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General terms and conditions WebSec

Last revised January 12, 2024

Definitions

  1. Company: WebSec BV, established in Amsterdam under Chamber of Commerce no. 78742919.

  2. Customer: the person with whom WebSec has entered into an agreement.

  3. Parties: WebSec and customer together.

  4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of WebSec.

  2. Parties can only deviate from these terms and conditions if they have explicitly agreed to do so in writing.

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

Offers and quotations

  1. Offers and quotations from WebSec are without obligation unless explicitly stated otherwise.

  2. An offer or quotation is valid for a maximum of 2 months unless a different acceptance period is stated in the offer or quotation.

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

  4. Offers and quotations do not apply to repeat orders unless the parties have explicitly agreed on this in writing.

Regulatory Compliance and Client Report Disclosure Clause

By entering into a contract with WebSec, the client hereby acknowledges, understands, and agrees to the following:

  1. Regulatory Compliance Checks

As part of our ongoing commitment to maintaining the highest standards of service and in adherence to regulatory requirements, the deliverables arising out of our services, including but not limited to Reports, may be subjected to regulatory compliance checks by a CCV auditor, specifically under the purview of the 'CCV PENTEST keurmerk' by the Centrum voor Criminaliteitspreventie en Veiligheid (CCV) – translated in English as "Center for Crime Prevention and Security."

  1. Potential Disclosure to the Auditor

While our primary obligation is towards safeguarding the confidentiality and privacy of our client's data and deliverables, there may be instances where the said CCV auditor requests insight into one of the client's reports as part of the compliance check.

  1. Client Notification and Consent

In the event of such a request by the CCV auditor, WebSec shall, without exception, notify the client in question prior to granting any access to the concerned report. It is crucial to emphasize that no information or deliverables shall be disclosed or shared without the explicit prior consent of the client.

  1. Acknowledgment of Possibility

By agreeing to our terms of service, the client acknowledges the potentiality of such audits. However, the client can remain assured that WebSec's dedication to confidentiality remains uncompromised, and any access will only be granted post-client's explicit agreement.

Loyalty program policy

  1. You will only be eligible for a loyalty bonus when you introduce new customers/assignments who have clearly come to WebSec directly through you.

  2. No loyalty bonus is applied for invoices with a value below €5000.

  3. For invoices with a value above €5000, a bonus of 5% of the total sales price is applied, this becomes 10% for invoices with a sales price above €10000.

  4. When introducing customers on a subscription basis, the total sales price is calculated over a period of one year.

  5. Loyalty bonus percentages are calculated on the total sales price excluding VAT.

  6. The customer himself cannot receive a bonus for submitting assignments to himself.

  7. Each bonus request must be requested before the assignment proposal is signed by the customer, you will not be eligible for a bonus if a bonus is requested after a contract has already been signed with the customer.

  8. WebSec reserves the right to change this policy at any time, for current ongoing contracts where a bonus has already been requested and approved for the old policy will remain applicable until the contract has been fulfilled after which the new policy will directly apply.

  9. You can only request a bonus by contacting WebSec by e-mail at: contact@websec.nl, in both cases of a bonus acceptance or rejection WebSec will always inform you about the reason or next steps.

  10. The bonus amount will be paid within two weeks after the invoice for the contract has been paid in full by the client.

Acceptance

  1. Upon acceptance of a quotation or offer without obligation, WebSec reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.

  2. Oral acceptance by the customer only binds WebSec after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices that WebSec uses are in euros, are exclusive of VAT, and inclusive of any other costs such as administration costs, levies, and travel, shipping, or transport costs unless explicitly stated otherwise or agreed otherwise.

  2. All prices that WebSec uses for its products or services, on its website or that are otherwise made known, WebSec can change at any time.

  3. WebSec can offer services on a 'no cure no pay' basis, a 'subscription' basis, or a single contract.

  4. In the case of no cure no pay, the payment obligation for the customer arises when the agreed result is achieved.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, WebSec is entitled to charge an interest of 1% per month from the day that the customer is in default, whereby part of a month is counted as a whole month.

