Terms & Conditions

Insyght B.V., established at Molengraaffsingel 10, 2629 JD Delft, registered with the Chamber of Commerce under number 92792189, is referred to in these general terms and conditions as the "Contractor".

The counterparty of the Contractor is referred to in these general terms and conditions as the "Client".

"Parties" means the Contractor and the Client together.

"Offer(s)" means the proposal made by the Contractor to perform services.

"Offer(s)" means the proposal made by the Contractor to perform services.

"Works" means all works, such as (web) applications, hardware, house styles, software, concepts, designs, layouts, documentation, advice, reports and other intellectual products, as well as preparatory material thereof and (whether or not coded) files or data carriers on which the Works are stored.

The Contractor offers a service package aimed at the development and management of IoT products. The services include, among others:

For services relating to the maintenance and hosting of IoT solutions, including over-the-air (OTA) updates, server management and cloud platforms, a service level shall only be agreed if and insofar as this has been expressly laid down in writing in a separate Service Level Agreement (SLA). Without such an SLA, the Client cannot claim any availability percentages, response times or recovery periods.

The Contractor's services in the field of consultancy, certification, production supervision and other advisory or supporting activities are performed on a best-effort basis. The Contractor does not provide any guarantees regarding the achievement of specific results, certifications, lead times or product quality.

For the performance of its services, the Contractor may engage third parties, including freelancers and suppliers both domestically and abroad. Third parties are only engaged under conditions that include, among other things, that all relevant intellectual property rights are transferred to the Contractor and confidentiality is safeguarded.

These terms and conditions apply to all Offers, proposals, work, Agreements and deliveries of services or goods by or on behalf of the Contractor.

Deviations from these terms and conditions are only possible if expressly and in writing agreed upon by the Parties.

The Contractor always has obligations of effort, not obligations of result or guarantees when performing the work.

Invoicing takes place on a monthly basis, in arrears. At the end of each month, the Contractor invoices the costs incurred and hours spent during that month. Any deviating agreements regarding advance payment, payment in instalments or invoicing upon delivery shall be agreed separately in writing.

The payment term of an invoice is fourteen (14) days after the invoice date, unless otherwise agreed in writing.

Payments shall be made without any recourse to suspension or set-off, by transferring the amount due to the bank account number specified by the Contractor.

If the Client does not pay within the agreed term, the Client shall be in default by operation of law after failing to comply with a notice of default granting seven days to pay. From that moment, the Contractor is entitled to suspend its obligations until the Client has fulfilled its payment obligations.

If the Client remains in default, the Contractor shall proceed with collection. The costs related to such collection shall be borne by the Client. When the Client is in default, the Client owes the Contractor, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages. The collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.

In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the Contractor's claims against the Client shall be immediately due and payable.

If the Client refuses to cooperate in the performance of the assignment by the Contractor, the Client is still obliged to pay all prices included in the Offer and the amounts for services included in the Offer that have not yet been specified and that would have been performed for the Client.

The Contractor's proposals are valid for a maximum of 14 days, unless a different acceptance period is stated in the proposal. If the proposal is not accepted within the stated period, the proposal shall lapse.

Delivery times in Offers are indicative and do not entitle the Client to dissolution or compensation in the event of exceeding them, unless the Parties have expressly and in writing agreed otherwise.

Work based on the Client's wishes that are made clear after the Offer has been issued shall be performed on the basis of subsequent calculation.

Proposals and Offers do not automatically apply to reorders. The Parties must expressly and in writing agree to this.

The prices stated in the Contractor's proposals, Offers and invoices are exclusive of VAT and any other government levies, unless expressly stated otherwise.

The Client shall pay the Contractor a fee for its services as stated in the Offer or proposal.

The prices of the services are based on the cost prices known at that time. Increases thereof, which the Contractor could not foresee at the time of making the proposal or the formation of the Agreement, may give rise to price increases.

The Contractor is not bound by obvious errors or mistakes in proposals, Offers or invoices, including clearly unrealistic pricing.

