Terms of Service

Below are the terms and conditions applicable to the use of OGSM's services and templates.

These are the Terms and Conditions of OGSM.com (hereinafter referred to as “OGSM.com”), a company located at Admiraal de Ruijterweg 101-1, 1056 EV, Amsterdam, Netherlands. All rights and obligations mentioned in these Terms and Conditions apply to all trade names. OGSM.com, including the trade name “OGSM.com”, is registered with the Chamber of Commerce under number 95608567.

Definitions

In these Terms and Conditions, the following terms have the meanings set forth below, unless expressly stated otherwise:

Terms and Conditions: These general terms and conditions as stated below.
Company: The Counterparty acting in the exercise of a business or profession.
BW: The Dutch Civil Code.
Service: All activities, in any form, that OGSM.com performs for or on behalf of the Counterparty.
Assignment: All activities, in any form, that OGSM.com performs for or on behalf of the Counterparty.
Agreement: Any agreement concluded between OGSM.com and the Counterparty.
Counterparty: The Company that has accepted these Terms and Conditions and has commissioned the performance of a Service.

Unless the Terms and Conditions expressly state otherwise, the singular is deemed to include the plural and vice versa, and references to a masculine form are deemed to include references to a feminine form and vice versa.

Applicability

These Terms and Conditions apply to every offer and Agreement concluded between OGSM.com and the Counterparty, unless expressly deviated from in writing by the parties.
These Terms and Conditions also apply to agreements with OGSM.com for the execution involving third parties.
The applicability of the Counterparty's general terms and conditions is expressly rejected.
Deviations from the Agreement and Terms and Conditions are only valid if expressly agreed upon in writing between the parties.

Offers

All offers, unless expressly stated otherwise, are considered non-binding offers that can be revoked at any time, even if they contain a deadline for acceptance. Offers can also be revoked by OGSM.com immediately after receipt of acceptance, but no later than within two business days, in which case no Agreement is established between the parties.
All offers from OGSM.com are valid for 30 days, unless stated otherwise.
OGSM.com cannot be bound by its offers if the Counterparty, based on reasonableness and fairness and common societal standards, should have understood that the offer or a part thereof contains an obvious mistake or typographical error.
If the acceptance deviates from the offer stated in the offer, whether on main or minor points, OGSM.com is not bound by it. The Agreement does not come into existence in accordance with this deviating acceptance unless OGSM.com indicates otherwise.

Formation of Agreement

The Agreement is concluded by the Counterparty's acceptance of OGSM.com's offer.
Offers can only be accepted in writing (including electronically). However, OGSM.com is entitled to accept oral acceptance as if it were done in writing.
The Agreement between the parties is concluded either when an order confirmation is signed by both the Counterparty and OGSM.com or when OGSM.com actually begins execution.
The Agreement replaces and supersedes all previous proposals, correspondence, agreements, or other communications, whether written or oral.

Execution of Agreement

OGSM.com will execute the Agreement to the best of its knowledge and ability, in accordance with the standards of good craftsmanship. Regarding the intended activities, OGSM.com undertakes a commitment to make reasonable efforts. The application of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
OGSM.com determines how and by which person(s) the Assignment will be executed. OGSM.com is entitled to have certain activities carried out by third parties.
OGSM.com is entitled to execute the Agreement in phases. If the Agreement is executed in phases, OGSM.com has the right to invoice each completed phase separately. If and as long as this invoice is not paid by the Counterparty, OGSM.com is not obliged to execute the next phase and has the right to suspend the Agreement.
OGSM.com is entitled to the previously scheduled holidays, despite any minimum hours that may have been agreed upon in the Agreement.

Amendments and Additional Work

If, during the execution of the Agreement, it becomes apparent that it is necessary to amend or supplement the Agreement for proper execution, OGSM.com will inform the Counterparty as soon as possible. The parties will then timely and mutually agree to amend the Agreement.
If the parties agree to amend/supplement the Agreement, the completion time of the execution may be affected accordingly. OGSM.com will inform the Counterparty as soon as possible.
If the amendment or supplement to the Agreement will have financial, quantitative, and/or qualitative consequences, OGSM.com will inform the Counterparty in advance.
If a fixed rate or fixed price has been agreed upon when concluding the Agreement, OGSM.com will indicate to what extent the amendment/supplement to the Agreement affects the rate/price. OGSM.com will attempt to provide a price estimate in advance, as much as possible.
OGSM.com cannot charge additional costs if the amendment/supplement is due to circumstances attributable to OGSM.com.
Amendments to the originally concluded Agreement between the parties are only valid from the moment they are accepted by both parties through an additional or amended Agreement.

