Terms & Conditions

General Terms and Conditions of Optinovate Technologies

Email: optinovatetech@outlook.com
Website: www.optinovatetech.com

Article 1 – Definitions

1. Optinovate Technologies: Optinovate Technologies, located in Rotterdam, Chamber of Commerce number 93248245.
2. Client: the party with whom Optinovate Technologies has entered into an agreement.
3. Parties: Optinovate Technologies and the Client together.
4. Consumer: a Client who is also an individual acting in a private capacity.

Article 2 – Applicability

1. These terms and conditions apply to all offers, quotations, work, orders, agreements, and deliveries of services or products by or on behalf of Optinovate Technologies.
2. Optinovate Technologies and the Client may only deviate from these terms and conditions if agreed upon in writing.
3. Optinovate Technologies and the Client expressly exclude the applicability of the Client’s or third parties’ general terms and conditions.

Article 3 – Offers and Quotations

1. Offers and quotations from Optinovate Technologies are non-binding unless explicitly stated otherwise.
2. An offer or quotation is valid for a maximum of 1 month, unless a different term is stated in the offer or quotation.
3. If the Client does not accept an offer or quotation within the applicable term, the offer or quotation expires.
4. Offers and quotations do not apply to repeat orders, unless Optinovate Technologies and the Client agree otherwise in writing.

Article 4 – Acceptance

1. Upon acceptance of a non-binding offer or quotation, Optinovate Technologies reserves the right to withdraw the offer or quotation within 3 days after receipt of the acceptance, without the Client deriving any rights from it.
2. Oral acceptance by the Client only binds Optinovate Technologies after the Client has confirmed it in writing or electronically.

Article 5 – Prices

1. Optinovate Technologies uses prices in euros, including VAT and excluding any other costs such as administrative or shipping costs, unless agreed otherwise in writing.
2. Optinovate Technologies may change the prices of its services and products on its website and in other communications at any time.
3. For a service provided by Optinovate Technologies, the parties agree on a total amount as a target price unless agreed otherwise in writing.
4. Optinovate Technologies may deviate up to 10% from the target price.
5. Optinovate Technologies must inform the Client in a timely manner why a higher price is justified if the target price exceeds by more than 10%.
6. The Client may cancel the part of the assignment that exceeds the target price (plus 10%) if the target price exceeds by more than 10%.
7. Optinovate Technologies may adjust prices annually.
8. Optinovate Technologies will notify the Client of price adjustments before they take effect.
9. A consumer may cancel the agreement with Optinovate Technologies if they disagree with the price increase.

Article 6 – Payments and Payment Term

1. Optinovate Technologies may require a deposit of up to 50% of the agreed amount when entering into the agreement.
2. The Client must pay the balance within 1 month after delivery.
3. The payment terms used by Optinovate Technologies are strict deadlines. This means that if the Client has not paid the agreed amount by the last day of the payment term, they are automatically in default and in breach of contract, without Optinovate Technologies needing to send a reminder or notice of default.
4. Optinovate Technologies may make delivery conditional on immediate payment or require security for the total amount of the services or products.

Article 7 – Consequences of Late Payment

1. If the Client does not pay within the agreed term, Optinovate Technologies may charge statutory interest per month for non-commercial transactions and statutory interest per month for commercial transactions from the day the Client is in default, with part of a month being counted as a full month.
2. When the Client is in default, they must also pay extrajudicial collection costs and any damages to Optinovate Technologies.
3. Collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
4. If the Client does not pay on time, Optinovate Technologies may suspend its obligations until the Client has paid.
5. In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the Client, Optinovate Technologies’ claims against the Client are immediately due and payable.
6. If the Client refuses to cooperate in the execution of the agreement by Optinovate Technologies, they are still obliged to pay the agreed price.

