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Terms and conditions

Article 1 Definitions

  1. BV OpenSight B.V. (hereinafter: OpenSight B.V.) is a private limited company whose purpose is to provide business services and ICT products.
  2. In these General Terms and Conditions, “Customer” shall mean: the legal person or the partnership of legal persons or the intermediary or representative acting on its behalf using the Services of OpenSight B.V. and commissioning OpenSight B.V. to provide Services as referred to in paragraph 4 of this article.
  3. In these Terms and Conditions, “Agreement” means the legal relationship between OpenSight B.V. and the Customer,
    and another in its broadest sense. In these General Terms and Conditions “Services” shall mean: all products and services provided to the Customer by OpenSight B.V. and/or third parties engaged by OpenSight B.V., including the provision of business services and ICT products, as well as all other work performed by OpenSight B.V. for the benefit of the Customer, of whatever nature, performed within the scope of an assignment, including work that is not performed at the explicit request of the Customer.
  4. In these General Terms and Conditions, “Website” means the opensight.nl website

Article 2 Applicability of the General Terms and Conditions

  1. The General Terms and Conditions apply to all Agreements concluded between the Customer and OpenSight B.V. whereby OpenSight B.V. offers Services or supplies products.
  2. Deviations from the General Terms and Conditions are only valid if expressly agreed upon in writing with OpenSight B.V.
  3. Applicability of purchasing or other terms and conditions of the Client are 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 customer may contact OpenSight B.V. via the Website, email or telephone for any of the Services offered. OpenSight B.V. will consult with the Customer regarding his expectations and may then make an offer which will be sent by letter or e-mail. The Agreement is only established by signing the offer or through an order confirmation.
  3. If OpenSight B.V. sends a confirmation to the Customer, it 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 Customer can reasonably understand that the offer, or any part thereof, contains an obvious mistake or clerical error.
  4. If the Customer makes notes or comments on OpenSight B.V.’s quotation they shall not form part of the Agreement unless OpenSight B.V. confirms them in writing.
  5. An assignment by the Customer that has not been preceded by a written quotation requires written acceptance by OpenSight B.V..

Article 4 Execution 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 requirements of good craftsmanship, as well as as as much as possible in accordance with the written agreements.
  2. OpenSight B.V. has the right to have certain activities performed
    by third parties.
  3. When engaging the services of third parties, OpenSight B.V. shall exercise due care and consult with the Customer in the selection of these third parties, as much as is reasonably possible and customary in the relationship to the Customer. The costs of engaging these third parties shall be borne by the Client, and will be charged by OpenSight B.V. to the Client.
  4. The Customer shall ensure that all information, which OpenSight B.V. indicates to be necessary or which the Customer should reasonably understand to be necessary for the execution of the Agreement, is provided to OpenSight B.V. in a timely manner.
    If information necessary for the execution of the Agreement is not provided to OpenSight B.V. in a timely manner, OpenSight B.V. has the right to suspend the execution of the Agreement and/or
    to charge the Customer for additional costs resulting from the delay according to the then usual rates.
  5. The Client shall ensure that OpenSight B.V. can perform its Services in a timely and proper manner. If the Client fails to fulfill its agreements in this regard, it shall be obliged to compensate the resulting damage.
  6. If a term is agreed or specified for the performance of Services, this is never a deadline. If a term is exceeded, the Customer must notify OpenSight B.V. of this in writing. OpenSight B.V. must be offered a reasonable period of time to still fulfill the Agreement.

Article 5 Amendment of the Agreement

  1. If, during the execution of the Agreement, it appears that for a proper execution thereof it is necessary to amend or supplement the Agreement, OpenSight B.V. and the Customer shall amend the Agreement in a timely manner and in mutual consultation.
  2. If the Agreement is amended, including an addition, it is considered an additional assignment. This additional assignment will be the subject of a separate fee agreement in advance. Without additional offer, the original conditions apply, with additional Services paid for at the usual rate.
  3. Failure to execute or not immediately execute the amended Agreement does not constitute a default by OpenSight B.V. and is not a ground for the Customer to terminate or dissolve the Agreement.
  4. Changes in the originally concluded Agreement between OpenSight B.V. and the Customer are only valid from the moment these changes have been accepted by both parties through an additional or amended Agreement. This amendment shall be in writing.

Article 6 Suspension, termination and interim cancellation of the Agreement

  1. OpenSight B.V. is entitled to suspend the fulfillment of its obligations or to dissolve the Agreement if the Customer does not fulfill its obligations under the Agreement, or does not fulfill them in full or in a timely manner, or if OpenSight B.V. has good reason to fear that the Customer
    will fail to fulfill these obligations.
  2. OpenSight B.V. is also entitled to terminate the Agreement in case circumstances arise of such a nature that fulfillment of the Agreement is impossible or unaltered maintenance of the Agreement cannot reasonably be expected.
  3. In case the Customer does not fulfill its obligations resulting from the Agreement and this non-fulfilment justifies termination of the Agreement, OpenSight B.V. is entitled to terminate the Agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Customer, due to non-fulfilment, is obliged to pay compensation or indemnification.

