Terms & Conditions

Article 1 - Definitions

In these terms and conditions shall apply:

Supplementary agreement: an agreement whereby the consumer acquires products and/or services in connection with a distance contract and these goods and/or services are supplied by the entrepreneur or by a third party on the basis of an agreement between that third party and the entrepreneur;
Client: the natural or legal person who is acting for purposes relating to his trade, business, craft or profession;
Day: Calendar;
Durable medium: any instrument – including e-mail – that enables the consumer or entrepreneur to store information addressed personally to him in a way accessible for future consultation or use for a period of time adequate for the purposes of the information and which allows for the unchanged reproduction of the stored information;
Entrepreneur: the natural or legal person who offers products and/or (access to) services remotely to customers;
Agreement: an agreement concluded between the entrepreneur and the customer within the framework of an organised system for distance selling of products and/or services, whereby up to and including the conclusion of the agreement exclusive or partly use is made of one or more techniques for distance communication. These general terms and conditions apply to the agreement;
Product: the equipment supplied by the entrepreneur (such as BHV-Knop and gateways/base stations) and/or applications and/or services;
Technology for distance communication: means that can be used to conclude an agreement, without the customer and the entrepreneur having to be in the same room at the same time.

Article 2 - Identity of the entrepreneur

X-Guard BV

Emery Street 20

7554 TV Hengelo

Phone number: 088 126 12 12

E-mail: [email protected]

Chamber of Commerce: 06081323

VAT identification number: NL805375259B01

Article 3 - Applicability

These general terms and conditions apply to every offer made by the entrepreneur and to every distance contract concluded between the entrepreneur and the customer.
If the distance contract is concluded electronically, the text of these general terms and conditions can be made available to the customer electronically before the distance contract is concluded, in such a way that the customer can easily store them on a durable data carrier. If this is not reasonably possible, it will be indicated before the distance contract is concluded where the general terms and conditions can be consulted electronically and that they will be sent free of charge to the customer electronically or otherwise at the customer's request.
In the event that specific product or service conditions apply in addition to these general terms and conditions, the second paragraph applies accordingly and the customer can always invoke the applicable provision that is most favourable to him in the event of conflicting conditions.

Article 4 - The offer

If an offer is of limited duration or subject to conditions, this will be explicitly stated in the offer.
The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to enable the customer to properly assess the offer. If the entrepreneur uses images, these are a true representation of the products and/or services offered. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
Each offer contains such information that it is clear to the customer what rights and obligations are attached to the acceptance of the offer.

Article 5 - The Agreement

Subject to the provisions of paragraph 4, the agreement is concluded at the time the customer accepts the offer and meets the conditions set therein.
If the customer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the customer can dissolve the agreement.
If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the customer can pay electronically, the entrepreneur will take appropriate security measures.
The entrepreneur can, within legal frameworks, inform himself whether the customer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the agreement. If the entrepreneur, based on this investigation, has good reasons not to enter into the agreement, he is entitled to refuse an order or request with reasons or to attach special conditions to the execution.
The entrepreneur will send the following information to the customer at the latest upon delivery of the product or service, in writing or in such a way that the customer can store it in an accessible manner on a durable data carrier:
1. contact details of the entrepreneur where the customer can go with complaints;
2. The information about guarantees and existing post-purchase service;
3. the price including all taxes of the product or service; where applicable, the costs of delivery; and the method of payment, delivery or performance of the agreement.
In the event of an overdraft transaction, the provision in the previous paragraph applies only to the first delivery.

Article 6 - The price

Changes in cost-increasing factors that occur after the agreement has been concluded may be passed on to the customer by the entrepreneur.
The prices stated in the offer of products or services are in Euros and exclusive of VAT.
The entrepreneur is entitled to apply an inflation correction annually and once a year – depending on the duration of the agreement – based on a change in the monthly price index figure according to the Consumer Price Index (CPI) series for all households (whereby 2015=100), as published by Statistics Netherlands. The changed price is calculated according to the formula: the changed price is equal to the price applicable on the change date, multiplied by the index figure of the calendar month that is four calendar months before the calendar month in which the price is adjusted, divided by the index figure of the calendar month that is sixteen calendar months before the calendar month in which the price is adjusted.

