged to compensate for any resulting damage.
6. If a deadline has been agreed or specified for the performance of Services, this is never a strict deadline. If a deadline is exceeded, the Client must give OpenSight B.V. written notice of default. OpenSight B.V. must then be granted a reasonable period to still perform the Agreement.

Article 5 Amendment of the Agreement

1. If during the performance of the Agreement it becomes apparent that it is necessary to amend or supplement it for its proper performance, OpenSight B.V. and the Client will adjust the Agreement in a timely manner and by mutual consultation.
2. If the Agreement is amended, including a supplement, this constitutes an additional assignment. A separate arrangement regarding the fee for this additional assignment will be made in advance. Without an additional quote, the original terms apply, with the additional Services being paid at the customary rate.
3. Failure to perform, or to immediately perform, the amended Agreement does not constitute a breach of contract by OpenSight B.V. and is not grounds for the Client to terminate or rescind the Agreement.
4. Changes to the Agreement originally concluded between OpenSight B.V. and the Client shall only be valid from the moment these changes have been accepted by both parties by means of a supplementary or amended Agreement. Such changes shall be made in writing.

Article 6 Suspension, Dissolution, and Interim Termination of the Agreement

1. OpenSight B.V. is entitled to suspend the fulfillment of its obligations or to dissolve the Agreement if the Client fails to fulfill its obligations under the Agreement, fails to fulfill them in full, or fails to fulfill them on time, or if OpenSight B.V. has good reason to fear that the Client will fail to meet those
   obligations.
2. Furthermore, OpenSight B.V. is entitled to dissolve the Agreement if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or that continuation of the Agreement without amendment cannot reasonably be expected.
3. If the Client fails to fulfill its obligations arising from the Agreement and this non-fulfillment justifies dissolution, OpenSight B.V. is entitled to dissolve the Agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, whereas the Client, by reason of breach of contract, shall be obligated to pay damages or compensation.

Article 7 Cancellation

Cancellation of the Agreement after the quotation has been signed is not possible.

Article 8 Costs, Fees, and Payment

1. All amounts stated in the quotation are in euros and exclusive of VAT unless otherwise stated.
2. OpenSight B.V. has the right to correct obvious clerical errors in the price quotation.
3. Interim price changes will be passed on to the Client.
4. Payment shall be made by invoice.
5. All invoices must be paid within a payment term of 14 days, unless another term has been agreed.
6. The Client is obligated to notify OpenSight B.V. without delay of any inaccuracies in the payment details stated or provided.
7. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law, without any further notice of default being required. The Client shall then owe the statutory
   interest. The interest on the amount due shall be calculated from the moment the Client is in default until the moment the full amount owed has been paid.
8. If OpenSight B.V. decides to collect a claim for non-payment of one or more unpaid invoices through legal proceedings, the Client shall, in addition to the principal amount owed and the interest referred to in paragraph 7 of this article, also be obligated to reimburse all reasonably incurred judicial and extrajudicial costs. The reimbursement of judicial and extrajudicial costs incurred shall be determined in accordance with the Decree on compensation for extrajudicial
   collection costs applicable at that time.
9. OpenSight B.V. is free to withhold delivery of the Services for as long as the Client has not paid the claim due in accordance with paragraph 7 of this article

Article 9 Delivery

1. The delivery period will be agreed upon with the Client after the order has been placed.
2. If delivery does not take place within this period, the Client shall notify OpenSight B.V. of this. OpenSight B.V. will ensure that delivery takes place as soon as possible, unless this is not possible according to the standards of reasonableness and fairness.
3. Late delivery by OpenSight B.V. is not a valid reason for dissolution of the Agreement.
4. All transport risks shall be borne by the Client.

