Terms and Conditions

Article 1 – General

The following definitions apply within these General Terms and Conditions:

  • OperaSana Pty. Ltd.: the entity legally established in Heerlen, with an office at Sneeuwberglaan 11, 6291HB Vaals.
  • Client: The legal or natural person commissioning OperaSana Pty. Ltd.
  • Assignment: An agreement as defined in Article 7:400 of the Dutch Civil Code, wherein OperaSana Pty. Ltd. commits to performing work for the Client, or where a third party commits to perform work for OperaSana Pty. Ltd.
  • Offer: A customized proposal provided by OperaSana Pty. Ltd. to the Client.
  • Agreement: The contract between OperaSana Pty. Ltd. and the Client based on the Offer.
  • Parties: OperaSana Pty. Ltd. and the Client.
  • Party: Either OperaSana Pty. Ltd. or the Client.
  • Written: Includes both paper and email communications.
  • Conditions: These general terms and conditions.

Article 2 – Applicability

2.1. These general terms apply to all offers and agreements under which OperaSana Pty. Ltd. performs work or provides services. Reference to these terms in an offer or agreement incorporates them as if fully included.

2.2. OperaSana Pty. Ltd. may establish supplementary terms for specific services or activities through separate annexes to these terms. In cases of discrepancies, the annexed terms take precedence.

2.3. Modifications or deviations from these terms are only valid if expressly agreed upon in writing by both parties.

2.4. The applicability of the Client’s general terms is excluded unless explicitly accepted in writing by OperaSana Pty. Ltd.

2.5. An offer or quotation from OperaSana Pty. Ltd. is non-binding and serves only as an invitation for the Client to place an order. The agreement is finalized upon OperaSana Pty. Ltd.'s written acceptance or upon the actual commencement of work.

Article 3 – Offers and Agreements

3.1. Offers from OperaSana Pty. Ltd. are non-binding and valid for fourteen (14) days unless stated otherwise. The offer binds OperaSana Pty. Ltd. only if the Client confirms acceptance within the specified period.

3.2. Deviations in acceptance render the offer non-binding unless OperaSana Pty. Ltd. agrees otherwise.

3.3. A combined price estimate does not obligate OperaSana Pty. Ltd. to partial performance at a proportional cost.

Article 4 – Execution of the Agreement

4.1. OperaSana Pty. Ltd. will perform the Agreement with expertise and care but cannot guarantee specific outcomes. Obligations are based on best efforts rather than results.

4.2. If necessary for proper execution, OperaSana Pty. Ltd. may subcontract work, with costs borne by the Client. Article 7:404 of the Dutch Civil Code is explicitly excluded.

Article 5 – Amendment of the Agreement

5.1. If adjustments are needed for proper execution, the Agreement will be modified upon mutual consultation.

5.2. OperaSana Pty. Ltd. will indicate if an amendment impacts the fixed price.

Article 6 – Cancellation and Termination

6.1. Clients may cancel the Assignment before execution. OperaSana Pty. Ltd. will not charge a cancellation fee in this case.

6.2. If the Client terminates the Agreement mid-term, OperaSana Pty. Ltd. will invoice for all incurred costs without a cancellation fee.

Article 7 – Price and Payment

7.1. Prices exclude VAT and other governmental levies unless specified.

7.2. Client payments are due within agreed terms or within the invoice's stipulated period, typically within fourteen days unless otherwise specified.

7.5. Interest accrues automatically upon overdue payments.

Article 8 – Retention of Title

8.1. All goods remain OperaSana Pty. Ltd.’s property until the Client fulfills all payment obligations.

Article 9 – Confidentiality

9.1. Parties will treat all confidential information received from the other party as private unless disclosure is required by law.

Article 10 – Intellectual Property Rights

10.1. All intellectual property rights on materials developed under the Assignment belong to OperaSana Pty. Ltd. or its licensors.

Article 11 – Cooperation / Third-Party Work

11.1. When OperaSana Pty. Ltd. employees work on the Client's premises, the Client will provide necessary facilities free of charge.

Article 12 – Termination

12.1. Each party may partially dissolve the Agreement if the other party materially breaches it and fails to correct the breach after a reasonable period.

Article 13 – Conversion

13.1. If any provision is invalid, the remaining terms remain in force, with the invalid provision replaced by one closest to the original intent.

Article 14 – Force Majeure

14.1. Neither party is liable for non-performance due to force majeure.

Article 15 – Liability

15.1. OperaSana Pty. Ltd. is not liable for damages arising from the Assignment unless due to intent or gross negligence.

Article 16 – Complaints Procedure

16.1. Complaints regarding service quality can be submitted to OperaSana Pty. Ltd. Information on the complaints procedure is available on request.

Article 17 – Applicable Law and Jurisdiction

17.1. Dutch law governs all agreements involving OperaSana Pty. Ltd., with disputes resolved in the district of Maastricht. The Dutch text of these terms takes precedence over any translations.