Article 7 - Payment

Without prejudice to the provisions of paragraph 2 of this article, the customer shall pay the amounts charged to her to the entrepreneur within the payment term stated on the invoice. All payments shall be made to a giro or bank account number to be designated by the entrepreneur.
The entrepreneur is at all times free to invoice in deviation from the provisions of paragraph 2 of this article and/or, before performing (further), to require the customer to make (partial) advance payment of the agreed amounts or to require the customer to provide adequate security for the amounts that the entrepreneur, whether or not due and payable, has or will have to claim from the customer under the agreement, such at the entrepreneur's discretion.
All amounts charged to the customer must be paid without discount or deduction. The customer is not authorized to offset. Furthermore, the customer is not entitled to suspend any payment obligation towards the entrepreneur. Questions about the invoice do not suspend the customer's payment obligation either.
The customer is in default by the mere expiry of a payment term. In that case, all claims, on whatever grounds, of the entrepreneur on the customer are immediately due and payable.
The customer shall, without further notice of default, owe default interest on all amounts not paid by the last day of the payment term, from that day onwards, at the statutory (commercial) interest rate applicable at that time, increased by 5%.
If the customer is in default towards the entrepreneur, he is obliged to fully reimburse the entrepreneur for all extrajudicial and judicial costs incurred.
If the entrepreneur, after the customer is in default, sends payment reminders or other requests for payment to the customer, these do not affect the provisions of paragraphs 4, 5 and 6.
Any amount that the entrepreneur receives from the customer will first serve to satisfy any claims that the entrepreneur may have on the customer with respect to which the entrepreneur has not made a retention of title or can no longer enforce this retention of title. Thereafter, any amount that the entrepreneur receives from the customer will first serve to satisfy any interest, damages and costs that may be due.

Article 8 – General obligations of the entrepreneur

The entrepreneur will make every effort to perform the agreement in accordance with the requirements of good workmanship to the best of his knowledge and ability, based on the state of science known at that time; the scope of the entrepreneur's obligations depends on the provisions of the agreement and furthermore on the customer's own responsibilities or obligations or those of third parties engaged by or on behalf of the customer.
The entrepreneur is obliged to do what is required by law, the requirements of reasonableness and fairness or usage, based on the nature of the agreement.
The entrepreneur ensures that she is aware of the statutory regulations and government decrees that are relevant to the performance of the agreement, as well as of regulations and regulations of a special nature, including but not limited to privacy regulations and regulations or requirements in the field of (protection of) data management. If and to the extent that the regulations or regulations referred to in the previous sentence impose obligations on the entrepreneur, she will comply with them. The entrepreneur is obliged to handle the data disclosed to her with such care as is required by the confidential nature thereof, all in accordance with the General Data Protection Regulation. This care includes, among other things, ensuring that data is stored and preserved in such a way that unauthorized third parties cannot reasonably take note of it. The entrepreneur is also obliged to maintain strict confidentiality of everything that has become known to her when entering into and performing the agreement, unless the law opposes this. The duty of confidentiality also extends to the identity of the customer. The entrepreneur also imposes this duty of confidentiality on her own staff and on third parties engaged by her. The duty of confidentiality shall continue to apply after suspension of the performance of the agreement or termination of the agreement.