Article 7 Cancellation

Cancellation of the Agreement after signing the offer is not possible.

Article 8 Charges, fees and payment

  1. All amounts mentioned in the quotation are in euros and exclusive of VAT unless otherwise stated.
  2. OpenSight B.V. has the right to correct obvious mistakes in the quotation.
  3. Interim price changes will be passed on to Client.
  4. Payment is by invoice.
  5. All invoices shall be paid subject to a payment term of 14 days, unless another term is agreed upon.
  6. The Customer has the duty to immediately communicate inaccuracies in the payment information stated or provided to OpenSight B.V..
  7. If the Customer defaults in the timely payment of an invoice, the Customer shall be in default by operation of law, without further notice of default being required. The Client shall then
    owe statutory interest. Interest on the amount due will be calculated from the time the Customer is in default until payment of the amount due in full.
  8. In case OpenSight B.V. decides to collect a claim due to non-payment of one or more unpaid invoices through judicial means, the Customer shall be obliged to pay all reasonably incurred judicial and extrajudicial costs in addition to the principal sum due and the interest mentioned in paragraph 7 of this article. Compensation for judicial and extrajudicial costs incurred will be determined in accordance with the then current Decree governing compensation for
    extrajudicial collection costs.
  9. OpenSight B.V. is free to proceed with the delivery of the Services only as long as the Customer has not paid the due claim in accordance with paragraph 7 of this article.

Article 9 Delivery

  1. The delivery time will be coordinated with the Customer after order .
  2. If delivery is not made within this period, the Customer 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 standards of reasonableness and fairness.
  3. OpenSight B.V.’s failure to deliver on time is not a valid reason for the termination of the Agreement.
  4. All transport risks shall be borne by the Customer.

article 10 Guarantees

  1. OpenSight B.V. gives no guarantees regarding the Services provided.

Article 11 Liability

  1. The Customer is responsible for providing correct and representative data and information necessary for the performance of the Agreement. OpenSight B.V. is not liable for damages, including on the basis of a wrong order, if the Customer has provided incorrect, non-representative or irrelevant data.
  2. The delivery period as mentioned in Article 9 paragraph 1 of these General Terms and Conditions can only be approximate. Although every effort will be made to meet the delivery term, OpenSight B.V. shall never be liable for the consequences of exceeding the delivery term. Exceeding the term does not entitle the Customer to cancel the Products or Services,
    or to refuse receipt or payment of the Products or Services, nor does OpenSight B.V. owe any compensation to the Customer.
  3. OpenSight B.V. is not liable for errors or omissions of third parties it engages. By using the Services of OpenSight B.V., the Customer authorises OpenSight B.V.,
    if a third party engaged by OpenSight B.V. wishes to limit its liability, to accept such limitation of liability also on behalf of the Customer.
  4. OpenSight B.V. is not liable for indirect damages, including but not limited to consequential damages.
  5. OpenSight B.V. is not liable for any discrepancies on the Website.
  6. OpenSight B.V. is not liable for not fulfilling or not timely fulfilling the obligations arising from the Agreement in case this is caused by force majeure as referred to in article 13 of these General Terms and Conditions.
  7. The Customer indemnifies OpenSight B.V. for claims of third parties, of whatever nature, related to the Services.
  8. If OpenSight B.V. is held liable, it shall only be liable for direct damages actually incurred, paid or suffered by the Customer due to a demonstrable failure of 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, or if OpenSight B.V. is not insured, the liability is limited to the amount paid by the Customer.
  10. The limitation of liability as described in this article does not apply if there is intent or deliberate recklessness on the part of OpenSight B.V..
  11. This provision does not exclude liability to the extent liability may not be limited or excluded by law.

Article 12 Force majeure

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

Article 13 Data confidentiality

  1. Each party guarantees that all information received from the other party that is known or should be known to be of a confidential nature will remain secret. The party receiving confidential data will use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it is designated as
    such by either party. OpenSight B.V. cannot be held to this if the provision of data to a third party is necessary pursuant to a court order, a legal regulation or for proper execution of the agreement.

Article 14 Intellectual property

  1. OpenSight B.V. reserves intellectual property rights.
  2. Customer guarantees that no rights of third parties oppose the provision to OpenSight B.V. of data. The Customer shall indemnify OpenSight B.V. against any action based on the allegation that such provision, use, adaptation, installation or incorporation infringes any right of a third party.

Article 15 Complaints procedure

  1. If the Customer has a complaint, the Customer should send it in writing to contact@opensight.nl.

Article 16 Identity of OpenSight B.V.

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

Article 17 Applicable 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 Customer shall be settled by the competent judge of the district court of Breda, the Netherlands.