Terms And Conditions

General conditions

GENERAL TERMS AND CONDITIONS OF FLOSECURITY / Version: September 2021

1 General Conditions

1.1 These terms and conditions are the general terms and conditions of FloSecurity and apply to all offers and/or agreements under which FloSecurity provides goods and/or services of any kind to the Customer.

1.2 Deviations from these general terms and conditions shall only be valid if agreed upon in writing between the parties.

1.3 The applicability of purchasing or other conditions of the Customer is expressly rejected.

1.4 If any provision of these general terms and conditions is found to be void or nullified, the remaining provisions of these general terms and conditions shall remain in full force and effect.

1.5 Customer is not entitled to sell and/or transfer the rights and/or obligations under the agreement to a third party. FloSecurity is entitled to assign its claims for payment of fees to a third party.

2 Offers

2.1 All offers and expressions of FloSecurity are without obligation unless FloSecurity has expressly stated otherwise.

2.2 The Customer warrants that the information (in whatever sense) provided by it to FloSecurity on the basis of which FloSecurity has based its offers and/or expressions is correct and complete.

3 Price and payment

3.1 All prices are exclusive of sales tax and other government levies. Unless otherwise agreed, all amounts are in Euros and Customer shall pay all amounts due in Euros.

3.2 The amounts in offers and expressions issued by FloSecurity are indicative only, unless FloSecurity has indicated otherwise. A budget indicated by the Customer never counts as a fixed price agreed between the parties. Only if agreed in writing, FloSecurity is obliged to notify the Customer in the event of an imminent overrun of a previously given estimate.

3.3 If the Customer consists of several natural and/or legal persons, each of these persons is jointly and severally liable to pay the amounts due from the agreement.

3.4 With regard to the performances performed by FloSecurity and the amounts owed by the Customer for them, the relevant documents and data from the administration or systems of FloSecurity provide full evidence, without prejudice to the right of the Customer to provide evidence to the contrary.

3.5 FloSecurity is entitled to adjust prices annually as of January 1 using the CBS Price Index: Service Prices; Commercial Services and Transportation, Index 2010 = 100.

3.6 Unless FloSecurity and Customer have explicitly agreed on a different term of payment in writing, a term of payment of 30 days after the invoice date shall apply. Customer is not entitled to any suspension of any payment nor to set off any amounts due.

3.7 If the Customer fails to pay the amounts due in accordance with the aforementioned payment schedule or the schedule explicitly agreed between the Parties, the Customer shall owe statutory commercial interest without any demand or notice of default being required. If the Customer remains in default of payment after a demand for payment or notice of default, FloSecurity may assign the claim to a third party, in which case FloSecurity shall, in addition to the total amount then due, also be liable to pay all judicial and extrajudicial costs, including all costs calculated by external experts.

4. Privacy and data processing                  

4.1 Where FloSecurity considers it important for the execution of the agreement, the Customer shall, upon request, promptly inform FloSecurity in writing of the manner in which the Customer implements its obligations under personal data protection legislation.

4.2 Customer warrants that all requirements for the lawful processing of personal data entered and/or processed by Customer in the context of any service provided by FloSecurity have been met. Customer indemnifies FloSecurity against claims of persons whose personal data have been registered, are processed in the context of a personal data registration held by Customer or for which Customer is responsible, unless Customer proves that the facts underlying the claims are to be attributed exclusively to FloSecurity.

4.3 The responsibility for the data processed using a service provided by FloSecurity lies solely with Customer. Customer warrants to FloSecurity that the content, use and/or processing of data is not unlawful and does not infringe any right of a third party. Customer indemnifies FloSecurity against any legal claim by third parties, on any grounds whatsoever, in connection with these data or the execution of the agreement.

4.4 Customer has obligations towards third parties under the legislation concerning the processing of personal data (such as the Personal Data Protection Act), such as the obligation to provide information, as well as to allow inspection, correction and deletion of personal data of data subjects. The responsibility for compliance with these obligations rests entirely and exclusively with Customer. The parties hold that FloSecurity is a "processor" in the sense of the Personal Data Protection Act with respect to the processing of personal data. FloSecurity shall, as much as technically possible, cooperate with the obligations to be fulfilled by Customer. The costs associated with the cooperation are not included in the agreed prices and fees of FloSecurity and shall be fully borne by Customer.