Article 8 – Right of Reclamation

1. If the Client is in default, Optinovate Technologies may invoke the right of reclamation with respect to the unpaid delivered products to the Client.
2. Optinovate Technologies exercises its right of reclamation by a written or electronic notice to the Client.
3. Once the Client has been informed of the invoked right of reclamation, they must immediately return the relevant products to Optinovate Technologies unless agreed otherwise in writing.
4. The Client bears the costs for returning or reclaiming the products mentioned in paragraph 3.

Article 9 – Right of Withdrawal

1. A consumer may cancel an online purchase within 14 days after purchase without giving any reason. This right of withdrawal only applies if:
   • the product has not been used
   • it is not a product that can spoil quickly, such as food or flowers
   • it is not a product that has been made to measure or customized for the consumer
   • it is not a product that cannot be returned for hygienic reasons, such as underwear or swimwear
   • the seal is still intact when it comes to data carriers with digital content, such as DVDs or CDs
   • the product or service does not involve accommodation, travel, restaurant services, transport, catering orders, or a form of leisure activity
   • the product is not a single issue of a magazine or newspaper
   • it does not involve an urgent repair
   • it does not involve bets or lotteries
   • the consumer has not waived their right of withdrawal
   • it does not involve a service that is fully performed with the Client’s consent within the withdrawal period and for which the Client has expressly stated to waive the right of withdrawal
2. The 14-day cooling-off period in paragraph 1 starts:
   • on the day after the consumer receives the last product or part of one order
   • as soon as the consumer concludes the agreement for the provision of the service
   • as soon as the consumer confirms that they will receive digital content via the internet
3. The consumer can indicate that they want to use their right of withdrawal by returning an email to Info@optinovatetech.com, possibly using the withdrawal form available on the website of Optinovate Technologies, www.optinovatetech.com.
4. The consumer must return the product within 14 days after sending the email in paragraph 3 to Optinovate Technologies. If the consumer does not return the product, their right of withdrawal expires.

Article 10 – Reimbursement of Delivery Costs

1. If the consumer has timely rescinded their purchase and returned the complete order to Optinovate Technologies on time, Optinovate Technologies will reimburse any delivery costs paid by the consumer within 14 days of receiving the complete returned order.
2. Delivery costs will only be borne by Optinovate Technologies if the entire order is returned.

Article 11 – Reimbursement of Delivery Costs

1. If the consumer has timely exercised their right of withdrawal and returned the complete order to Optinovate Technologies on time, Optinovate Technologies will reimburse any delivery costs paid by the consumer within 14 days of receiving the returned order.
2. Delivery costs will only be borne by Optinovate Technologies if the entire order is returned.

Article 12 – Reimbursement of Return Costs

1. If the consumer exercises their right of withdrawal and returns the complete order on time, the Client will bear the costs thereof.

Article 13 – Right of Suspension

1. Unless the Client is a consumer, the Client hereby waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 14 – Right of Retention

1. Optinovate Technologies may exercise its right of retention and retain the Client’s products until the Client has paid all outstanding invoices of Optinovate Technologies, unless the Client has provided sufficient security for these costs.
2. The right of retention also applies on the basis of previous agreements for which the Client still owes money to Optinovate Technologies.
3. Optinovate Technologies is not liable for any damage the Client suffers as a result of exercising its right of retention.

Article 15 – Setoff

1. Unless the Client is a consumer, the Client waives the right to set off a debt to Optinovate Technologies with a claim against Optinovate Technologies.

Article 16 – Retention of Title

1. Optinovate Technologies retains ownership of all delivered products until the Client has paid all outstanding invoices of Optinovate Technologies related to the underlying agreement, including claims due to failure to perform.
2. Until the time mentioned in paragraph 1, Optinovate Technologies may exercise its retention of title and take back the goods.
3. Before ownership has transferred to the Client, the Client may not pledge, sell, dispose of, or otherwise encumber the products.
4. When Optinovate Technologies exercises its retention of title, the agreement is thereby annulled and Optinovate Technologies may claim damages, lost profits, and interest from the Client.

