Terms and Conditions

1. Definitions

• Client: The party issuing the assignment.
• Researcher: WB-Sec B.V.
• Assignment/Agreement: The agreement under which the Researcher undertakes to perform services for the Client.

2. Applicability

• These General Terms and Conditions apply to all services provided by the Researcher to the Client, unless explicitly deviated from in the assignment confirmation and/or other written or email agreements.
• The applicability of the Client’s General Terms and Conditions is explicitly rejected by the Researcher.

3. Formation of the agreement

• The Agreement consists of these General Terms and Conditions, the assignment confirmation, and any other written or email agreements.
• If the Assignment is provided orally, it is deemed to have been formed under these General Terms and Conditions at the moment the Researcher, at the Client’s request, commences execution of the Assignment.
• The Agreement replaces all prior proposals, correspondence, agreements, or other communications, whether written or oral.
• The Agreement is entered into for an indefinite period, unless the nature, content, or purpose of the Assignment implies a fixed term.

4. Client cooperation

• All data and documents required by the Researcher for the correct and timely execution of the Assignment are provided promptly and in the requested form.
• The Researcher is immediately informed of any facts or circumstances relevant to the proper execution of the Assignment.
• The Client is responsible for the accuracy, completeness, and reliability of the data and documents provided, even if obtained from third parties.
• The Researcher is provided with office space and facilities (including computer, telephone, and internet access) necessary for the Agreement’s execution, which must comply with all legal requirements. The Client must ensure continuity (e.g., backups, security, and virus control). The Researcher will apply virus control procedures when using the Client’s facilities.
• The Client deploys or ensures the deployment of necessary personnel to enable the Researcher to perform the work. If specific personnel are required, this will be agreed upon in writing. The Client guarantees that its personnel possess the required skills and experience.
• Additional costs and fees arising from delays due to the Client’s failure to provide requested data, documents, facilities, and/or personnel shall be borne by the Client.

5. Execution of the assignment

• The Researcher shall perform all work to the best of its ability and in accordance with professional standards. The Assignment is considered a best-efforts obligation unless explicitly stated otherwise.
• The Researcher may only perform and invoice additional work beyond the Assignment’s scope with the Client’s prior written consent.
• If the Client wishes to involve third parties in the Assignment’s execution, this requires prior agreement with the Researcher, as third-party involvement may impact the Researcher’s ability to execute the Assignment properly. The same applies if the Researcher intends to involve third parties.

6. Confidentiality

• The Researcher and its employees are obliged to maintain confidentiality regarding all confidential information obtained from the Client, unless required by law, regulation, or professional rules. The Client may grant exemptions.
• Without the Client’s written consent, the Researcher may not use confidential information for any purpose other than that for which it was provided. Exception: The Researcher may disclose such information if required for its defense in disciplinary, civil, or criminal proceedings.
• Both parties shall impose these confidentiality obligations on any third parties they engage.
• Notwithstanding the above, the Researcher may disclose a high-level overview of the work performed to (potential) clients solely to indicate its experience.

7. Intellectual property

• The Researcher retains all intellectual property rights to any products, methods, advice, designs, or other deliverables created or used in the execution of the Assignment.
• The Client is prohibited from reproducing, disclosing, or exploiting (in any form, including through third parties) the Researcher’s deliverables without prior written consent. The Client may reproduce written documents for internal use only, provided it aligns with the Assignment’s purpose.
• In the event of premature termination of the Assignment, the above restrictions remain fully applicable.

8. Fees

• The Researcher’s fees exclude its own expenses and any third-party charges.
• The Researcher’s fees exclude its own expenses and any third-party charges.

9. Payment

• The Client must pay invoices in full, without deduction, discount, or set-off, within 30 days of the invoice date, in the currency specified on the invoice, via bank transfer to an account designated by the Researcher.
• Objections to invoice amounts do not suspend the Client’s payment obligation.
• If the Client fails to pay within the 30-day term, it will be in default after the Researcher sends at least one written demand for payment within a reasonable period. From the due date until payment, the Client owes statutory interest on the outstanding amount.
• All collection costs (both judicial and extrajudicial) incurred after default shall be borne by the Client. Extra-judicial costs are set at a minimum of 15% of the principal and interest, without prejudice to the Researcher’s right to claim actual costs exceeding this amount. Judicial costs include all expenses incurred by the Researcher, even if they exceed the statutory liquidation tariff.
• If the Client’s financial position or payment behavior gives the Researcher reason to doubt its solvency, the Researcher may require immediate (additional) security or an advance payment. If the Client fails to provide the requested security, the Researcher may suspend further execution of the Assignment immediately, and all amounts owed by the Client to the Researcher become immediately due and payable.
• In the case of a joint Assignment, all Clients are jointly and severally liable for the full invoice amount for work performed for the joint Clients.