The prices of the services and hourly rates agreed upon at the time of entering into the Agreement are based on the price level applicable at that time. The Contractor has the right to annually adjust the fees charged to the Client per 1 January on the basis of the CBS inflation figure (CPI) and an additional increase of two (2) percent.

Adjusted prices, rates and hourly rates shall be communicated to the Client as soon as possible.

The Client shall make all information relevant to the performance of the assignment available to the Contractor.

The Client is obliged to provide all data and documents that the Contractor deems necessary for the correct performance of the assignment, in a timely manner and in the desired form and manner.

The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the Contractor, even if these originate from third parties, unless the nature of the assignment dictates otherwise.

The Client indemnifies the Contractor against any damage in whatever form resulting from failure to comply with the provisions of the first paragraph of this article.

If and insofar as the Client so requests, the Contractor shall return the relevant documents.

If the Client fails to provide, or fails to provide in a timely or proper manner, the data and documents required by the Contractor, and the performance of the assignment is delayed as a result, the resulting additional costs and fees shall be borne by the Client.

All agreed terms between the Contractor and the Client are indicative.

The Contractor shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of professional practice.

The Contractor has the right to have work performed by third parties. The Client gives advance consent for this.

Performance shall take place by mutual consultation and after written approval and payment of any agreed advance.

It is the Client's responsibility to ensure that the Contractor can commence the assignment in a timely manner.

All changes to the services, whether at the request of the Client or as a result of the fact that a different performance is absolutely necessary due to unforeseen external circumstances, shall, if additional costs are involved, be considered as additional work. These shall be invoiced to the Client accordingly. A condition for this right is that the Contractor has informed the Client in a timely manner of the aforementioned circumstances and additional costs. If the Client cannot agree with the additional costs involved, the Client has the right to cancel the part of the additional work not yet performed, but without the right to a refund or remission of the costs of additional work already performed.

An Agreement is entered into for the term stated in the proposal, unless the Agreement ends upon completion of a predetermined task. If no term is stated, the Agreement is entered into for a period of twelve (12) months. The Client's payment obligation does not expire upon termination of the Agreement.

The Contractor may terminate the Agreement with a notice period of one (1) month.

The Contractor may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:

If the Parties have agreed upon a term for the completion of certain work within the duration of the Agreement, this shall never be a fatal deadline.

The Parties acknowledge that trust and cooperation are crucial in developing applications and delivering and receiving other IT-related services. The Contractor shall therefore inform the Client when it believes that the cooperation is not going well and/or doubts whether the agreed work can be brought to a successful conclusion. Among other things, in order to prevent unnecessary costs on both sides, the Contractor is always entitled to terminate an Agreement with the Client with immediate effect in the cases referred to in the previous sentence. In the event of such termination, the Contractor is obliged to make already developed Works available to the Client. Any fees paid in advance by the Client for services that will no longer be delivered shall be refunded. The Contractor does not have to refund fees for services already performed.

If the Agreement is terminated, the Contractor's claims against the Client shall be immediately due and payable. In the event of dissolution of the Agreement, amounts already invoiced for services performed shall remain due, without any obligation of reversal.

If the Contractor suspends the performance of its obligations, it retains its claims under the law and the Agreement, including the claim for payment for the services that have been suspended.

If during the performance of the Agreement it appears necessary to amend or supplement the work to be performed for proper performance of the assignment, the Parties shall timely and by mutual consultation adjust the Agreement accordingly. The Contractor always has the right to refuse a requested amendment or supplement from the Client.

If the Parties agree that the Agreement is to be amended or supplemented, the time of completion of the performance may be affected. The Contractor shall inform the Client of this as soon as possible.

If the amendment of or supplement to the Agreement has financial and/or qualitative consequences, the Contractor shall inform the Client of this in writing as soon as possible.

If the Parties have agreed on a fixed fee, the Contractor shall indicate the extent to which the amendment of or supplement to the Agreement will result in an overrun of this fee.

When the services or part of the services have, in the Contractor's opinion, been completed, or when the agreed hours have been spent, the Contractor shall make the Work available to the Client in a test environment or by another testing method.

