Terms & Conditions

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

The other party of the Contractor is referred to in these general terms and conditions as the “Client”.

“Parties” are the Contractor and the Client together.

“Quotation(s)” means the offer that is made by the Contractor to carry out services.

The “Agreement” means the Agreement for the provision of services between the parties.

“Works” means all Works, such as (web) applications, hardware, corporate identities, software, concepts, designs, lay-outs, documentation, advice, reports and other products of the mind, as well as preparatory material thereof and (whether or not encoded) files or data carriers on which the Works are located.

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

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

The services of the Contractor in the field of consultancy, certification, production support and other advisory or supporting activities are performed on the basis of a best-efforts obligation (“best effort”). In doing so, the Contractor gives no guarantees with regard to achieving particular results, certifications, lead times or product quality.

For the performance of its services, the Contractor may make use of third parties, including freelancers and suppliers in the Netherlands and abroad. Third parties are engaged exclusively on conditions under which it is arranged, 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 Quotations, offers, activities, Agreements and deliveries of services or goods by or on behalf of the Contractor.

Deviation from these terms and conditions is only possible if this has been expressly and in writing agreed by the parties.

The Contractor is always subject to best-efforts obligations, not to obligations of result or guarantees when performing the activities.

Invoicing takes place on a monthly basis, in arrears. After the end of each month, the Contractor invoices the costs incurred and the hours spent in that month. Any deviating arrangements regarding advance payment, payment in instalments or invoicing after delivery are agreed separately in writing.

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

Payments are made without any reliance on suspension or set-off, by transfer of the amount due to the bank account number stated by the Contractor.

If the Client does not pay within the agreed term, the Client is in default by operation of law, after failing to comply with the reminder in which seven days are given to pay. From that moment on, the Contractor is entitled to suspend its obligations until the Client has fulfilled its payment obligations.

If the Client remains in default, the Contractor will proceed to collection. The costs relating to that collection are for the account of 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 damage. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

In the event of liquidation, bankruptcy, attachment or suspension of payments of the Client, the claims of the Contractor against the Client are immediately due and payable.

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

The offers of the Contractor are valid for a maximum of 14 days, unless another term of acceptance is stated in the offer. If the offer is not accepted within that stated term, the offer lapses.

Delivery times in Quotations are indicative and, if they are exceeded, do not give the Client any right to dissolution or compensation, unless the parties have expressly and in writing agreed otherwise.

Activities on the basis of wishes of the Client that are made clear after the Quotation has been made are performed on the basis of subsequent calculation.

Offers and Quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.

The prices stated in offers, Quotations and invoices of the Contractor are exclusive of VAT and any other government levies, unless expressly stated otherwise.

The Client pays the Contractor a fee for its services as stated in the Quotation or the offer.

The prices of the services are based on the cost prices known at that time. Increases thereof, which could not be foreseen by the Contractor at the time of making the offer or the conclusion of the Agreement, may give rise to price increases.

The Contractor is not bound by obvious errors or slips of the pen in offers, Quotations or invoices, including clearly unrealistic pricing.

The prices of the services and hourly rates agreed at the conclusion of the Agreement are based on the price level applied at that time. The Contractor has the right to adjust the fees to be charged to the Client annually as at 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 are communicated to the Client as soon as possible.

The Client makes all information that is relevant for the performance of the assignment available to the Contractor.

The Client is obliged to make available all data and documents that the Contractor believes it needs for the correct performance of the assignment, in good time and in the desired form and in the desired manner.

The Client vouches for the accuracy, completeness and reliability of the data and documents made available to the Contractor, also if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.

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

If and insofar as the Client requests this, the Contractor returns the documents concerned.

If the Client does not make the data and documents required by the Contractor available, or does not do so in good time or properly, and the performance of the assignment is delayed as a result, the resulting additional costs and additional fees are for the account of the Client.

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

The Contractor performs the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

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

Performance takes place in mutual consultation and after written approval and payment of the advance payment that may have been agreed.

It is the responsibility of the Client that the Contractor can start the assignment in good time.