4.5 When computer, data or telecommunication facilities are used in the execution of the agreement or otherwise, FloSecurity is entitled to assign Customer access or identification codes. FloSecurity is entitled to change assigned access or identification codes. Customer shall treat the access or identification codes confidentially and with care and shall only disclose them to authorized personnel. FloSecurity shall never be liable for damages and costs resulting from use or misuse made of access or identification codes, unless the misuse was possible as a direct result of an act or omission of FloSecurity.

5 Security    

5.1 Where the parties have agreed on a form of information security, such security will meet the specifications as agreed between the parties in writing. FloSecurity never guarantees that the information security is effective under all circumstances. In the agreement, parties may have included further conditions, requirements and specifications with regard to security and the related consequences. In the absence of an explicitly defined security in the agreement, the security will meet a level that, given the state of the art, the sensitivity of the data and the costs associated with the provision of security, is not unreasonable. Customer shall not modify or take out of use any form of information security provided and/or established by FloSecurity except in proper consultation with FloSecurity.

6.    Retention of title and rights, case formation and suspension

6.1 All goods delivered to the Customer shall remain the property of FloSecurity until all amounts due by the Customer to FloSecurity under the agreement entered into between the parties have been paid to FloSecurity in full. A Customer acting as a reseller shall be permitted to sell and resupply all goods subject to FloSecurity's retention of title to the extent customary in the ordinary course of its business.

6.2 Rights, including rights of use, are granted or transferred to Customer, where applicable, under the condition that Customer has paid all fees due from the agreement concluded between the parties in full. If the parties have agreed on a periodic payment obligation of Customer for the granting of a right of use, Customer shall be entitled to the right of use as long as he fulfills his periodic payment obligation.

6.3 FloSecurity may retain goods, products, property rights, data, documents, software, data files and (intermediate) results of FloSecurity's services received or generated in the context of the agreement, notwithstanding any existing obligation to surrender or transfer, until the Customer has paid all amounts due to FloSecurity.

7 Risk

7.1 The risk of loss, theft, embezzlement or damage of items, products, data, documents, software, data files or data (codes, passwords, documentation, etc.) that are manufactured or used in the context of the execution of the agreement shall pass to Customer at the time they are placed in the actual power of disposal of Customer or an auxiliary person of Customer. Insofar as these objects are in the actual power of disposal of FloSecurity or auxiliary persons of FloSecurity, FloSecurity shall bear the risk of loss, theft, misappropriation or damage.

8. Intellectual property rights

8.1 All rights of intellectual property to the software, websites, data files, equipment or other materials such as analyses, designs, documentation, reports, quotations, training, testing and examination materials, as well as preparatory materials thereof, developed or made available to the Customer on the basis of the agreement, belong exclusively to FloSecurity, its licensors or its suppliers. Customer only acquires the rights of use expressly granted by these Terms and Conditions and the law. Any right of use granted to Customer is non-exclusive, non-transferable to third parties and not sublicensable.

8.2 The Customer is not allowed to remove or change any indication concerning the confidential nature or concerning copyrights, brands, trade names or any other right of intellectual property from the software, websites, data files, equipment or materials.

8.3 Even if the agreement does not expressly provide for a power to do so, FloSecurity is permitted to install technical provisions to protect the software, equipment, data files, websites and the like in connection with an agreed restriction in the content or duration of the right to use these objects. The Customer is never permitted to remove or circumvent such a technical provision (or have it removed).

8.4 FloSecurity indemnifies the Customer against any legal claim of a third party based on the allegation that software, websites, data files, equipment or other materials developed by FloSecurity itself infringe an intellectual property right of that third party, on the condition that the Customer immediately informs FloSecurity in writing of the existence and substance of the legal claim and leaves the handling of the case, including the making of any settlements, entirely to FloSecurity. To this end, Customer shall provide the necessary powers of attorney, information and cooperation to FloSecurity to defend itself, if necessary on behalf of Customer, against these legal claims. This obligation to indemnify shall lapse if the alleged breach relates (i) to materials made available to FloSecurity by Customer for use, adaptation, processing or incorporation, or (ii) to changes made by Customer to the software, website, data files, equipment or other materials without FloSecurity's written consent, or which Customer has made or caused to be made by a third party. If it has been irrevocably established in court that the software, websites, data files, equipment or other materials developed by FloSecurity itself infringe any intellectual property right belonging to a third party or if, in the opinion of FloSecurity, there is a reasonable chance that such an infringement will occur, FloSecurity shall, if possible, ensure that Customer can continue to use the delivered, or functionally equivalent other software, websites, data files, equipment or materials. Any other or further indemnification obligation of FloSecurity is excluded.