Article 17 – Delivery

1. Delivery takes place as long as stocks last.
2. Delivery takes place at Optinovate Technologies unless otherwise agreed.
3. Delivery of online ordered products takes place at the address indicated by the Client.
4. If the Client does not pay the agreed amounts or does not pay on time, Optinovate Technologies may suspend its obligations until the Client has paid.
5. In case of late payment, there is creditor’s default, and the Client cannot hold Optinovate Technologies liable for delayed delivery.

Article 18 – Delivery Time

1. The delivery times of Optinovate Technologies are indicative. If delivered later, the Client cannot derive any rights from this unless otherwise agreed in writing.
2. The delivery time starts when the offer signed by the Client for approval is confirmed in writing or electronically by Optinovate Technologies.
3. The Client will not receive compensation and may not cancel the agreement if Optinovate Technologies delivers later than agreed. The Client may cancel the agreement if it is agreed in writing or if Optinovate Technologies cannot deliver within 14 days after being notified in writing, or if the Client and Optinovate Technologies have agreed otherwise.

Article 19 – Actual Delivery

1. The Client must ensure that the actual delivery of their ordered products can take place on time.

Article 20 – Transport Costs

1. The Client pays the transport costs unless the Client and Optinovate Technologies have agreed otherwise in writing.

Article 21 – Packaging and Shipping

1. If the packaging of a delivered product is opened or damaged, the Client must have the carrier make a note of this before accepting the product. If the Client does not do this, they cannot hold Optinovate Technologies liable for any damage.
2. If the Client arranges for the transport of a product themselves, they must report any visible damage to products or packaging to Optinovate Technologies prior to transport. If the Client does not do this, they cannot hold Optinovate Technologies liable for any damage.

Article 22 – Insurance

1. The Client must sufficiently insure and keep insured against fire, explosion and water damage, and theft:
   • delivered goods that are necessary for the execution of the underlying agreement
   • goods of Optinovate Technologies that are present at the Client’s premises
   • goods delivered under retention of title
2. The Client must present the insurance policy for these insurances to Optinovate Technologies upon first request.
3. The Client must take out a CAR insurance at their own expense unless otherwise agreed.
4. The Client cannot claim compensation for damages that would otherwise be covered by this insurance, unless otherwise agreed.

Article 23 – Storage

1. If the Client takes delivery of the ordered products later than the agreed delivery date, the risk of any potential loss of quality is entirely borne by the Client.
2. Any additional costs resulting from early or late acceptance of products are entirely borne by the Client.

Article 24 – Assembly and/or Installation

1. Although Optinovate Technologies endeavors to carry out all assembly and/or installation work as well as possible, it bears no responsibility for these tasks except in the case of intentional misconduct or gross negligence.

Article 25 – Warranty

1. When the Client and Optinovate Technologies enter into a service agreement, this only imposes a best-effort obligation on Optinovate Technologies and not a result obligation.
2. The warranty on products only covers defects caused by faulty manufacturing, construction, or materials.
3. The warranty does not cover:
   • Normal wear and tear
   • Damage caused by accidents
   • Damage resulting from alterations made to the product
   • Damage due to negligence or improper use by the Client
   • Defects for which the cause cannot be clearly determined
4. The risk of loss, damage, or theft of the products delivered by Optinovate Technologies transfers to the Client as soon as they are legally or physically delivered, or at least come into the control of the Client or a third party who receives the product on behalf of the Client.

Article 26 – Exchange

1. The Client may exchange a purchased item under the following conditions:
   • The exchange takes place within 15 days of purchase with the original invoice.
   • The product is returned in its original packaging with the original price tag attached.
   • The product has not been used.
2. Discounted items, perishable products, custom-made items, or items specifically adapted for the Client, and custom orders specifically created to fulfill customer needs, demands, and desires, cannot be exchanged.

Article 27 – Execution of the Agreement

1. Optinovate Technologies will execute the agreement to the best of its knowledge and ability and according to the requirements of good workmanship.
2. Optinovate Technologies may have the agreed service performed in whole or in part by others.
3. The execution of the agreement will take place in consultation and after written approval and payment of any advance by the Client.
4. The Client must ensure that Optinovate Technologies can begin the execution of the agreement on time.
5. If the Client fails to ensure that Optinovate Technologies can begin on time, any resulting additional costs will be borne by the Client.