Where already available, the Contractor shall also make the associated documentation, such as version information or release notes, available to the Client.

During thirty (30) days after the Contractor has made the Work available, the Client has the opportunity to test the Work and provide the Contractor with feedback. After the expiry of the aforementioned period of thirty (30) days, the Work shall be removed from the test environment and the Contractor shall:

If the Client provides the Contractor with feedback on the Work, the Parties shall discuss the feedback. Subsequently, the Client may request the Contractor to spend hours to implement any modifications.

For the Contractor's services on a project basis, one feedback round is included. After the feedback round and any modifications, the delivered Work shall be deemed accepted by the Client.

The feedback on the basis of which the Contractor will make modifications to the Work can only relate to the functionalities as described in the annexes to the Offer. New or different functionalities compared to the Offer shall not be added by the Contractor, unless the Contractor has given written consent. No additional feedback round applies to this newly delivered Work, unless agreed otherwise. If the modifications take more time than estimated in advance, this shall be considered additional work.

The Client is fully responsible for the Work and its use when the Client puts the Work into use.

The Contractor is not responsible or liable for any errors or damage resulting from modifications made to the Work by the Client or a third party engaged by the Client.

If the Client has not provided feedback after the aforementioned thirty (30) days, the delivered Work shall be deemed accepted. This means that the Contractor shall no longer make modifications to the delivered Work, unless the Contractor agrees to follow-up work on the basis of subsequent calculation at the applicable hourly rate. The latter is never an obligation of the Contractor.

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the Contractor in the performance of any obligation towards the Client cannot be attributed to the Contractor in the event of a circumstance independent of the will of the Contractor, as a result of which the performance of its obligations towards the Client is wholly or partially prevented, or as a result of which the performance of its obligations cannot reasonably be required of the Contractor. Such circumstances include, among others, defaults by suppliers or other third parties, power failures, computer viruses, strikes, adverse weather conditions and work stoppages.

If a situation as referred to above arises as a result of which the Contractor cannot fulfil its obligations towards the Client, those obligations shall be suspended for as long as the Contractor cannot fulfil them. If the situation referred to in the preceding sentence has lasted for 30 calendar days, the Parties have the right to dissolve the Agreement in whole or in part in writing.

In the event referred to in the second paragraph of this article, the Contractor is not obliged to pay any compensation, even if the Contractor benefits from the force majeure situation.

The Client waives its right to set off a debt owed to the Contractor against a claim on the Contractor.

The Client waives the right to suspend the performance of any obligation arising from this Agreement.

The Contractor's liability for damage resulting from an attributable failure in the performance of the Agreement or otherwise is limited to compensation for direct damage. Direct damage shall exclusively mean all damage consisting of:

The Contractor is in no event liable for any damage other than that referred to in the preceding paragraph, such as indirect or consequential damage.

The maximum amount to be paid out in the event of liability pursuant to paragraph 1 of this article is, per event or series of related events, limited to the amount equal to the fees paid by the Client to the Contractor (excluding VAT) in the six (6) months preceding the month in which the damage-causing event occurred. In no event shall the total compensation for any damage under the Agreement exceed the amount of €25,000 (twenty-five thousand euros).

Any exclusion or limitation of liability shall cease to apply if and insofar as the damage is the result of intent or wilful recklessness on the part of the Contractor's management.

The Contractor's liability for an attributable failure in the performance of the Agreement arises only if the Client gives the Contractor prompt and proper written notice of default after discovering the failure, setting out as detailed a description of the failure as possible, so that the Contractor is able to respond adequately.

Any right to compensation by the Contractor shall in any event expire 6 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

The application of Article 6:271 et seq. of the Dutch Civil Code is excluded. This means that if the Agreement is dissolved, any performances already rendered by either Party shall not be reversed.

The Client indemnifies the Contractor against all third-party claims related to the goods and/or services delivered by the Contractor.