8.5 Customer guarantees that no rights of third parties oppose the provision to FloSecurity of equipment, software, material intended for websites (image material, text, music, domain names, logos, hyperlinks, etc.), data files or other materials, including design material, for the purpose of use, adaptation, installation or incorporation (e.g. in a website). Customer indemnifies FloSecurity against any claim by a third party based on the allegation that such provision, use, adaptation, installation or incorporation infringes any right of that third party.

9 Cooperation obligations

9.1 The parties recognize that the success of work in the field of information and communication technology depends on proper and timely mutual cooperation. In order to enable a proper execution of the agreement by FloSecurity, the Customer shall always provide FloSecurity with all data or information deemed useful, necessary and desirable by FloSecurity in a timely manner and provide all cooperation. If Customer deploys its own personnel and/or auxiliary persons in the context of providing cooperation to the execution of the agreement, such personnel and auxiliary persons shall have the necessary knowledge, expertise and experience.

9.2 FloSecurity will inform Customer regarding the products and services offered by FloSecurity to Customer. However, it is up to Customer to decide which goods and/or services Customer purchases from FloSecurity. Customer bears the risk of the selection, use, application and management in its organization of the equipment, software, websites, data files and other products and materials and of the services to be provided by FloSecurity. Unless other agreements have been made in writing between FloSecurity and the Customer, the Customer itself is responsible for the proper installation, assembly and commissioning and for the correct settings of the equipment, software, websites, data files and other products and materials.

9.3 In case employees of FloSecurity perform work on the Customer's premises, the Customer shall provide, free of charge, the facilities reasonably required by those employees, such as a workspace with computer and data telecommunication facilities. The workspace and facilities will meet all legal and other applicable requirements regarding working conditions. Customer indemnifies FloSecurity against claims of third parties, including employees of FloSecurity, who suffer damage in connection with the execution of the agreement that is the result of acts or omissions of Customer or of unsafe situations in its organization. Customer shall make the house and security rules applicable within its organization known to the employees deployed by FloSecurity prior to the commencement of the work.

9.4 In carrying out the services of FloSecurity, computer, data or telecommunication facilities, including the Internet, are often used. Unless otherwise agreed in writing, the Customer is responsible for the correct choice of the means required for this purpose and for the timely and complete availability thereof, except for those facilities that are under the direct use and management of FloSecurity. FloSecurity is never liable for damages or costs due to transmission errors, failures or non-availability of these facilities, unless Customer proves that these damages or costs are the result of intentional or deliberate recklessness of the management of FloSecurity.

10. Terms

10.1 All (delivery) terms and (delivery) dates mentioned or agreed upon by FloSecurity have been determined to the best of FloSecurity's knowledge based on the information known to FloSecurity at the time the agreement was entered into. Interim (delivery) dates mentioned by FloSecurity or agreed upon between the parties, are always target dates, do not bind FloSecurity and are always of an indicative nature only. FloSecurity shall make reasonable efforts to meet deadlines (of delivery) and deadlines (of delivery) as much as possible. FloSecurity is not bound to any (delivery) term or (delivery) date that cannot be met due to circumstances beyond its control that occurred after entering into the agreement. Neither is FloSecurity bound to any deadline (delivery) date or (delivery) date if the parties have agreed on a change in the content or scope of the agreement (additional work, change in specifications, etc.) or a change in the approach to the execution of the agreement. If the exceeding of any term is imminent, FloSecurity and Customer shall consult to discuss the consequences of the exceeding for the further planning.

10.2 The mere exceeding of a (delivery) term or (completion) date mentioned by FloSecurity or agreed upon between the parties, whether or not a final (delivery) term or (completion) date, does not put FloSecurity in default. In all cases - thus also in case the parties have expressly and in writing agreed on a final (delivery) term or (delivery) date - FloSecurity shall only be in default due to exceeding time after the Customer has given it a written notice of default. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that FloSecurity is given the opportunity to respond adequately.

11 Dissolution and termination of the agreement

11.1 Each of the parties shall only be entitled to dissolve the agreement on account of an attributable failure in the performance of the agreement if the other party, in all cases after a notice of default in writing that is as detailed as possible and in which a reasonable period is given to remedy the failure, imputably fails to comply with essential obligations under the agreement. Payment obligations of Customer and all obligations to cooperate by Customer or any third party engaged by Customer shall always be considered essential obligations under the agreement.