Obligations of the Counterparty

The Counterparty ensures that all data, equipment, or spaces that OGSM.com indicates as necessary or that the Counterparty can reasonably be expected to understand as necessary for executing the Agreement are available in a timely manner. Additionally, the Counterparty must grant OGSM.com all necessary authorities and authorizations required to properly execute the Assignment.
OGSM.com is not liable for any damage, of any nature, caused by OGSM.com relying on incorrect and/or incomplete data provided by the Counterparty, unless the inaccuracy or incompleteness should have been apparent to OGSM.com.
The Counterparty ensures that the employees of the Counterparty's organization involved in the activities are available in a timely manner.
The Counterparty must refrain from behaviors that make it impossible for OGSM.com to properly execute the Assignment.
If OGSM.com or third parties engaged by OGSM.com perform activities at the Counterparty's location or a location designated by the Counterparty as part of the Assignment, the Counterparty must provide the reasonably desired facilities free of charge.
If the Counterparty fails to fulfill its obligations as outlined in this section, OGSM.com has the right to suspend the execution of the Agreement and/or charge the Counterparty for any additional costs resulting from the delay at the usual price or rates.

Prices

Unless expressly agreed otherwise in writing, the prices and rates indicated by OGSM.com are always exclusive of VAT.
The prices and rates are exclusive of shipping, travel, accommodation, and other expenses, unless agreed otherwise.
If no rate has been expressly agreed upon, the rate will be determined based on the actual hours spent and OGSM.com's usual rates.
OGSM.com will provide the Counterparty with information about all additional costs in a timely manner before concluding the Agreement or provide data based on which these costs can be calculated by the Counterparty.
If OGSM.com agrees to a fixed price or fixed rate when concluding the Agreement, it is entitled to increase this, even if the price or rate was not originally given subject to conditions.
If OGSM.com intends to change the price or rate, it will inform the Counterparty as soon as possible.
If the price or rate increase occurs within three months after concluding the Agreement, the Counterparty can terminate the Agreement by written declaration, unless:
1. the increase results from an authority or an obligation imposed on OGSM.com by law;
2. the increase is due to a rise in the price of raw materials, taxes, production costs, exchange rates, wages, etc., or for other reasons that were not reasonably foreseeable at the time of entering into the Agreement;
3. OGSM.com is still willing to execute the Agreement based on the originally agreed terms; or
4. it has been stipulated that the execution will take place more than three months after concluding the Agreement.

Payment

Payment is made by transferring to a bank account designated by OGSM.com, unless agreed otherwise.
OGSM.com will send an invoice for the amounts owed by the Counterparty. The payment term for each invoice is 14 days after the invoice date, unless otherwise indicated on the invoice or agreed otherwise.
Invoicing occurs monthly, unless agreed otherwise.
OGSM.com and the Counterparty may agree that payment is made in installments proportionate to the progress of the work. If installment payments are agreed upon, the Counterparty must pay according to the installments and percentages stipulated in the Agreement.
Objections to the amount of the invoice do not suspend the Counterparty's payment obligation.
The Counterparty is not authorized to offset any owed amount due to a counterclaim it has asserted.
In the event of non-payment or late payment, the Counterparty is in default automatically without notice of default. From the date the payment becomes due, the Counterparty owes statutory commercial interest until full payment, with interest on a portion of the month being calculated for the entire month.
Regarding extrajudicial (collection) costs, OGSM.com is entitled to compensation of 15% of the total outstanding principal amount with a minimum of €100 for each invoice that is wholly or partially unpaid.
In the event of bankruptcy, suspension of payments, liquidation, general attachment of assets, death, or guardianship, OGSM.com's claims and the Counterparty's obligations towards OGSM.com become immediately due.
Any reasonably incurred legal and enforcement costs are also borne by the Counterparty.

Complaints

The Counterparty must examine the Assignment at the time of execution, but in any case within 7 days after execution, to determine whether the executed Assignment meets the Agreement.
Complaints must be reported to OGSM.com in writing within 7 days after executing the Assignment.
The right to (partial) refund of the price, replacement, or compensation for damage is forfeited if the complaint is not reported within the stipulated period, unless a longer period arises from the nature of the Assignment or circumstances of the case.
The payment obligation is not suspended if the Counterparty informs OGSM.com of the complaint within the stipulated period.