Article 9 – General customer obligations, inspection and complaints

The customer is obliged to warn the entrepreneur in writing and within a reasonable time, if he has actually noticed a shortcoming of the entrepreneur or should have been aware of it. Any complaints must be reported to the entrepreneur in writing by registered mail within 8 days after receipt of the product.
Defects that could not reasonably have been discovered within the period specified in Article 9.1. must be reported to the entrepreneur in writing by registered mail without delay after discovery.
The customer is obliged to return the defective product to the entrepreneur without delay after discovering the defect.
If the customer complains about defects in the product in a timely, correct and, in the opinion of the entrepreneur, justified manner, the liability arising therefrom for the entrepreneur is limited to the obligation described in article 15.6., taking into account the other provisions of article 15.
The customer is obliged:
1. To check the status of the functioning of the products and/or the agreed services supplied by the entrepreneur using the online dashboard;
2. To check the transmission power of the supplied gateways (the entrepreneur has only provided an indication with regard to the transmission power from which the customer cannot derive any rights);
3. To take care of the configuration and implementation of the delivered products and/or the agreed services;
4. To ensure that the BHV Button is updated yourself;
5. At your own risk and responsible for installing the BHV button and gateway.
6. The customer is not allowed to:
  - To remove the SIM card from the gateway;
  - To reset the gateway.

Article 10 - Dissolution

If the customer or the entrepreneur fails to meet their obligations under the agreement, the other party, without prejudice to the provisions in the agreement, is entitled to dissolve the agreement extrajudicially by means of a registered letter. The dissolution will only take place after the defaulting party has been given written notice of default and a reasonable period has been offered to remedy the shortcoming.
Furthermore, one party is entitled, without any notice of default or notice of default being required, to terminate the agreement extrajudicially and with immediate effect, in whole or in part, by means of a registered letter if:
- The other party applies for (provisional) suspension of payments or this party is granted (provisional) suspension of payments;
- The other party files for its own bankruptcy or is declared bankrupt;
- The other party's business is liquidated or ceased.

Article 11 - Delivery and execution

The entrepeneur will take the greatest possible care when receiving and implementing orders for products and when assessing applications for the provision of services.
The place of delivery is the address that the customer has made known to the entrepreneur.
Taking into account what is stated in article 4 of these general terms and conditions, the entrepreneur will execute accepted orders with due speed but at the latest within 30 days, unless another delivery period has been agreed. If the delivery is delayed, or if an order cannot be executed or can only be executed in part, the customer will receive notification of this at the latest 30 days after placing the order. In that case, the customer has the right to terminate the agreement without costs and is entitled to any compensation.
After dissolution in accordance with the previous paragraph, the entrepreneur will immediately refund the amount paid by the customer.
The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the customer or a previously designated representative made known to the entrepreneur, unless expressly agreed otherwise.

Article 12 – Duration, termination and extension

Duration and termination:
- If an agreement has a duration of more than one year, the customer (if acting for purposes outside his business or professional activity) may terminate the agreement at any time after one year with a notice period of no more than one month, unless reasonableness and fairness oppose termination before the end of the agreed term. For the customer acting for purposes within his business or professional activity, a notice period of one year applies.
Extension:
- An agreement entered into for a fixed period and aimed at the regular delivery of products or services will be tacitly extended or renewed for the same fixed period.

Article 13 – Ownership, retention of title

Offers and specifications remain the property of the entrepreneur.
Notwithstanding actual delivery of products by the entrepreneur, ownership of the products will only be transferred to the customer after the customer has paid in full everything that he owes or will owe to the entrepreneur under any agreement.

Article 14 - Warranty

The entrepreneur guarantees to the customer that the product meets all legal requirements and that which has been agreed in this regard during the term of the agreement, provided that it is used normally and carefully, all (oral) instructions given for this use and own responsibilities and obligations are strictly and fully complied with by the customer and without prejudice to the provisions of article 14.3. The customer is entitled to a guarantee on the BHV-Knob supplied by the entrepreneur for as long as the subscription is active. A guarantee period of two years after delivery applies to the other products supplied by the entrepreneur.
Provided that the complaint has been made in a timely, correct and in accordance with the provision of article 9 and that it has been sufficiently demonstrated that the product does not correspond to what was agreed in this regard, the entrepreneur has the choice of either replacing the defective product or having it repaired. By fulfilling one of the above-mentioned performances, the entrepreneur is fully discharged of its obligations in this regard.
In the following circumstances, the entrepreneur shall in no event be subject to the obligations described in Article 14.2:
- if the customer has not notified the entrepreneur of the defect in writing by registered mail within 8 days of discovering it;
- if defects in the product are the result of normal wear and tear, improper use or negligence on the part of the customer;
- if the product is not used in accordance with its intended purpose;
- if the customer has failed to fulfil any responsibilities or obligations incumbent on him with regard to the product;
- if a defect has arisen as a result of a product used by the customer himself;
- the customer has acted in breach of the obligations referred to in Article 9.