11.2 If, at the time of dissolution as referred to in Article 11.1, the Customer has already received performances in execution of the agreement, these performances and the related payment obligation will not be subject to cancellation, unless the Customer proves that FloSecurity is in default with respect to the essential part of those performances. Amounts that FloSecurity has invoiced before the dissolution in connection with what it has already duly performed or delivered in execution of the agreement shall remain due in full with due observance of the provisions of the previous sentence and shall become immediately payable at the time of dissolution.

11.3 If the parties have entered into an agreement for an indefinite period, it may be terminated in writing by either party after proper consultation and stating reasons in accordance with the notice period as included in the agreement. If no notice period is agreed upon in the agreement, a notice period of 60 days will apply.

11.4 The Client is never entitled to prematurely terminate an agreement for services or assignment entered into for a definite period.

11.5 Where there is a framework agreement with sub-agreements under it, the relevant framework agreement cannot be terminated until after all the relevant sub-agreements have been terminated.

11.6 Each of the parties may terminate the agreement in writing with immediate effect, in whole or in part, without notice of default, if the other party is granted - whether temporarily or not - a moratorium, if bankruptcy is applied for with respect to the other party, if the other party's company is liquidated or terminated other than for the purpose of reconstruction or amalgamation of companies, or if the decisive control over the Customer's company changes. FloSecurity shall never be obliged to refund any monies already received or to pay damages because of such termination. In case of the Customer's bankruptcy, the right to use the software, websites and the like made available to the Customer will expire.

12 Liability

12.1 The total liability of FloSecurity due to an attributable failure in the fulfillment of the agreement or for any other reason, expressly including any failure in the fulfillment of a warranty obligation agreed upon with the Customer, is limited to compensation of direct damages up to a maximum of the amount of the price stipulated for that agreement (excluding VAT). If the agreement is an agreement with a term of more than one year, the price stipulated for the agreement shall be set at the total of the fees (excluding VAT) stipulated for one year. In no event, however, shall the total liability of FloSecurity for direct damages, on any grounds whatsoever, exceed €500,000 (five hundred thousand Euros).

12.2 The total liability of FloSecurity for damages due to death, bodily injury or due to material damage to property shall never exceed € 1,250,000 (one million two hundred and fifty thousand Euros).

12.3 The liability of FloSecurity for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims of customers of the Customer, damage related to the use of goods, materials or software of third parties prescribed by the Customer to FloSecurity and damage related to the engagement of suppliers prescribed by the Customer to FloSecurity is excluded. Also excluded is the liability of FloSecurity due to mutilation, destruction or loss of data or documents.

12.4 The exclusions and limitations referred to in Article 12.1 to 12.3 are without prejudice to the other exclusions and limitations of liability of FloSecurity under these Terms and Conditions. The exclusions and limitations referred to in Articles 12.1 to 12.3 shall lapse if and insofar as the damage is the result of intentional or deliberate recklessness of the management of FloSecurity.

12.5 Unless performance by FloSecurity is permanently impossible, the liability of FloSecurity on account of attributable failure in the performance of an agreement only arises if the Customer immediately gives FloSecurity written notice of default, whereby a reasonable term for the curing of the failure is given, and FloSecurity continues to fail imputably in the performance of its obligations even after that term. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that FloSecurity is given the opportunity to respond adequately.

12.6 A condition for the creation of any right to compensation is always that the Customer reports the damage to FloSecurity in writing as soon as possible after its occurrence. Any claim for damages against FloSecurity shall lapse by the mere expiry of twenty-four months after the claim arose. The provisions of this article as well as all other limitations and exclusions of liability mentioned in these Terms and Conditions also apply in favor of all (legal) persons which FloSecurity engages in the execution of the agreement.

13 Force majeure

13.1 Neither party shall be bound to fulfill any obligation if prevented from doing so as a result of force majeure. Force majeure includes: (i) force majeure of FloSecurity's suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed to FloSecurity by Customer, (iii) defectiveness of items, equipment, software or materials of third parties whose use has been prescribed to FloSecurity by Customer, (iv) governmental measures, (v) power failure, (vi) failure of internet, computer network or telecommunication facilities, (vii) war, (viii) general transport problems of one or more staff members.