Delivery Period

If a period is agreed or stated for delivery, this period is only indicative and never considered a critical deadline unless expressly agreed otherwise in writing.
OGSM.com is not liable in the event of harmful consequences for the Counterparty due to exceeding delivery periods, unless there is intent or gross negligence on the part of OGSM.com.
If OGSM.com requires data, materials, or instructions from the Counterparty that are necessary for delivery, the delivery time starts once the Counterparty has provided these to OGSM.com.
The agreed delivery periods do not mean that OGSM.com is automatically in default after their expiration. A further written notice of default is required each time, granting OGSM.com a period of at least 14 days to fulfill its obligations.
A notice of default is not required if delivery has become permanently impossible or it has become apparent that OGSM.com will not fulfill its obligations under the Agreement. If OGSM.com does not deliver within this period, the Counterparty has the right to terminate the Agreement in accordance with Article 265 of Book 6 of the Dutch Civil Code.

Force Majeure and Unforeseen Circumstances

A shortcoming cannot be attributed to OGSM.com or the Counterparty if the shortcoming is not due to their fault nor comes under the law, legal action, or prevailing societal standards. In this case, the parties are not obliged to fulfill the obligations arising from the Agreement.
In these Terms and Conditions, force majeure is understood, in addition to what is understood in law and case law, as all external causes, whether foreseeable or not, over which OGSM.com has no influence and which prevent OGSM.com from fulfilling the obligations.
Force Majeure for OGSM.com includes, but is not limited to:‍
1. Strikes;
2. Traffic disruptions;
3. Government measures that prevent OGSM.com from fulfilling its obligations timely or properly;
4. Riots, turmoil, war;
5. Traffic obstructions;
6. Lack of labor;
7. Extreme weather conditions;
8. Fire;
9. Import, export, and/or transit bans; and/or
10. Any circumstance that hinders the normal course of business, making it unreasonable for the Counterparty to demand the fulfillment of the Agreement by OGSM.com.

Termination of Agreement

The parties can terminate the Agreement at any time by mutual consent.
The parties can terminate the Agreement in writing with a notice period of 1 month.
The parties can terminate the Agreement with immediate effect in writing in the event of:
1. An application for or granting of suspension of payments by the other party;
2. An application for bankruptcy or declaration of bankruptcy by the other party; or
3. Liquidation of the other party or non-temporary cessation of the other party’s business.
If the Agreement is terminated, OGSM.com’s claims against the Counterparty become immediately due. If OGSM.com suspends the fulfillment of obligations, it retains its claims from the law and Agreement. OGSM.com always retains the right to claim compensation.

Liability

OGSM.com is only liable for direct damage caused by gross negligence or intent on the part of OGSM.com, and not for more than the amount the insurer pays OGSM.com or up to a maximum of the invoice amount or €5,000, whichever is lower.
Direct damage is exclusively understood as:
1. Reasonable costs to determine the cause and extent of the damage, provided the determination relates to damage as defined in the Terms and Conditions;
2. Reasonable costs incurred to have OGSM.com’s deficient performance of the Agreement remedied, as long as these can be attributed to OGSM.com; or
3. Reasonable costs incurred to prevent or limit damage, provided the Counterparty demonstrates that these costs led to limiting the direct damage as defined in the Terms and Conditions.
OGSM.com is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business interruption, damage as a result of inadequate cooperation and/or information from the Counterparty, damage due to non-binding information or advice provided by OGSM.com that is not explicitly part of the Agreement, and all damage not falling under direct damage as defined in these Terms and Conditions.
OGSM.com is never liable for errors in materials provided by the Counterparty or for misunderstandings or errors regarding the execution of the Agreement if these arise from actions of the Counterparty, such as not providing complete, adequate, and clear data/materials in a timely manner.
OGSM.com is never liable for errors if the Counterparty has previously given approval or has been given the opportunity to conduct a review and has indicated that such a review is not needed.
The liability limitations set forth in this article also apply to third parties engaged by OGSM.com for the execution of the Agreement, and OGSM.com is never liable for damage caused by deficiencies of these engaged third parties.
OGSM.com is not liable for damage or destruction of documents during transportation or mailing, regardless of whether the transportation or mailing is carried out by or on behalf of OGSM.com, the Counterparty, or third parties.

Confidentiality

Both parties are obliged to keep all confidential information obtained from each other or from other sources in the context of the Agreement confidential. Information is considered confidential if the other party has communicated it as such or if this results from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
If, based on a legal provision or a court ruling, OGSM.com is obliged to provide confidential information to third parties designated by law or the competent court, and OGSM.com cannot rely on a legal or court-recognized right of exemption, OGSM.com is not obliged to compensate for any damage, and the Counterparty is not entitled to terminate the Agreement based on any resulting damage.
Notwithstanding the foregoing, OGSM.com is entitled to include the Counterparty’s name on a list of clients, which may be published on the website or through other communications to third parties, unless agreed otherwise.

