General Terms and Conditions VB Optimum B.V.
Version: 1.0 – Date: June 28, 2025
Article 1. Definitions and Applicability
1.1 In these terms, the following definitions apply:
"VB Optimum": the private limited liability company VB Optimum B.V., established in [city], registered with the Dutch Chamber of Commerce under number [KvK-number].
"Client": any natural or legal person making use of VB Optimum’s services.
"Services": all work, products, software access, and advice provided by VB Optimum, including but not limited to: consultancy, monitoring, system control, energy management, and data-driven optimization.
"Software": the cloud-based tools offered by VB Optimum for the control, optimization, and analysis of HVAC and electrical assets.
1.2 These general terms and conditions apply to all offers, agreements, and legal actions under which VB Optimum provides services.
1.3 Deviations from these terms are only valid if confirmed in writing.
Article 2. Amendments to the Terms
2.1 VB Optimum reserves the right to unilaterally amend these terms. Changes will be communicated to the client at least 30 days before they take effect.
2.2 If the client does not agree with the changes, they may terminate the agreement in writing with a 14-day notice period.
Article 3. Formation of the Agreement
3.1 An agreement is concluded when VB Optimum confirms an order in writing or commences execution of the services.
3.2 Additional agreements or changes are binding only if confirmed in writing.
Article 4. Client Obligations
4.1 The client shall provide all necessary information and cooperation required for proper execution of the agreement.
4.2 The client is responsible for the correct use of the software and services and for adhering to VB Optimum’s instructions.
Article 5. Performance of Services
5.1 VB Optimum shall perform its services to the best of its abilities and insights.
5.2 VB Optimum is entitled to engage third parties in the execution of services.
5.3 If a service depends (partly) on external suppliers or components, VB Optimum will endeavor to maintain service continuity or provide suitable alternatives.
Article 6. Software Use
6.1 The client obtains a non-exclusive, non-transferable license to use the software during the term of the agreement.
6.2 The client may not copy, modify, distribute, or reverse engineer the software unless legally permitted.
Article 7. Prices and Payment
7.1 All prices are exclusive of VAT and other government-imposed charges.
7.2 Payment must be made within 30 days of the invoice date unless agreed otherwise in writing.
7.3 If the payment term is exceeded, the client is legally in default and statutory interest is due.
Article 8. Liability and Force Majeure
8.1 VB Optimum is only liable for direct damage resulting from an attributable failure in the performance of the agreement.
8.2 Liability is limited to the amount invoiced for the assignment, with a maximum of €10,000 per incident or series of related incidents.
8.3 VB Optimum is not liable for damages resulting from the bankruptcy or (temporary) unavailability of suppliers. It will endeavor to provide an alternative or reasonable transition.
8.4 If external factors, such as legal changes, market shifts, or delivery problems, make the agreement unreasonably burdensome or impossible, VB Optimum may suspend or terminate it. VB Optimum will try to continue service or offer alternatives.
8.5 Force majeure includes, but is not limited to: network outages, government measures, cyberattacks, strikes, or supplier force majeure. VB Optimum may suspend or terminate the agreement without liability and will aim to limit the impact and offer alternatives.
8.6 If VB Optimum uses third-party software or systems in its services (e.g., EMS or HVAC platforms), its liability is limited to what it can recover from that supplier. VB Optimum will reasonably attempt to recover damages from that party.
8.7 If damage is (partly) caused by defects in third-party software or services, and the third party can be held liable, the client agrees that VB Optimum is only required to compensate to the extent it is compensated by that third party.
Article 9. Intellectual Property
9.1 All IP rights to the software and other materials remain with VB Optimum or its licensors.
9.2 The client only obtains the usage rights explicitly granted by these terms or in writing.
Article 10. Privacy and Data Processing
10.1 VB Optimum will comply with applicable privacy laws in executing the agreement.
10.2 If VB Optimum acts as a processor, additional terms will be laid down in a separate data processing agreement.
Article 11. Term and Termination
11.1 The agreement is concluded for an indefinite period unless agreed otherwise in writing.
11.2 Both parties may terminate the agreement in writing with one month's notice.
11.3 VB Optimum may terminate the agreement immediately if the client is in default or declared bankrupt.
Article 12. Suspension
12.1 VB Optimum may suspend its obligations if the client fails to meet theirs.
Article 13. Governing Law and Jurisdiction
13.1 Dutch law exclusively applies to these terms.
13.2 Disputes will be submitted to the competent court in Amsterdam, unless mandatory law dictates otherwise.
Article 14. Final Provisions
14.1 If any provision is null or void, the remaining provisions remain valid.
14.2 Parties will consult to replace the invalid provision with one that most closely reflects the intended purpose.
Article 15. Confidentiality and Security
15.1 Both parties shall keep all confidential information strictly confidential.
15.2 VB Optimum shall take appropriate technical and organizational measures to protect data and systems against loss, unauthorized access, or damage.
15.3 These obligations remain in effect even after the agreement ends.
Geldermalsen
KVK: Arnhem 88485250