  2. If the customer is in default, he will also owe extrajudicial collection costs and any compensation to WebSec.

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

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

  5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of WebSec on the customer are immediately due and payable.

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

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt to WebSec against a claim on WebSec.

Insurance

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

    • delivered goods that are necessary for the implementation of the underlying agreement

    • WebSec items that are present at the customer

    • items delivered under retention of title

  2. The customer will provide the policy of these insurance policies for inspection at WebSec's first request.

Guarantee

When the parties have entered into an agreement of a service nature, this only contains best efforts obligations for WebSec, not obligations to achieve results.

Execution of the agreement

  1. WebSec will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

  2. WebSec has the right to have the agreed services (partially) performed by third parties.

  3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.

  4. It is the responsibility of the customer that WebSec can start implementing the agreement on time.

  5. If the customer has not ensured that WebSec can start the execution of the agreement on time, the resulting additional costs and/or extra hours will be borne by the customer.

Information provision by the customer

  1. The customer will make all information, data, and documents relevant to the correct execution of the agreement available to WebSec in a timely manner and in the desired form and in the desired manner.

  2. The customer guarantees the correctness, completeness, and reliability of the information, data, and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.

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

  4. If the customer does not, not timely or not properly provide the information, data, or documents reasonably required by WebSec and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.

Duration of the contract for a service

  1. The agreement between WebSec and the customer regarding a service or services is entered into for a period of 12 months unless the nature of the agreement dictates otherwise or the parties have explicitly agreed otherwise in writing.

  2. After the term referred to in paragraph 1 of this article, the agreement will be tacitly converted into an agreement for an indefinite period, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer cancels the agreement with due observance of a notice period of 1 (one) month, whereby the agreement ends by operation of law.

  3. If the parties have agreed on a term for the completion of certain activities within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give WebSec written notice of default.

Terminate service contract for a definite period of time

  1. The customer or consumer cannot terminate an agreement regarding a service that has been entered into for a definite period of time before 1 year.

  2. After the minimum term of 1 (one) year, the aforementioned agreement can be canceled by the customer with due observance of a notice period of 3 months.

  3. After the minimum term of 1 (one) year, the aforementioned agreement can be canceled by a consumer with due observance of a notice period of 1 month.

  4. If the agreement regarding a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.

Confidentiality

  1. The customer keeps secret any information he receives (in whatever form) from WebSec.

  2. The same applies to all other information regarding WebSec of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could cause damage to WebSec.

  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.

  4. The duty of confidentiality described in this article does not apply to information:

    • that was public before the customer learned of this information or that later became public without this being the result of a breach of the customer's confidentiality obligation

    • which is made public by the customer on the basis of a legal obligation

  5. The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Penalty clause

  1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, he will forfeit an immediately payable fine for each violation on behalf of the trade name.

    • if the other party is a consumer, this fine will be €1,000

    • if the other party is a legal entity, this fine is €5,000

  2. In addition, the other party forfeits an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.

  3. No prior notice of default or legal proceedings are required for forfeiting this fine. Nor does there need to be any form of damage.

  4. The forfeiture of the fine referred to in the first paragraph of this article does not affect WebSec's other rights, including its right to claim compensation in addition to the fine.

Disclaimer

The customer indemnifies WebSec against all claims from third parties related to the products and/or services supplied by WebSec.

Complaints

  1. The customer must examine a product or service provided by WebSec as soon as possible for any shortcomings.

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

  3. Consumers must inform WebSec of this within 2 months after the discovery of the shortcomings.

  4. The customer will provide a description of the shortcoming that is as detailed as possible so that WebSec is able to respond adequately.

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

  6. If a complaint relates to ongoing work, this cannot in any case lead to WebSec being obliged to perform other work than agreed.

Notice of default

  1. The customer must notify WebSec of any notice of default in writing.

  2. It is the responsibility of the customer that a notice of default actually reaches WebSec (on time).

Joint and several liability of the customer

If WebSec enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to WebSec under that agreement.

