General Terms
Eye-Opener Amsterdam

These are the General Terms (algemene voorwaarden) of Eye-Opener Amsterdam (EyeOPENER ). Our address is: Van Bossestraat 106A, 1051 KD Amsterdam, and we are registered with the Trade Register of the Chamber of Commerce with number 65126793.

If you have any questions, please contact us via email: info@eye-opener.amsterdam, telephone: 0031(0)6 428 10 582, or via mail: Eye-Opener Amsterdam, Van Bossestraat 106A, 1051 KD Amsterdam.

EyeOPENER may amend these General Terms. You agree that the most recent version of these General Terms will be applicable. Parties may agree on deviating terms in writing.

Clause 1 – Applicability

These General Terms apply to every offer made by EyeOPENER and every agreement entered into between EyeOPENER and you (Client). EyeOPENER will provide a copy of these General Terms at your first request, at no charge. The General Terms are also available on www.eye- opener.amsterdam.

Clause 2 – Assignment

The Assignment between you and EyeOPENER will come into full force and effect once EyeOPENER receives a signed agreement from you.

Clause 3 – Offers

1. All offers from EyeOPENER are revocable (vrijblijvend), unless agreed otherwise. The specifications set out in a quote shall apply to the specific assignment (and not for potential future assignments).
2. EyeOPENER may rely on all information provided by Client, and shall have the right to base fee quotes on such information.

Clause 4 – Fee

1. EyeOPENER may raise its fees during an assignment due to circumstances that increase costs and have not been reasonably foreseen by EyeOPENER.
2. Fees are quotes excluding any applicable VAT or any disbursements or third party costs.

Clause 5 – Payment and collection

1. Client will pay invoices within 14 days from the invoice date. EyeOPENER will send invoices to Client on a monthly basis.
2. If Client fails to pay an invoice by its due date, he shall be in default by operation of law. Client will then be liable to pay the statutory interest rate (wettelijke rente) (if the Client is a consumer (consument)), or the statutory penal rate (wettelijke handelsrente), increased with 1%. Interest will start to accumulate as the date that Client is in default.
3. EyeOPENER’s claim on Client will become immediately due and payable when:
   1. Client fails to meet a payment term;
   2. Client enters into bankruptcy proceedings or moratorium;
   3. Client (if a legal entity) is dissolved or liquidated;
   4. Client (natural person) is under legal restraint or passes away.
4. If Client is in default, he will be liable for all legal costs and out-of-court-expenses incurred by EyeOPENER. If the invoice amount is €267, such costs will be €40. If the invoice is higher, then such costs will be as follows:
   1. 15% for he first €2500;
   2. 10% for the remainder, up to €5000;
   3. 5% for the further remainder, up to €10.000;
   4. 1% for the then further remainder, up to €200.000;
   5. 0,5% for the final reminder.

Clause 6 – Term

1. If Client is under the obligation to make any advance payment, or to furnish any information or materials, then EyeOPENER’s term for finishing the assignment will commence only when Client has met its obligations.
2. If parties agree upon a term for an assignment, such a term shall never be a fatal term (fatale termijn). In the event EyeOPENER exceeds a term, Client must send a notice of default to EyeOPENER in writing.
3. Client does not have the right to annul the assignment if EyeOPENER fails to meet an agreed term. If it is permanently not possible to fulfill the obligations or if EyeOPENER does not complete the assignment within a new term that is notified to EyeOPENER by Client in writing, the previous sentence does not apply.

Clause 7 – Third Parties

EyeOPENER may contract a third party to perform (partial) activities. Sections 7:404 (uitvoering door bepaalde persoon), 7:407 sub 2 (hoofdelijke aansprakelijkheid) and 7:409 (overlijden van bepaalde persoon) of the Dutch Civil Code (Burgerlijk Wetboek) are not applicable.

Clause 8 – Completion Assignment

1. EyeOPENER will perform its activities to complete the assignment to its best efforts and according to the demands of good professional practice.
2. EyeOPENER has the right to carry out its activities in different stages and invoice Client for different stages separately.
3. In the event EyeOPENER carries out its activities in different stages, EyeOPENER may suspend the activities of the next stage until Client has approved the results of the previous stage in writing.
4. Client will provide all materials and information necessary for the completion of the assignment to EyeOPENER in time.
5. EyeOPENER has the right to suspend completion of the assignment, if Client does not provide the necessary information and materials in time. EyeOPENER may invoice Client for any costs as a result of that delay. EyeOPENER is not liable for any damages as a result of incorrect or incomplete information that Client provided.

Clause 9 – Modifications Assignment

1. Parties will after consultation modify or amend the assignment if that may deem necessary to ensure proper execution of the assignment.
2. EyeOPENER has the right to change the agreed price. Insofar as possible, EyeOPENER will indicate the costs of that change in advance. The term for completing the assignment may be changed as a result of modifications of the assignment. Client agrees to the possibility of modifications to the assignment, changing the price and term of completion.
3. EyeOPENER has the right to reject a request of Client to modify or amend the assignment if that may lead to a consequence for the quality or the quality of the activities of EyeOPENER.

Clause 10 – Suspension, Annulment

1. EyeOPENER has the right to suspend the assignment if EyeOPENER is not able to fulfil its obligations due to circumstances beyond EyeOPENER’s control or due to circumstances that EyeOPENER was not aware of.
2. If it is permanently not possible to fulfill the obligations, parties may annul the assignment for the part that is not yet fulfilled.
3. EyeOPENER has the right to suspend and annul the assignment if Client does not fulfill its obligations, does not fulfill its obligations in time or fulfills its obligations incorrectly. Client will compensate EyeOPENER for any damages of EyeOPENER as a result of such shortcoming.