Article 10 Warranties

1. OpenSight B.V. provides no warranties regarding the Services delivered.

Article 11 Liability

1. The Client is responsible for providing correct and representative data and information required for the performance of the Agreement. OpenSight B.V. is not liable for damage, including damage resulting from an incorrect order, if the Client has provided incorrect, non-representative, or irrelevant data.
2. The delivery period referred to in Article 9, paragraph 1 of these General Terms and Conditions can only be given as an approximation. Although every effort will always be made to meet the delivery period, OpenSight B.V. shall never be liable for the consequences of exceeding the period stated therein. Exceeding the period does not entitle the Client to cancel the Products or
   Services, or to refuse receipt of or payment for the Products or Services, nor shall OpenSight B.V. owe the Client any compensation.
3. OpenSight B.V. is not liable for errors or omissions of third parties engaged by it. By using the Services of OpenSight B.V., the Client authorizes OpenSight B.V., if
   a third party engaged by OpenSight B.V. wishes to limit its liability, to accept that limitation of liability on behalf of the Client as well.
4. OpenSight B.V. is not liable for indirect damage, including but not limited to consequential damage.
5. OpenSight B.V. is not liable for any clerical errors on the Website.
6. OpenSight B.V. is not liable for any failure to fulfill, or to fulfill in a timely manner, the obligations arising from the Agreement if this is caused by force majeure as referred to in Article 13 of these General Terms and Conditions.
7. The Client shall indemnify OpenSight B.V. against claims by third parties, of whatever nature, related to the Services.
8. If OpenSight B.V. is held liable, it shall be liable only for direct damage actually incurred, paid, or suffered by the Client as a result of a demonstrable failure by OpenSight B.V. to fulfill its obligations with respect to its Services.
9. The liability of OpenSight B.V. is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if OpenSight B.V. is not insured, liability is limited to the amount paid by the Client.
10. The limitation of liability as described in this article does not apply in the event of intent or willful recklessness on the part of OpenSight B.V..
11. This provision does not exclude liability to the extent that liability may not be limited or excluded by law.

Article 12 Force Majeure

1. Force majeure means any external causes, beyond the will or control of OpenSight B.V., as a result of which timely, complete, or correct performance of the Agreement is no longer possible.
2. Force majeure as referred to in the previous paragraph also includes, but is not limited to: non-performance by a third party, illness of staff of OpenSight B.V. itself or of a third party, abnormal weather conditions, disruptions in water and energy supplies, strikes, serious disruptions in the systems of OpenSight B.V., fire, floods, natural disasters, riots, war, or
   other domestic unrest.
3. In the event of force majeure, performance of the Agreement shall be suspended for as long as the force majeure continues.
4. If the force majeure continues for more than one month, both parties are entitled to terminate the Agreement without judicial intervention. In such a case, OpenSight B.V. shall refund any amounts paid, less all costs incurred by OpenSight B.V. in connection with the Agreement.

Article 13 Confidentiality of Information

1. Each party guarantees that all information received from the other party that it knows or should reasonably know to be of a confidential nature will remain confidential. The party receiving confidential information shall use it only for the purpose for which it was provided. Information shall in any event be considered confidential if it has been designated as
   such by either party. OpenSight B.V. cannot be held to this obligation if the disclosure of information to a third party is required pursuant to a court ruling, a statutory regulation, or for the proper performance of the agreement.

Article 14 Intellectual Property

1. OpenSight B.V. reserves all intellectual property rights.
2. The Client guarantees that no third-party rights preclude making information available to OpenSight B.V. The Client shall indemnify OpenSight B.V. against any action based on the claim that such provision, use, processing, installation, or incorporation infringes any third-party right.

Article 15 Complaints Procedure

1. If the Client has a complaint, the Client must submit it in writing to contact@opensight.nl.

Article 16 Identity of OpenSight B.V.

1. OpenSight B.V. is registered with the Dutch Chamber of Commerce (KvK) under number 80616178 and has VAT identification number NL861737167B01. OpenSight B.V. is located at Lage Mosten 49 (4822nk) in Breda.
2. OpenSight B.V. can be reached by email at contact@opensight.nl, through the Website opensight.nl, and by phone at 085-3031010.

Article 17 Governing Law and Competent Court

1. The legal relationship between OpenSight B.V. and its Client is governed by Dutch law.
2. All disputes that may arise between OpenSight B.V. and the Client shall be settled by the competent court of the District of Breda