10. Delivery period

• If the Client is obliged to make an advance payment or provide necessary information/materials, the delivery period does not commence until the Researcher has received full payment or the information/materials in full.
• Delivery periods are estimates only and are not fatal unless explicitly agreed in writing. Factors such as the quality of Client-provided information and cooperation may affect the timeline.
• The Client cannot terminate the Agreement due to a delay in delivery unless the Researcher also fails to perform the Agreement (in full) within a reasonable additional period set in writing by the Client after the original delivery period has expired. Termination, if permitted, shall be in accordance with Article 265 of Book 6 of the Dutch Civil Code.

11. Liability

• The Researcher shall perform its work with due care and skill. The Researcher is not liable for errors resulting from incorrect or incomplete information provided by the Client.
• If the Client proves that it has suffered damage due to a negligent error by the Researcher that could have been avoided with due care, the Researcher’s liability is limited to the maximum amounts specified below, unless the damage results from intent or gross negligence by the Researcher or if mandatory (inter)national law prohibits such limitation:
  ‍
  a. Advisory assignments: Liability is limited to the fee received by the Researcher for the relevant Assignment. For assignments lasting longer than one month, liability is limited to the fee received for the last month of the Assignment.
  
  b. Implementation assignments: Liability is limited to 50% of the fee received by the Researcher for the relevant Assignment. For assignments lasting longer than one month, liability is limited to the fee received for the last month of the Assignment.
  ‍
• The Client indemnifies the Researcher against claims from third parties for damage caused by the Client providing incorrect or incomplete information to the Researcher, unless the Client proves that the damage was caused by intent or gross negligence by the Researcher or if mandatory (inter)national law prohibits such a clause.
• The liability limitations in Article 11.1 (a and b) also apply to third parties engaged by the Researcher for the Assignment’s execution, who may directly invoke these limitations.

12. Assignment transfer

• The Client may not transfer any obligation under the Agreement to third parties without the Researcher’s explicit written consent. The Researcher may attach conditions to such consent.
• The Client must ensure that all relevant (payment) obligations from the Agreement and these General Terms and Conditions are imposed on the third party. The Client remains jointly and severally liable with the third party for all obligations under the Agreement and General Terms and Conditions, unless the parties explicitly agree otherwise.
• In the event of an assignment transfer, the Client indemnifies the Researcher against all claims from third parties arising from the Client’s failure to fulfill any obligation under the Agreement and/or these General Terms and Conditions, unless mandatory (inter)national law prohibits such a clause.

13. Limitation period

• Unless otherwise agreed in the Agreement, all claims and rights of the Client against the Researcher lapse one year after the date on which the Client could first exercise such rights against the Researcher.

14. Waiver of rights

• The Researcher’s failure to immediately enforce any right or authority under this Agreement does not affect or limit its rights and authorities.
• Any waiver of rights under this Agreement must be in writing to be valid.

15. Conversion

• If any provision of the Agreement is unreasonable or unreasonably onerous under standards of reasonableness and fairness, the provision shall be interpreted in a manner as close as possible to its original intent to ensure it remains enforceable.

16. Aftereffect

• Provisions of this Agreement intended to remain in effect after its termination (explicitly or implicitly) shall continue to bind both parties.

17. Conflicting clauses

• If these General Terms and Conditions conflict with the assignment confirmation and/or other written or email agreements, the latter shall prevail.

18. Applicable law and jurisdiction

• All Agreements between the Client and the Researcher are governed by Dutch law.
• All personal data of the Client processed by the Researcher are protected and secured under the GDPR (General Data Protection Regulation).
• Unless the parties explicitly agree otherwise in writing, all disputes arising from Agreements between the Client and the Researcher shall be settled by the competent court in The Hague, the Netherlands.