Terms and Conditions

Terms and Conditions - CYRIS360 B.V.

If you have any questions, please let us know. This page was last updated on 1 August 2023, corresponding to version 1.0.

Topics:

Definitions
Applicability
Offers, quotations and acceptance
Prices, hourly rate and indemnity
Payments and payment term
Consequences of late payment
Duration of the service agreement
Right of withdrawal
Suspension of obligations by the customer
Insurance
Guarantee
Performance of the agreement
Duty to inform by the customer
Complaints
Giving notice
Joint and several Client liabilities
Liability of the service provider
Expiry period
Dissolution
Force majeure
Modification of the agreement
Changes in the general terms and conditions
Transfer of rights
Consequences of nullity or annullability
Applicable law and competent court

Clause 1 - Definitions

The service provider: Refers to Cyris360 B.V., Chamber of Commerce no. 90766229.
The customer: The party which Cyris360 B.V. has entered into an agreement with.
The parties: Refers to both the service provider and the client.
The agreement: means, collectively, the Order Confirmation, the Service Description for the Service(s) set forth in the Order Confirmation and these Terms and Conditions.
The deliverable: The service to be delivered as described in the agreement.
Standard service: a time-boxed service that can be ordered for a specific task with a limited scope.
Customized service: a service that can be defined and customized via a dedicated agreeement.

2. Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services by or on behalf of the service provider.

2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

4. The service provider is an independent contractor and shall not be deemed a customer’s employee or agent.

3. Offers, quotations and acceptance

1. Offers and quotations from the service provider are without engagement, unless expressly stated otherwise.

2. An offer or quotation is valid for a maximum period of 30 calendar days from its date, unless another acceptance period is stated in the offer or quotation.

3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

4. Offers and quotations do not apply to standard services, unless the parties have agreed upon this explicitly and in writing.

5. Upon acceptance of a quotation or offer without engagement, the service provider reserves the right to withdraw the quotation or offer within 3 business days after receipt of the acceptance, without any obligations towards the customer.

6. Verbal acceptance of the customer only commits the service provider after the customer has confirmed this in writing (or electronically).

4. Prices, hourly rate and indemnity

1. All prices used by the service provider are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, or transport expenses, unless expressly stated otherwise or agreed otherwise.

2. The service provider is entitled to adjust all prices for its services, shown in its shop, on its website or otherwise, at any time.

3. The price with regard to services is determined by the service provider on the basis of the actual working hours.

4. The price is calculated according to the hourly rate corresponding to the relevant service, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.

5. If the parties have agreed on a total price for a service provided by the service provider, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

6. The service provider is entitled to deviate up to 10% of the target price.

7. If the target price exceeds 10%, the service provider must let the customer know in due time why a higher price is justified.

8. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.

9. The service provider has the right to adjust prices annually.

10. The service provider will communicate price adjustments to the customer prior to the moment the price increase becomes effective.

11. The customer has the right to terminate the contract with the service provider if he does not agree with the price increase.

12. The customer indemnifies the service provider against all third-party claims that are related to the services supplied by the service provider.

13. The customer waives his right to settle any debt to the service provider with any claim on the service provider.

5. Payments and payment term

1. When a customer orders a Standard service, the service provider will immediately issue the first invoice for the ordered service. If the service is ordered for multiple months, an additional invoice will be issued at the first day of each calendar month.

2. When a customer orders a Custom service, the service provider will issue an invoice for the payment obligations incurred by the customer by the last working day of each calendar month, unless agreed otherwise.

3. The customer must have paid the full amount within 21 days, upon receipt of the invoice.

4. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without the service provider having to send the customer a reminder or to put him in default.

5. The service provider reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services.

6. Consequences of late payment

1. If the customer does not pay within the agreed term, the service provider is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.

2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to the service provider.

3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.

4. If the customer does not pay on time, the service provider may suspend its obligations until the customer has met his payment obligation.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of the service provider on the customer are immediately due and payable.

6. If the customer refuses to cooperate with the performance of the agreement by the service provider, he is still obliged to pay the agreed price to the service provider.

7. Duration of the service agreement

1. The agreement between the service provider and the customer for a standard service is entered into for the duration agreed with the customer during the purchase of the service.

2. The maximum duration of the standard service agreement is 12 months.

3. A discount may be offered if the customer purchase a standard service for a duration of 12 months. This discount cannot be combined with another discount or voucher.