13.2 If a force majeure situation lasts longer than ninety days, either party shall have the right to dissolve the agreement in writing. What has already been performed under the agreement shall in that case be settled proportionately, without the parties owing each other anything else.

14 Services

14.1 FloSecurity shall use its best efforts to perform the services with care, where appropriate in accordance with the agreements and procedures recorded in writing with the Customer. All services of FloSecurity shall be carried out on the basis of an obligation of best efforts, unless and to the extent that a result has been expressly promised by FloSecurity in the written agreement, which has been described with sufficient specificity. In such a case, the burden of proof, that the services and the results of the services provided by FloSecurity do not comply with what has been agreed upon in writing or with what may be expected from a reasonably acting and competent service provider such as FloSecurity, rests entirely with the Customer, without prejudice to FloSecurity's right to provide evidence to the contrary by all means. FloSecurity may continue to perform the agreed services using a new or modified version of the agreed software. FloSecurity is not obliged to maintain, modify or add features or functionalities of the service or software specifically for the Customer. In addition, FloSecurity is not obliged to perform data conversion.

14.2 FloSecurity shall only perform services on the instructions of the Customer. When FloSecurity, pursuant to a request or authorized order issued by a government authority or in connection with a legal obligation, performs work in relation to data of Customer, its employees or users, all related costs will be charged to Customer.

14.3 FloSecurity does not guarantee that the equipment and/or software it makes use of in the context of its services will be timely adapted to relevant laws and regulations or that it will function faultlessly and without interruptions. FloSecurity does not warrant that defects in software not developed by FloSecurity itself will be remedied. FloSecurity is entitled to implement temporary solutions or program workarounds or problem-avoiding restrictions in the software. All equipment, software and items used by FloSecurity in the provision of services shall remain the property or intellectual property of FloSecurity, even if Customer pays a fee for their development or acquisition by FloSecurity.

14.4 The agreement between FloSecurity and the Customer may include additional provisions regarding the availability of FloSecurity's services during the performance of preventive, corrective or adaptive maintenance work by FloSecurity. If nothing is specifically agreed upon between the parties in this regard, FloSecurity is entitled to temporarily take the Services out of service, in whole or in part, for the aforementioned maintenance work. FloSecurity shall not allow the taking out of service to last longer than necessary, if possible take place outside office hours and, depending on circumstances, commence after notification to Customer.

14.5 When FloSecurity performs services using data to be provided by the Customer, such data shall be prepared by the Customer in accordance with the conditions to be set by FloSecurity and delivered at the expense and risk of the Customer. Customer guarantees that all materials, data, equipment, software, procedures, instructions and other operating resources provided by him to FloSecurity for the performance of the services are at all times correct and complete and that all data carriers provided to FloSecurity meet FloSecurity's specifications. Customer is, in cases referred to in the preceding sentence, responsible for obtaining all necessary licenses or approvals regarding these operating assets that FloSecurity requires.

14.6 If the services agreed between the parties change in content and/or scope and/or are expanded, FloSecurity is entitled to charge additional costs to the Customer for this. Only when the parties have explicitly agreed on this in writing, FloSecurity is obliged to follow timely and responsible instructions given by Customer in the execution of services. FloSecurity is not obliged to follow instructions that change or supplement the content or scope of the agreed services. However, if such instructions are followed, the relevant work will be compensated according to FloSecurity's usual rates.

14.7 FloSecurity's services shall be performed exclusively on FloSecurity's usual business days and times. Schedules and other estimates of FloSecurity are based on these. If it has been agreed in the agreement that FloSecurity will perform so-called 'standby services' on behalf of the Customer, FloSecurity shall ensure that one or more staff members are available during the days and times mentioned in the agreement. Customer is entitled to call up the aforementioned staff members in the cases mentioned in the agreement. FloSecurity does not guarantee that all breakdowns will be remedied or that the assistance of the called-in staff members will be effective. If an agreement concluded between FloSecurity and the Customer has been entered into with a view to performance by a particular person, FloSecurity is always entitled, after consultation with the Customer, to replace this person by one or more other persons with the same or similar qualifications. If it has been agreed that the services of FloSecurity will take place in phases, or if the method of working of FloSecurity provides for a phased approach, FloSecurity is entitled to postpone the commencement of the services belonging to a phase until the Customer has approved in writing the results of the preceding phase.