All changes in the services, whether at the request of the Client or as a result of the fact that, due to unforeseen external circumstances, a different performance is absolutely necessary, are regarded as additional work when additional costs are attached to them. These are invoiced accordingly to the Client. A condition for this right is that the Contractor has informed the Client in good time about the circumstances and additional costs referred to therein. If the Client cannot agree to the additional costs concerned, the Client has the right to cancel the part of the additional work that has not yet been performed, however without any right to a refund or remission of the costs of additional work already performed.

An Agreement is entered into for the term as stated in the offer, unless the Agreement ends by the completion of a task determined in advance. If no term is stated, the Agreement is entered into for a duration of twelve (12) months. The payment obligation of the Client does not lapse at the end of the Agreement.

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

The Contractor may suspend or terminate the Agreement in writing with immediate effect if at least one of the following special grounds applies: a. The Client is in default with regard to a material obligation b. The bankruptcy of the Client has been granted; c. The Client has applied for a suspension of payments; d. The activities of the Client are terminated or liquidated.

If the parties have agreed a term within the duration of the Agreement for the completion of certain activities, this is never a strict deadline.

The parties acknowledge that trust and cooperation are crucial in developing applications and in supplying and purchasing other IT-related services. The Contractor will therefore inform the Client when it is of the opinion that the cooperation is not going well and/or doubts whether the agreed activities can be brought to a successful conclusion. Among other things in order to avoid 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 Works already developed available to the Client. Any fees paid in advance by the Client for services that will no longer be supplied will be refunded. The Contractor does not have to refund fees for performances already rendered.

If the Agreement is terminated, the claims of the Contractor against the Client are immediately due and payable. In the event of dissolution of the Agreement, amounts already invoiced for performances rendered remain due, without any obligation to reverse them.

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

If during the performance of the Agreement it appears that, for a proper performance of the assignment, it is necessary to change or supplement the activities to be performed, the parties will amend the Agreement accordingly in good time and in mutual consultation. The Contractor always has the right to refuse a change or supplement requested by the Client.

If the parties agree that the Agreement is changed or supplemented, the time of completion of the performance may be affected as a result. The Contractor informs the Client of this as soon as possible.

If the change to or supplement to the Agreement has financial and/or qualitative consequences, the Contractor informs the Client about this in writing as soon as possible.

If the parties have agreed a fixed fee, the Contractor indicates to what extent the change or supplement to the Agreement results in this fee being exceeded.

When the services or a part of the services have been completed in the opinion of the Contractor, or when the agreed hours, if any, have been spent, the Contractor will make the Work available to the Client in a test environment or another method for testing.

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

For thirty (30) days after the Contractor has made the Work available, the Client has the opportunity to test the Work and to provide the Contractor with feedback. After expiry of the aforementioned term of thirty (30) days, the Work will be taken off the test environment and the Contractor will:

If the Client provides the Contractor with feedback on the Work, the parties will discuss the feedback. Subsequently, the Client may request the Contractor to spend hours in order to implement any modifications.

In the case of the Contractor’s provision of services on a project basis, one feedback round is included. After the feedback round and any modifications, the Work delivered is deemed to have been accepted by the Client.

The feedback on the basis of which the Contractor is going to make modifications to the Work can only relate to the functionalities as described in the annexes to the Quotation. New or different functionalities compared to the Quotation are not added by the Contractor, unless the Contractor has given its written approval for this. No additional feedback round applies to this new Work to be delivered, unless agreed otherwise. If the modifications take more time than was estimated in advance, this is regarded as additional work.

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

The Contractor is not responsible or liable for any errors or damage as a result of changes made to the Work by the Client or by a third party engaged by the Client.

At the moment that the Client has not given any feedback after the aforementioned thirty (30) days, the Work delivered is regarded as accepted. This means that the Contractor will no longer make any modifications with regard to the Work delivered, unless the Contractor agrees to follow-up activities on the basis of subsequent calculation at the applicable hourly rate. The Contractor is never obliged to do the latter.

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the Contractor in the fulfilment 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 fulfilment of its obligations towards the Client is wholly or partly prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of the Contractor. Such circumstances also include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.

If a situation as referred to above occurs as a result of which the Contractor cannot fulfil its obligations towards the Client, those obligations are suspended for as long as the Contractor cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the Agreement in writing in whole or in part.