Article 28 – Provision of Information by the Client

1. The Client will make all information, data, and documents relevant for the proper execution of the agreement available to Optinovate Technologies in a timely manner and in the desired form and manner.
2. The Client guarantees the accuracy and completeness of the information, data, and documents provided, including those from third parties, unless the nature of the agreement dictates otherwise.
3. If requested by the Client, Optinovate Technologies will return the relevant documents.
4. If the Client does not provide the reasonably requested information, data, or documents in a timely or proper manner, and the execution of the agreement is delayed as a result, any additional costs and hours incurred will be borne by the Client.

Article 29 – Duration of Service Agreement

1. The agreement between Optinovate Technologies and the Client for a service is entered into for a duration of 1 year, unless the nature of the agreement dictates otherwise or otherwise agreed in writing.
2. After the period mentioned in paragraph 1, the agreement will be tacitly converted into an agreement for an indefinite period, unless the Client or Optinovate Technologies terminates the agreement with a notice period of 2 months. If the Client is a consumer, a notice period of 1 month applies.

Article 30 – Termination of Fixed-Term Service

1. The Client cannot terminate a fixed-term service agreement earlier than after 1 year.
2. After the minimum term of 1 year, the Client can terminate the agreement in paragraph 1 with a notice period of 2 months.
3. After the minimum term of 1 year, a consumer can terminate the agreement in paragraph 1 with a notice period of 1 month.
4. If the service agreement is for less than 1 year, the agreement cannot be terminated prematurely.

Article 31 – Intellectual Property

1. Optinovate Technologies retains all intellectual property rights to all designs, drawings, writings, data carriers, or other information, quotes, images, sketches, models, and mock-ups, unless otherwise agreed.
2. The Client may not show, make available, or otherwise use the intellectual property rights mentioned in paragraph 1 to third parties without prior written consent from Optinovate Technologies.

Article 32 – Confidentiality

1. The Client will keep confidential all information, in any form, received from Optinovate Technologies.
2. The same applies to all other information concerning Optinovate Technologies that the Client knows or reasonably should know is confidential, or which the Client can expect could harm Optinovate Technologies if disclosed.
3. The Client will take all necessary measures to ensure that the information mentioned in paragraphs 1 and 2 remains confidential.
4. The confidentiality obligation described in this article does not apply to information:
   • That was already public before the Client learned of it, or that later became public without breach of the confidentiality obligation by the Client
   • That the Client is required to disclose by law
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 33 – Penalty Clause

1. If the Client breaches the confidentiality or intellectual property article, the Client will pay Optinovate Technologies an immediately payable penalty for each violation.
2. If the Client is a consumer, the penalty in paragraph 1 is €1,000.
3. If the Client is not a consumer, the penalty in paragraph 1 is €5,000.
4. Additionally, the Client will pay an amount of 5% of the applicable amount in paragraph 2 or 3 for each day the violation continues.
5. The Client must pay the penalty in paragraph 1 without any notice of default or legal proceedings. No damage needs to be proven.
6. Optinovate Technologies may also claim damages from the Client in addition to the penalty in paragraph 1.

Article 34 – Indemnification

1. The Client indemnifies Optinovate Technologies against all claims from third parties related to the products and/or services provided by Optinovate Technologies.

Article 35 – Complaints

1. The Client must examine a product or service provided by Optinovate Technologies as soon as possible for any deficiencies.
2. If a delivered product or service does not meet what the Client could reasonably expect, the Client must notify Optinovate Technologies within 1 month of discovering the deficiency.
3. A consumer must notify Optinovate Technologies of any deficiency within 2 months of discovering it.
4. The Client must provide as detailed a description of the deficiency as possible to allow Optinovate Technologies to respond appropriately.
5. The Client must prove that the complaint relates to an agreement between the Client and Optinovate Technologies.
6. If the complaint concerns ongoing work, the Client cannot demand that Optinovate Technologies perform work other than agreed.

