General Conditions

1. Definitions

1.1 OPS: Refers to Open Pixel Systems BV, a company specializing in project-based embedded systems solutions, and a member of the TMC (Triple BV) group.

1.2 Client: Any natural or legal person engaging OPS for Services.

1.3 Services: The project-based services provided by OPS, including but not limited to designing, developing, and integrating embedded system solutions.

1.4 Agreement: Any contract between OPS and the Client for the provision of Services, including these General Terms and Conditions and any Specific Terms and Conditions.

1.5 Specific Terms and Conditions: The detailed terms applicable to a particular project or service, agreed upon in writing by both OPS and the Client.

2. Applicability

2.1 These General Terms and Conditions apply to all offers, tenders, and Agreements whereby OPS provides Services to the Client.

2.2 Any deviations or additions to these terms are only binding if agreed upon in writing by both parties in the Specific Terms and Conditions.

2.3 The applicability of any general terms and conditions used by the Client is expressly rejected.

3. Offers and Formation of Agreements

3.1 All offers and tenders by OPS are non-binding and subject to change unless explicitly stated otherwise.

3.2 An Agreement is formed only when OPS confirms acceptance of an assignment from the Client in writing or when OPS commences the execution of the Services.

3.3 Changes or additions to the Agreement are only valid if agreed upon in writing by both parties.

4. Execution of Services

4.1 OPS shall execute the Services to the best of its ability, with due care and professionalism, in accordance with the Agreement.

4.2 OPS reserves the right to engage third parties or subcontractors in the execution of the Services, ensuring that such parties are bound by the same confidentiality and quality standards as OPS.

4.3 The Client shall provide OPS with all necessary information, access, and cooperation required for the proper execution of the Services.

5. Fees and Payment

5.1 Fees for Services are outlined in the Specific Terms and Conditions.

5.2 Invoices are payable within thirty (30) days from the invoice date, unless otherwise agreed in writing.

5.3 In case of late payment, OPS reserves the right to charge interest at the rate of 1% per month from the due date until full payment is received.

5.4 All costs incurred by OPS in collecting overdue payments, including legal fees, are payable by the Client.

6. Intellectual Property

6.1 Unless otherwise agreed in writing, all intellectual property rights arising from the Services remain with OPS.

6.2 The Client is granted a non-exclusive, non-transferable license to use the deliverables solely for internal purposes, upon full payment of all fees due.

6.3 The Client shall not disclose, reproduce, or modify the deliverables without OPS's prior written consent.

7. Confidentiality

7.1 Both parties shall treat all information received from the other party that is marked as confidential or can reasonably be considered confidential, as strictly confidential.

7.2 Confidential information shall not be disclosed to third parties without prior written consent from the disclosing party, except as required by law or as necessary for the execution of the Agreement.

8. Liability

8.1 OPS's liability for damages arising from or in connection with the Agreement is limited to the amount invoiced for the Services that gave rise to the liability.

8.2 OPS is not liable for indirect or consequential damages, including but not limited to loss of profits, data, or business opportunities.

8.3 The Client shall indemnify and hold OPS harmless from any claims by third parties arising from the Client's use of the deliverables or Services.

9. Termination

9.1 Either party may terminate the Agreement with immediate effect if the other party commits a material breach of its obligations and fails to remedy such breach within fourteen (14) days of receiving written notice.

9.2 Upon termination, the Client shall pay for all Services rendered up to the date of termination.

9.3 Provisions that by their nature are intended to survive termination, including but not limited to confidentiality, intellectual property, and liability clauses, shall remain in effect.

10. Governing Law and Dispute Resolution

10.1 The Agreement is governed by and construed in accordance with the laws of Belgium.

10.2 Any disputes arising from or in connection with the Agreement shall be resolved amicably between the parties.

10.3 If an amicable resolution is not possible, disputes shall be submitted to the exclusive jurisdiction of the competent courts in Brussels, Belgium.

11. Miscellaneous

11.1 If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.2 OPS reserves the right to amend these General Terms and Conditions. Such amendments shall take effect thirty (30) days after written notification to the Client, unless the Client objects in writing within that period.

11.3 The Client may not assign or transfer any rights or obligations under the Agreement without OPS's prior written consent.