Liability WebSec

  1. WebSec is only liable for any damage suffered by the customer if and insofar as such damage is caused by intent or deliberate recklessness.

  2. If WebSec is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.

  3. WebSec is never liable for indirect damage, such as consequential damage, lost profit, missed savings, or damage to third parties.

  4. If WebSec is liable, this liability is limited to the amount that is paid out by a concluded (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability relates.

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

Expiration period

Any right of the customer to compensation from WebSec lapses in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to cancel

  1. The customer has the right to dissolve the agreement if WebSec culpably fails in the fulfillment of its obligations unless this shortcoming does not justify termination in view of its special nature or minor significance.

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

  3. WebSec has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if WebSec has taken cognizance of circumstances that give him good grounds to fear that the customer does not fulfill his obligations properly. will be able to fulfill.

Force of the majority

  1. In addition to the provisions of Article 6:75 of the Dutch Civil cannot reasonably be expected from WebSec.

  2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to -: a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); defaults and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather and work stoppages.

  3. If a force majeure situation arises as a result of which WebSec cannot fulfill 1 or more obligations towards the customer, then those obligations will be suspended until WebSec can meet them again.

  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. WebSec does not owe any (damage) compensation in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Amendments to the agreement

If, after the conclusion of the agreement for its implementation, it appears necessary to change or supplement its content, the parties will adjust the agreement accordingly in good time and in mutual consultation.

Changes to general terms and conditions

  1. WebSec is entitled to amend or supplement these general terms and conditions.

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

  3. WebSec will discuss major substantive changes with the customer in advance as much as possible.

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

Transfer of Rights

  1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of WebSec.

  2. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions appear to be invalid or voidable, this will not affect the other provisions of these terms and conditions.

  2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what WebSec had in mind when drawing up the conditions on that point.

Applicable law and competent court

  1. Dutch law is exclusively applicable to every agreement between the parties.

  2. The Dutch court in the district where WebSec is established/has a practice / has its office has exclusive jurisdiction to hear any disputes between the parties unless the law prescribes otherwise.

Intellectual Property Rights

  1. Ownership of Intellectual Property

All content present on the WebSec BV website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, and software, is the property of WebSec BV or its content suppliers and is protected by national and international copyright laws. The compilation of all content on this site is the exclusive property of WebSec BV. Trademarks registered under EUIPO (Registration Number: 018679478) and USIPO (Registration Numbers: 6985649) are owned by WebSec Holding BV and are licensed for use to WebSec LLC (North Carolina, US), WebSec Technologies LLC (Wyoming, US), and WebSec BV (Amsterdam, NL).

  1. Use of Materials

The materials on the WebSec BV website are provided for lawful purposes only. Users are granted a limited license to access and make personal use of this site. This license includes downloading material explicitly made available for downloading, such as whitepapers, brochures, downloadable content in the downloads section or blog, and VAPT Certification PDFs. However, users are not permitted to download (other than page caching) or modify any other part of the site, or any portion of it, except with express written consent of WebSec BV. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

  1. Prohibitions on Unauthorized Use

Reproduction, duplication, copying, selling, reselling, visiting, or otherwise exploiting this site or any portion of this site for any commercial purpose without express written consent of WebSec BV is strictly prohibited. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of WebSec BV and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing the name or trademarks of WebSec BV without the express written consent of WebSec BV.

  1. Copyright Complaints

WebSec BV respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please visit our Complaint Policy for guidance on how to submit a complaint. https://websec.nl/en/legals/complaints-policy/

  1. Consequences of Violation

Any unauthorized use terminates the permission or license granted by WebSec BV. In the event of a violation of these terms, WebSec BV reserves the right to take appropriate actions, which may include but are not limited to blocking access from a particular internet address to the website, issuing cease and desist letters, and pursuing costly legal consequences. These legal consequences can range from filing a Uniform Domain-Name Dispute-Resolution Policy (UDRP) complaint to initiating infringement lawsuits. WebSec BV is committed to vigorously protecting its intellectual property and will seek all remedies available by law and in equity for any violations.