Article 36 – Notice of Default

1. The Client must notify Optinovate Technologies of any notice of default in writing.
2. The Client is responsible for ensuring that their notice of default actually reaches Optinovate Technologies on time.

Article 37 – Client Liability

1. If Optinovate Technologies enters into an agreement with multiple Clients, each of them is jointly and severally liable for fulfilling the obligations in that agreement.

Article 38 – Optinovate Technologies Liability

1. Optinovate Technologies is only liable for damage suffered by the Client if it was caused by intent or deliberate recklessness.
2. If Optinovate Technologies is liable for damage, it is only for direct damage related to the execution of an underlying agreement.
3. Optinovate Technologies is not liable for indirect damage, such as consequential damage, lost profits, or damage to third parties.
4. If Optinovate Technologies is liable, this liability is limited to the amount paid out under a professional liability insurance policy. If no insurance is in place or no amount is paid out, liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are merely indicative and cannot lead to any compensation, dissolution, or suspension.

Article 39 – Expiry Period

1. Any right of the Client to claim damages from Optinovate Technologies expires 12 months after the event that directly or indirectly caused the liability. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code (BW).

Article 40 – Termination

1. The Client may terminate the agreement if Optinovate Technologies fails to fulfill its obligations, unless the nature or minor significance of the failure does not justify the termination.
2. If Optinovate Technologies’ obligations can still be fulfilled, termination can only occur after Optinovate Technologies is in default.
3. Optinovate Technologies may terminate the agreement if the Client does not fully or timely fulfill its obligations, or if Optinovate Technologies has grounds to believe that the Client will not fulfill its obligations.

Article 41 – Force Majeure

1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of Optinovate Technologies cannot be attributed to it if it is due to force majeure.
2. Force majeure includes, among other things:
   • Emergency situations such as civil war or natural disaster
   • Non-performance or force majeure of suppliers, delivery services, or others
   • Power, electricity, internet, computer, or telecom failures
   • Computer viruses
   • Strikes
   • Government measures
   • Transportation problems
   • Bad weather conditions
   • Work stoppages
3. If a force majeure situation occurs preventing Optinovate Technologies from fulfilling one or more obligations to the Client, those obligations are suspended until Optinovate Technologies can fulfill them.
4. If a force majeure situation lasts at least 30 calendar days, both the Client and Optinovate Technologies may terminate the agreement in whole or in part in writing.
5. Optinovate Technologies does not owe any compensation to the Client in a force majeure situation, even if Optinovate Technologies benefits from it.

Article 42 – Amendment of Agreement

1. If necessary for its execution, the Client and Optinovate Technologies may amend the agreement.

Article 43 – Amendment of General Terms and Conditions

1. Optinovate Technologies may amend these general terms and conditions.
2. Minor changes may be made by Optinovate Technologies at any time.
3. Significant changes will be discussed with the Client as much as possible in advance.
4. A consumer may terminate the underlying agreement if significant changes are made to the general terms and conditions.

Article 44 – Transfer of Rights

1. The Client cannot transfer any rights from an agreement with Optinovate Technologies to others without the written consent of Optinovate Technologies.
2. This provision is considered a stipulation with real effect as described in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 45 – Consequences of Nullity or Annulment

1. If one or more provisions of these general terms and conditions are null or voidable, this does not affect the validity of the remaining provisions.
2. A provision that is null or voidable will be replaced by a provision that most closely approximates what Optinovate Technologies had in mind when drafting the terms.

Article 46 – Applicable Law and Competent Court

1. These general terms and conditions and any underlying agreement between the Client and Optinovate Technologies are governed by Dutch law.
2. The court in the district where Optinovate Technologies is established has exclusive jurisdiction over any disputes between the Client and Optinovate Technologies, unless the law provides otherwise.

Drawn up on June 15, 2024.