Indemnification

To the extent permitted by law, the Counterparty indemnifies OGSM.com against liability to one or more third parties arising from and/or related to the execution of the Agreement, regardless of whether the damage was caused or contributed by OGSM.com or its employees, agents, or (sub)supplied Products or Services.
Additionally, the Counterparty indemnifies OGSM.com, to the extent permitted by law, against all third-party claims related to any infringement of these third parties' intellectual property rights.
The Counterparty is always obliged to take all necessary measures to limit the damage.

Intellectual Property

All intellectual property rights on all products, materials, analyses, designs, sketches, software, documentation, advice, reports, (electronic) information, as well as preparatory material developed or provided in the context of executing the Agreement (collectively, the “IP Material”), solely reside with OGSM.com or its licensors.
The Counterparty only obtains any rights and authorities regarding the IP Material that arise from the Agreement and/or that are expressly granted in writing.
The Counterparty is not permitted to transfer any obtained rights or authorities regarding the IP Material to third parties without prior written consent from OGSM.com.
The Counterparty is not permitted to remove or modify any indications of intellectual property rights such as copyrights, trademarks, or trade names from the IP Material unless agreed otherwise.
OGSM.com is permitted to take technical measures to protect the IP Material. If OGSM.com has secured the IP Material through technical protection, the Counterparty is not permitted to remove or circumvent this protection.
Any exploitation, reproduction, use, or disclosure by the Counterparty of the IP Material that falls outside the scope of the Agreement or the granted rights and authorities is considered a violation of OGSM.com’s intellectual property rights.
There will be no violation of intellectual property rights if the Counterparty has obtained explicit written permission from OGSM.com to exploit, reproduce, use, or disclose the IP Material that falls outside the scope of the Agreement or the granted rights and authorities.
All IP Material developed by OGSM.com for the execution of the Agreement can be used by OGSM.com for its own promotional purposes unless otherwise agreed with the Counterparty.
Free OGSM Model Templates: OGSM.com provides free templates for the OGSM model on our website. These templates are intended for personal use only. The Counterparty is prohibited from commercializing, distributing, or otherwise exploiting these templates in any manner without prior written consent from OGSM.com.

Privacy

OGSM.com respects the privacy of the Counterparty. OGSM.com processes and handles all personal data provided to it in accordance with applicable legislation, particularly the General Data Protection Regulation (GDPR). The Counterparty consents to this processing. To protect the Counterparty's personal data, OGSM.com employs appropriate security measures.
OGSM.com uses the Counterparty's personal data solely in the context of executing the Agreement or handling a complaint.
For more information on privacy, please refer to OGSM.com’s website.

Limitation Period

For all claims and/or authorities that the Counterparty has against OGSM.com and/or against third parties possibly engaged by OGSM.com, a limitation period of one year applies, deviating from the statutory limitation periods, from the moment when a fact occurs that allows the Counterparty to exercise these rights and/or authorities against OGSM.com and/or the third parties possibly engaged by OGSM.com.

Transfer

The Counterparty is not permitted to transfer rights and obligations arising from the Agreement to third parties without obtaining prior written consent from OGSM.com.
OGSM.com is entitled to attach conditions to this consent.

Survival

The provisions of the Terms and Conditions and the Agreement, which are expressly or by their nature intended to remain in effect after the termination of this Agreement, will continue to be effective and binding on both parties.

Miscellaneous

Any deviations from these Terms and Conditions can only be agreed upon in writing. No rights can be derived from such deviations regarding later entered legal relationships.
OGSM.com’s administration is considered, unless proven otherwise, as proof of the Counterparty’s requests. The Counterparty acknowledges that electronic communication can serve as evidence.
If and to the extent that any provision of the Terms and Conditions and the Agreement is declared void or annulled, the remaining provisions of these Terms and Conditions and the Agreement will remain fully effective. OGSM.com will then establish a new provision to replace the void/annulled provision, taking into account as much as possible the intent of the void/annulled provision.
The place of execution of the Agreement is deemed to be the location where OGSM.com is established.

Governing Law and Jurisdiction

All Agreements, the Terms and Conditions, and all non-contractual rights and obligations arising therefrom are governed in all respects by Dutch law.
All disputes between OGSM.com and the Counterparty that may arise from an Agreement and/or the Terms and Conditions, or from agreements resulting from them, will initially be resolved by the competent court of the Amsterdam District Court.

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