Clause 11 – Withdrawal

1. If EyeOPENER cancels the assignment, EyeOPENER will hand over the activities for the assignment to a third parties, unless the cancellation is a result of any shortcoming of the Client. Client will bear the costs for such transfer of activities.
2. EyeOPENER may cancel the assignment (and is not obligated to compensate Client) in the event that:
   1. Client fails to meet a payment term;
   2. Client is declared bankrupt or has been granted suspension of payments;
   3. Client (of a legal entity) been dissolved or liquidated, or is in dissolution or liquidation;
   4. Client (if a natural person) is under legal restraint or passes away;
   5. Any other event that causes that Client has no full control of his equity.

Clause 12 – Force Majeure

1. EyeOPENER is not obliged to fulfill its obligations towards Client in the event of force majeure (overmacht).
2. EyeOPENER may suspend its obligations to complete an assignment during the period of force majeure. In the event that a period of force majeure extents two months, both parties may annul the assignment without any obligation to compensate the other party.
3. If EyeOPENER has fulfilled its obligations partially and those obligations have an independent value, EyeOPENER may invoice Client for its fulfilled obligations.

Clause 13 – Restriction of Property

1. Anything EyeOPENER delivers will remain the property of EyeOPENER until Client has fulfilled all its obligations out of the agreement.
2. Client will safeguard the properties of EyeOPENER to its best effort and to reasonable extent.
3. Client will give EyeOPENER its unconditional and irrevocable consent to enter any place where properties of EyeOPENER may be located.

Clause 14 – Guarantees

1. EyeOPENER guarantees that deliveries are in conformity with norms and standards that can be demanded of that service.
2. This does not apply to the event of a default of the delivered as a result of circumstances that are beyond EyeOPENER’s control.

Clause 15 – Examination

1. At the moment EyeOPENER delivers to Client, Client must examine the delivered work. Client must examine whether the delivered work is in conformity with the quantity, quality and other demands that parties agreed upon.
2. Client must notify EyeOPENER in writing of any visible defaults within fourteen days after delivery. Any defaults that are not visible must be notified in writing within thirty days calculated from the day of discovery of such a default. Client must describe the default in detail.

Clause 16 – Complaints

1. Client must file a complaint in writing and within one month after the complaint has raised (or in the event of not visible defaults, one month after Client should have known about the default).
2. If Client files a complaint in time, it does not suspend the payment obligations of Client.
3. If Client does not file a complaint in time, Client will not have a right to recovery, replacement or compensation.

4. In the event of a default and a complaint is filed in time, EyeOPENER will recover, replace or compensate the default within reasonable time after EyeOPENER received a notice in writing.
5. If a complaint is declared unjust, the costs and expenses of EyeOPENER (such as costs out of examination) arising directly or indirectly out of any complaint will be borne by Client.

Clause 17 – Limitation of Liability

1. EyeOPENER is only liable for direct damages of Client arising directly and exclusively out of any failure that is attributable to EyeOPENER.
2. EyeOPENER is not liable for any damages caused by any incomplete or incorrect information that Client provided to EyeOPENER.
3. The right to compensation of the Client will in no event exceed the amount of €2000.
4. The right to compensation of the Client is at least limited to the amount paid by an insurance company.
5. The limitations of liability are valid unless liability cannot be excluded under Dutch law.

Clause 18 – Term of Limitation

The limitation period for all claims and defenses against EyeOPENER is one year.

Clause 19 – Indemnity

1. Client agrees to indemnify and hold EyeOPENER harmless from any claims, liabilities, damages, losses and expenses, as a consequence of the use of any service and such act is not accountable to EyeOPENER.
2. In the event of a claim of a third party, Client will assist EyeOPENER to its best efforts in judicial and out-of-court-settlements.
3. If Client does not act upon an issue in the previous Clauses, EyeOPENER is permitted to act upon such issue. Client shall bear all costs or damages of EyeOPENER relating or arising out of such acts of EyeOPENER.

Clause 20 – Intellectual Property Rights

1. EyeOPENER is the holder of all intellectual property rights (such as any patents, trademarks, trade names, copyrights) on EyeOPENER and of all the software, design, drawings, creations and information made or created by EyeOPENER, are the sole property of EyeOPENER and will remain the sole property of EyeOPENER, regardless whether expenses were charged or improvements were made to those matters.
2. Client may not copy or show (also not for internal use of Client) any of the matters described in the previous Clause to third parties, or disclose any of the matters for any other purpose then they were provided to the Client.

Clause 21 – Confidentiality

1. EyeOPENER shall keep secret and confidential any confidential information received from a Client and shall not disclose any of this confidential information to third parties without the prior written consent of a Client, unless any legal obligation or professional duty obliges EyeOPENER to proclaim that information.
2. EyeOPENER shall not use any information for another purpose then EyeOPENER received the information for, unless EyeOPENER is a party in a legal proceeding and the information is relevant for that procedure.
3. The Client shall keep secret and confidential and shall not disclose any information relating to the content of any agreement, order, offer, report, advice or any other writing of EyeOPENER to third parties.

Clause 22 – Invalidity

The invalidity or unenforceability of any provision of these General Terms shall not affect the validity or enforceability of any other provision of these General Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.

Clause 23 – Inconsistencies

In case of conflict between or inconsistency of the provisions of these General Terms and the actual agreement, the provisions of the actual agreement shall prevail.

Clause 24 – Governing Law

Dutch Law.

Clause 25 – Jurisdiction

Court of Amsterdam.