Terms and Conditions

Optum Nova

Article 1: General

  1. These terms and conditions apply to every offer, quotation and agreement between Optum Nova and a Client where Optum Nova has declared these terms and conditions applicable, unless the parties have explicitly and in writing deviated from them.
  2. Optum Nova works exclusively for Clients acting in the course of a profession or business. These terms and conditions are not intended for agreements with consumers.
  3. These terms and conditions also apply to the work of third parties engaged by Optum Nova in the context of the assignment.
  4. These terms and conditions are also made for the benefit of the directors and employees of Optum Nova.
  5. The applicability of any purchase or other conditions of the Client is expressly rejected.
  6. If one or more provisions of these terms and conditions are at any time wholly or partially void or nullified, the remaining provisions remain fully applicable. Optum Nova and the Client will then consult to agree on new provisions to replace the void or nullified provisions, maintaining the purpose and intent of the original provisions as much as possible.
  7. If there is ambiguity about the interpretation of one or more provisions of these terms and conditions, they are to be interpreted in the spirit of these provisions.
  8. If a situation arises between the parties that is not covered by these terms and conditions, it is to be assessed in the spirit of these terms and conditions.
  9. If Optum Nova does not always demand strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that Optum Nova loses the right to demand strict compliance in other cases.

Article 2: Quotations and offers

  1. All quotations and offers from Optum Nova are non-binding unless a deadline for acceptance is specified in the quotation. If no acceptance deadline is specified, the offer expires after 30 days.
  2. Optum Nova cannot be held to its quotations or offers if the Client can reasonably understand that they, or parts of them, contain an obvious mistake or clerical error.
  3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, and of any costs incurred in the context of the agreement, such as travel, accommodation, shipping and administrative costs, unless stated otherwise.
  4. If the Client's acceptance deviates (whether on minor points or not) from the offer, Optum Nova is not bound by it. The agreement is then not concluded in accordance with this deviating acceptance, unless Optum Nova indicates otherwise.
  5. A combined price quote does not oblige Optum Nova to perform part of the assignment for a corresponding part of the stated price. Offers and quotations do not automatically apply to future assignments.

Article 3: Contract duration, deadlines, execution and amendments

  1. The agreement between Optum Nova and the Client is entered into for the term set out in the quotation or order confirmation. If no term is set out, the agreement is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties explicitly and in writing agree otherwise.
  2. If a term is agreed or specified for the execution of certain work or the delivery of certain results, this is never a strict deadline. If a term is exceeded, the Client must give Optum Nova written notice of default, allowing a reasonable period to still perform the agreement.
  3. Optum Nova will perform the agreement to the best of its knowledge and ability and in accordance with good craftsmanship, based on the state of knowledge at that time.
  4. Optum Nova has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
  5. If work is performed at the Client's site or at another location designated by the Client, the Client will provide the necessary facilities free of charge.
  6. Optum Nova may perform the agreement in phases and invoice each completed phase separately.
  7. If the information required to perform the agreement is not provided to Optum Nova on time, Optum Nova may suspend performance and/or charge the Client the additional costs caused by the delay. The execution period does not start until the Client has provided the required information.
  8. Amendments to the agreement, whether at the request of the Client, the authorities or other parties, may affect the price, timeline and scope of the agreement.

Article 4: Suspension, termination and interim cancellation

  1. Optum Nova may suspend its obligations or terminate the agreement if the Client fails to meet its obligations in full or on time, or if circumstances that come to Optum Nova's attention after the agreement is concluded give good reason to fear that the Client will not meet its obligations.
  2. Upon termination, all claims of Optum Nova against the Client become immediately due.
  3. Optum Nova is not liable for damages resulting from suspension or termination.
  4. If the termination is attributable to the Client, the Client must compensate Optum Nova for the resulting damages and costs.

Article 5: Force majeure

  1. Optum Nova is not obliged to fulfil any obligation towards the Client if it is hindered by a circumstance that is not its fault and not for its account by law, legal act or generally accepted standards, including in any case strikes, natural disasters and unforeseen delays.
  2. During a force majeure event, Optum Nova's obligations are suspended. If the event lasts longer than 12 months, either party may terminate the agreement.
  3. If Optum Nova has already partly fulfilled its obligations, or will be able to, and the fulfilled part has standalone value, Optum Nova may invoice that part separately.

Article 6: Payment and collection costs

  1. Unless otherwise agreed, payment must be made within 10 days of the invoice date, in the currency invoiced.
  2. If the Client fails to pay an invoice on time, the Client is in default by operation of law and owes the statutory commercial interest.
  3. All reasonable extrajudicial collection costs and legal costs are borne by the Client.

Article 7: Retention of title and right of use

  1. All results delivered by Optum Nova under the agreement, such as reports, analyses, plans, presentations, configurations and other documents and materials, remain the property of Optum Nova until the Client has fully met all obligations under the agreement(s) with Optum Nova.
  2. The right of use referred to in Article 11 passes to the Client only after all amounts due have been paid in full.
  3. The Client may not sell, transfer, pledge or otherwise encumber the results subject to this retention.

Article 8: Quality, inspection and complaints

  1. Optum Nova performs its work with the care that may be expected of a good contractor. Optum Nova's obligations are best-efforts obligations, not obligations of result, unless explicitly agreed otherwise in writing.
  2. Optum Nova does not guarantee that the Client will achieve a particular commercial result with the advice and results delivered. Any claim lapses in case of improper use of the results, changes made by the Client or third parties without Optum Nova's consent, or external causes beyond Optum Nova's control.
  3. Complaints about the work performed or the results delivered must be reported to Optum Nova in writing, with reasons, within 14 days of discovery and no later than 30 days after completion of the work concerned. After this period, the Client is deemed to have accepted the work and results.
  4. A complaint does not suspend the Client's payment obligation.

Article 9: Liability

  1. If Optum Nova is liable, its liability is limited to the amount paid out by Optum Nova's liability insurer in the case concerned. If the insurer does not pay out or the damage is not covered by the insurance, liability is limited to the invoice value of the assignment.
  2. Optum Nova is only liable for direct damages. Optum Nova is never liable for indirect or consequential damages, including loss of profit, missed savings and business interruption.
  3. The limitations in this article do not apply if the damage is caused by intent or deliberate recklessness on the part of Optum Nova.

Article 10: Indemnification

The Client indemnifies Optum Nova against claims from third parties who suffer damage in connection with the performance of the agreement where the cause is attributable to the acts or omissions of the Client.

Article 11: Intellectual property

  1. Optum Nova retains all intellectual property rights arising from or related to the agreement, unless explicitly agreed otherwise in writing. This also applies to the methods, approaches, models and know-how Optum Nova uses or develops in performing the agreement.
  2. Subject to full payment, the Client obtains a non-exclusive, non-transferable right to use the results delivered to it for its own business operations, within its own organisation and for the purpose for which they were prepared.
  3. The Client may not reproduce, publish or make the results available to third parties without Optum Nova's prior written consent, other than for its own business operations.

Article 12: Governing law and disputes

  1. All legal relationships to which Optum Nova is a party are governed exclusively by Dutch law.
  2. Disputes are settled at first instance exclusively by the competent court of the District Court of Midden-Nederland, unless mandatory law stipulates otherwise.

Article 13: Availability and interpretation

  1. These terms and conditions are available on request via info@optumnova.nl and can be viewed online at https://optumnova.com/termsandconditions.
  2. The Dutch version of these terms and conditions prevails in case of any dispute about their interpretation.