In the case referred to in the second paragraph of this article, the Contractor is not obliged to compensate any damage, not even if the Contractor enjoys any advantage as a result of the force majeure situation.

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

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

The liability of the Contractor for damage as a result of an attributable shortcoming in the fulfilment of the Agreement or otherwise is limited to the compensation of direct damage. Direct damage is exclusively understood to 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 damage or consequential damage.

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

Any exclusion or limitation of liability lapses if and insofar as the damage is the result of intent or deliberate recklessness of the management of the Contractor.

The liability of the Contractor on account of an attributable shortcoming in the fulfilment of the Agreement only arises if the Client gives the Contractor immediate and proper written notice of default after discovering the shortcoming, such notice containing a description of the shortcoming that is as detailed as possible, so that the Contractor is able to respond adequately.

Any right to compensation of damage by the Contractor lapses in any event 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 rendered on both sides will not be reversed.

The Client indemnifies the Contractor against all claims of third parties that are related to the goods and/or services supplied 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 regard to all works, documents, advice, reports, hardware, software, drawings, designs, analyses, concepts, models, formats, presentations and other results that are developed or supplied by the Contractor in the context of the performance of the agreement (hereinafter: “Works”), remain vested in the Contractor at all times, unless agreed otherwise.

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

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

Insofar as open source components have been incorporated in the software, the rights thereto remain with the original rightholders, unless the open source licence prescribes otherwise. The Client only obtains the rights of use that follow from the applicable open source licences. The Contractor will, 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 remain the property of the Contractor, unless agreed otherwise.

Portfolio and credit rights. Once the Client has publicly released the product, the Contractor is entitled to present the assignment as a portfolio item, with credit to the Contractor, on the Contractor’s website and social media channels, and to name the Client and use the Client’s name and logo in doing so as a client or partner. The Contractor will not disclose any confidential information of the Client in such expressions.

Each of the parties keeps secret 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 secret or confidential, or information of which it can expect that the dissemination thereof may cause damage to the other party, and takes all necessary measures to ensure that its personnel also keeps the said information secret.

The duty of confidentiality referred to in the first paragraph of this article does not apply to information: a. that was already public at the moment the recipient received this information or that has become public afterwards without a breach by the receiving party of a duty of confidentiality resting on it; b. of which the receiving party can prove that this information was already in its possession at the moment of provision by the other party; c. that the receiving party has received from a third party where this third party was entitled to provide this information to the receiving party d. that is made public by the receiving party on the basis of a statutory obligation.

The duty of confidentiality 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 for as long as this information has not become public.

The Client does not employ any employees or contracted freelancers of the Contractor (or of undertakings on which the Contractor has called for the performance of this Agreement and that are or have been involved in the performance of the Agreement). Nor does it otherwise have them work for it directly or indirectly. This prohibition applies during the term of the Agreement up to one year after termination thereof. There is one exception to this prohibition: the parties may make other arrangements with each other in sound business consultation. These arrangements apply insofar as they have been recorded in writing.

In the event that the Client does not comply with the previous paragraph, the Client owes the Contractor a penalty of €25,000 (in words: twenty-five thousand euros), in addition to the possibility for the Contractor to claim further compensation.

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

Ownership of the hardware only passes to the Client after full payment of the price agreed for it has been made by the Client. Until that moment, the hardware remains the property of the Contractor, also if it is already located at the Client’s premises.

The Contractor develops and supplies the hardware in accordance with the specifications as agreed in the Agreement or the associated 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 term of twelve (12) months after delivery that the hardware supplied is sound and complies with the agreed specifications. For parts not produced by the Contractor itself, only the factory warranty of the manufacturer concerned applies. The Contractor is not liable for defects that are the result of improper use, external causes or changes that have been made without the written consent of the Contractor.

Unless expressly agreed otherwise, the Contractor is not responsible for the installation of the hardware or the integration thereof 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 are submitted exclusively to the competent court of the District Court of Midden-Nederland.

The log files and other records of the Contractor, whether electronic or not, constitute full proof of the Contractor’s assertions, and the version of any (electronic) communication received or stored by the Contractor is 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 takes over the service or the business activity concerned from it.