All intellectual property rights, including but not limited to copyrights, database rights, trademark rights, design rights, patent rights and any rights to know-how and confidential information, with respect to all works, documents, advice, reports, hardware, software, drawings, designs, analyses, concepts, models, formats, presentations and other results developed or delivered by the Contractor in the performance of the Agreement (hereinafter: "Works"), shall at all times remain vested in the Contractor, unless otherwise agreed.

The Client is not permitted, without the prior written consent of the Contractor, to copy, publish, make available to third parties, transfer, reproduce, modify or otherwise use the said Works or the intellectual property rights attached thereto, in whole or in part, other than as necessary for the agreed use within the Client's own organisation.

The Contractor retains the right to reuse components of the Works developed in the context of the assignment, including generic knowledge, tools, templates, formats or methodologies, for other projects or clients, provided that no confidential information of the Client is shared. Furthermore, the Contractor is not obliged to make the source code of the Work available to the Client.

Insofar as open source components have been incorporated into the software, the rights thereto remain with the original rights holders, unless the open source licence prescribes otherwise. The Client only acquires the usage rights arising from the applicable open source licences. The Contractor shall, upon request, inform the Client about the components used and the licence conditions. All other parts of the software to which no open source licence applies shall remain the property of the Contractor, unless otherwise agreed.

Each of the Parties shall keep confidential the information that it receives (in whatever form) from the other Party and all other information concerning the other Party of which it knows or can reasonably suspect that it is confidential, or information the disclosure of which could cause damage to the other Party, and shall take all necessary measures to ensure that its personnel also keeps the said information confidential.

The confidentiality obligation referred to in the first paragraph of this article does not apply to information:

The confidentiality obligation applies for three (3) years after termination of the Agreement, except for information that by its nature remains confidential (such as source code, security measures and non-public technical documentation), for which the obligation continues to apply as long as this information has not become public.

The Client shall not employ or otherwise, directly or indirectly, have work performed by employees or contracted freelancers of the Contractor (or of companies engaged by the Contractor for the performance of this Agreement who are or have been involved in the performance of the Agreement). This prohibition applies during the term of the Agreement and until one year after its termination. One exception applies to this prohibition: the Parties may make other arrangements in good business consultation. Such arrangements shall apply insofar as they have been laid down in writing.

In the event the Client fails to comply with the preceding paragraph, the Client shall owe the Contractor a penalty of €25,000 (twenty-five thousand euros) in addition to the Contractor's ability to claim further compensation.

If the Contractor delivers hardware to the Client in the context of the Agreement, delivery shall take place Ex Works (Incoterms 2020) from the Contractor's address, unless otherwise agreed in writing. The responsibility and risk of loss, theft or damage to the hardware shall pass to the Client at that moment, even if the Contractor arranges or coordinates the transport.

Ownership of the hardware shall only pass to the Client after full payment of the agreed price by the Client. Until that time, the hardware shall remain the property of the Contractor, even if it is already in the Client's possession.

The Contractor develops and delivers the hardware in accordance with the specifications agreed in the Agreement or accompanying annexes. The Client is obliged to inspect the hardware immediately upon delivery for visible defects or damage. Any defects must be reported in writing within five (5) working days after delivery.

The Contractor guarantees for a period of twelve (12) months after delivery that the delivered hardware is sound and meets the agreed specifications. For components not manufactured by the Contractor itself, only the factory warranty of the relevant manufacturer applies. The Contractor is not liable for defects resulting from improper use, external causes or modifications made without the Contractor's written consent.

Unless expressly agreed otherwise, the Contractor is not responsible for the installation of the hardware or its integration with other systems at the Client's premises.

These general terms and conditions are governed by Dutch law.

All disputes arising from these general terms and conditions shall be exclusively submitted to the competent court of Rechtbank Midden-Nederland.

The log files and other electronic or non-electronic records of the Contractor constitute full proof of the Contractor's statements, and the version of any (electronic) communication received or stored by the Contractor shall be deemed authentic, subject to proof to the contrary to be provided by the Client.

The Contractor is entitled to transfer its rights and obligations under the Agreement to a third party that acquires the service or the relevant business activity from the Contractor.