Article 15 - Liability

If the entrepreneur is liable, then this liability is limited to what is regulated in this article.
The entrepreneur is not liable for any damage, of whatever nature, which is (partly) the result of the customer's failure to correctly, timely or completely fulfil obligations incumbent on the customer under the agreement or these general terms and conditions.
Furthermore, the entrepreneur is not liable for damage that is (partly) caused by the customer's failure to correctly, timely or completely follow instructions and advice from the entrepreneur or third parties engaged by the entrepreneur.
The total liability of the entrepreneur due to a demonstrable attributable shortcoming in the performance of the agreement or for any other reason, is in all cases limited to compensation for the direct material damage suffered by the customer as a result.
The entrepreneur is never liable for indirect damage, including, but not limited to, business damage, consequential damage, loss of profit and/or stagnation damage, missed savings and damage due to loss, destruction or mutilation of data.
If the entrepreneur is liable for any (direct) damage, then the entrepreneur's liability is in any case limited to re-delivery of the products in question or to reimbursement of the purchase price paid by the customer.
The limitations of the entrepreneur's liability included in this article do not apply if the damage can be demonstrably attributed to intent or gross negligence on the part of the entrepreneur.
If and to the extent that the customer has insured any risk associated with the agreement, he is obliged to claim any damages under that insurance and to indemnify the entrepreneur against any claims for recovery from the insurer.
The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply in favor of all (legal) persons used by the entrepreneur in the execution of the agreement.
The customer is always liable for damage to and loss of products delivered to her under retention of title.

Article 16 - Force majeure

The entrepreneur is not obliged to fulfil any obligation towards the customer if he is prevented from doing so as a result of a circumstance that is not attributable to fault, nor for which he is responsible under the law, a legal act or generally accepted views.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the entrepreneur has no influence, but which prevent the entrepreneur from fulfilling its obligations. In this context, force majeure is defined as the situation in which, beyond the entrepreneur's control, the network and/or telephone connection and/or internet connection used by the customer no longer works (sufficiently) and the situation in which the supplier of hardware or the provider of the customer places updates and/or does not (any longer) maintain necessary updates and/or operating systems, all with the result that the entrepreneur's system no longer works or does not function properly.
The entrepreneur is entitled to suspend its obligations under the agreement during the period that force majeure continues.
If the force majeure situation continues for more than six (6) months, each of the parties is entitled to terminate the agreement in writing in whole or in part, to the extent that the force majeure situation justifies this, without any obligation to compensate the other party for damages. In such a case, however, the customer is still obliged to accept the products ordered and already produced by her and to pay for them, as well as to pay for the products already in her possession but not paid for.
The parties will inform each other as soon as possible of a (impending) force majeure situation.

Article 17 – Applicable law and disputes

These general terms and conditions and the quotations and agreements to which they have been declared applicable are governed exclusively by Dutch law.
All disputes, including those that are considered as such by only one of the parties, that may arise as a result of an offer or an agreement made, or these general terms and conditions, will be submitted to the competent (ordinary) court in the district of the place of establishment of the entrepreneur.
If any provision of these general terms and conditions should conflict with any mandatory legal provision, the provision in question will lapse and will be replaced by a legally permissible comparable provision to be determined by the entrepreneur. The general terms and conditions will otherwise remain in force.

General terms and conditions BHV-Knop.nl September 28, 2023