4. If a customer decides to terminates a 12 months agreement with due observance of a notice period of 1 month causing the agreement to end prior to 12 months, the service provider reserve the right to claim back the offered discount for the entire duration.

5. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give the service provider a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

8. Right of withdrawal

1. A customer may cancel a purchase during a cooling-off period of 7 calendar days without giving any reason, provided that:

the purchase does not concern an (assignment to) urgent service (such as cyber incident response).
the total number of billable hours spent with the consent of the customer within the withdrawel period did not exceed 10 percent of the total number of hours (for the first month) indicated in the accepted quotation.
the customer has not renounced his right of withdrawal.

2. The cooling-off period of 7 days as referred to in paragraph 1 commences:

as soon as the customer has purchased a standard service for the first time.
as soon as the customer has accepted a quotation to purchase a custom service for the first time.

3. The customer can notify his right of withdrawal via [email protected], using the following subject "[Urgent] Service cancellation request", followed by the quotation or invoice number.

9. Suspension of obligations by the customer

1. The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

10. Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:

goods delivered that are necessary for the execution of the underlying agreement.
goods being property of the service provider that are present at the premises of the customer.
goods that have been delivered under retention of title.

2. At the first request of the service provider, the customer provides the policy for these insurances for inspection.

11. Guarantee

1. When parties have entered into an agreement with services included, these services only contain best-effort obligations for the service provider, not obligations of results.

12. Performance of the agreement

1. The service provider executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. The service provider has the right to have the agreed services (partially) performed by third parties, provided that the service provider remains responsible for the contractual obligations according to the Agreement.

3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the monthly invoices by the customer.

4. It is the responsibility of the customer that the service provider can start the implementation of the agreement on time.

5. If the customer has not ensured that the service provider can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

13. Duty to inform by the customer

1. The customer shall make available to the service provider all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.

2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.

3. If and insofar as the customer requests this, the service provider will return the relevant documents.

4. If the customer does not timely and properly provides the information, data or documents reasonably required by the service provider and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

14. Complaints

1. The customer must examine the deliverable provided by the service provider as soon as possible for possible shortcomings.

2. If a deliverable does not comply with what the customer could reasonably expect from the agreement, the customer must inform the service provider of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.

3. The customer gives a detailed description as possible of the shortcomings, so that the service provider is able to respond adequately.

4. The customer must demonstrate that the complaint relates to an agreement between the parties.

5. If a complaint relates to ongoing work, this can in any case not lead to the service provider being forced to perform other work than has been agreed.

15. Giving notice

1. The customer must provide any notice of default to the service provider in writing.

2. It is the responsibility of the customer that a notice of default actually reaches the service provider (in time).

16. Joint and several Client liabilities

1. If the service provider enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to the service provider under that agreement.

17. Liability of the service provider

1. The service provider has taken out and will maintain liability insurance that is appropriate and customary by prevailing standards.

2. The service provider is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.

3. If the service provider is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

4. The service provider is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

5. If the service provider is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

6. All drawings, descriptions, or templates on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

18. Expiry period

1. Every right of the customer to compensation from the service provider shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

19. Dissolution

1. The customer has the right to dissolve the agreement if the service provider imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.

2. If the fulfillment of the obligations by the service provider is not permanent or temporarily impossible, dissolution can only take place after the service provider is in default.

3. The service provider has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give the service provider good grounds to fear that the customer will not be able to fulfill his obligations properly.

20. Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation to the customer cannot be attributed to the service provider in any situation independent of the will of the service provider, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from the service provider.

2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

3. If a situation of force majeure arises as a result of which the service provider cannot fulfill one or more obligations towards the customer, these obligations will be suspended until the service provider can comply with it.

4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.

5. The service provider does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

21. Modification of the agreement

1. If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

22. Changes in the general terms and conditions

1. The service provider is entitled to amend or supplement these general terms and conditions.

2. Changes of minor importance can be made at any time.

3. Major changes in content will be discussed by the service provider with the customer in advance as much as possible.

4. Customers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

23.- Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with the service provider to third parties without the prior written consent of the service provider.

2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

24. Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.

2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what the service provider had in mind when drafting the conditions on that issue.

25. Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.

2. All disputes arising out of or in connection with any agreement between the parties will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court” or “NCC District Court”), unless the parties agree on an alternative means of dispute resolution at that time.

3. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC's Court in Summary Proceedings (CSP) in proceedings in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeal’s Chamber for International Commercial Matters (“Netherlands Commercial Court of Appeal” or “NCCA”). The NCC Rules of Procedure apply.

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