15 Management services

15.1 FloSecurity shall perform management services if and to the extent agreed in writing with the Customer. FloSecurity may refer to management services performed by it by any other designation, including, but not limited to, 'security as a service' or 'managed application services'. Even when FloSecurity has given certain management services a different designation in its communications, what is included below regarding management services shall apply to aforementioned services.

15.2 If FloSecurity and the Customer have agreed on certain management services, then the quotation and/or agreement may include further details of the specifically agreed management services. The quotation / agreement may also detail what the Customer may expect under the agreed management services and what FloSecurity may expect from the Customer. Procedures and/or methods used by FloSecurity are only binding if explicitly agreed upon.

15.3 With respect to management services, FloSecurity is only obliged to perform support, backup, development or repair work if and to the extent that the parties have agreed to this in writing.

15.4 Within the framework of management services / FloSecurity is only responsible of that part of the aforementioned services which according to the agreement concluded between the parties is the responsibility of FloSecurity.

16 Consulting, consulting and project management and secondment

16.1 FloSecurity will perform advising, consultancy project management and/or secondment work (hereinafter also referred to as: the Work) if and insofar as this has been agreed in writing with the Customer. That which is included in this Article 16 with regard to advising, consultancy project management and secondment applies without prejudice to that which is included in Article 17 of these General Terms and Conditions.

16.2 FloSecurity's services shall be performed solely on schedules and work shall be based on work being performed by FloSecurity on FloSecurity's usual business days and times.

16.3 If the parties have agreed to secondment in the agreement, FloSecurity shall provide Customer with the employee designated in the agreement to perform work under Customer's direction and supervision in accordance with what has been agreed between the parties.

16.4 The Customer is not permitted to lend or make available the employee made available in the context of secondment to a third party, or to have work performed outside the Netherlands without the prior written consent of FloSecurity.

16.5 Customer is entitled to request the replacement of the seconded employee if the relevant employee expressly does not meet agreed quality requirements and Customer makes this known to FloSecurity in a timely andFloSecurity informed manner, or in the event of prolonged illness or retirement of the relevant employee. FloSecurity shall endeavor to provide replacement as soon as possible but does not guarantee that this is always possible. FloSecurity shall make every effort in the framework of secondment to keep the agreed employee available for work during the term of the agreement. FloSecurity is entitled, after consultation with the Customer, to replace the posted employee.

16.6 Customer is obliged towards the provided employee and FloSecurity to comply with relevant legislation and the obligations arising from related regulations in the field of workplace safety and good working conditions in general.

16.7 FloSecurity is responsible for the timely and complete remittance of the wage tax, social insurance contributions and sales tax payable for the provided employee in connection with the agreement with Customer. FloSecurity indemnifies Customer for all claims of the tax authorities or of the authorities for implementation of social insurance legislation that are due because of the agreement with Customer, on the condition that Customer informs FloSecurity immediately in writing of the existence and content of the claim and leaves the handling of the matter, including making settlements, entirely to FloSecurity. To this end, Customer shall provide the necessary powers of attorney, information and cooperation to FloSecurity to defend itself, if necessary on behalf of Customer, against such claims.

16.8 FloSecurity accepts no liability for the selection of the employee made available or for the results of work carried out under the management and supervision or direction of the Customer. The use made by the Customer of any advice provided by FloSecurity is always at the risk of the Customer.

16.9 Customer is liable for all damages suffered by the assigned employee during or in connection with the work assigned to him. The Customer shall indemnify FloSecurity against all third party claims arising from, or attributable to, the work performed by the assigned employee within the framework of the agreement. The Customer shall indemnify FloSecurity against any liability arising from bodily injury or death of the assigned employee in connection with the performance of the agreement entered into between FloSecurity and the Customer.

17 Reporting and intelligence

17.1 FloSecurity shall periodically provide Customer with information on the execution of the work through the contact person designated by Customer in the manner agreed in writing. Customer shall inform FloSecurity in writing in advance of circumstances that are of interest to FloSecurity, such as on the method of reporting, the question points for which Customer wishes attention, prioritization of Customer, availability of resources and personnel of Customer and special or to FloSecurity possibly unknown facts or circumstances. Customer shall ensure the further dissemination and knowledge of the information provided by FloSecurity within the organization of Customer and assess this information partly on that basis and inform FloSecurity accordingly.

17.2 If an employee deployed by FloSecurity is part of a project or steering group that also includes one or more persons appointed by Customer, the provision of information shall take place in the manner prescribed for the project or steering group. Decisions taken in such a composite project or steering committee shall only bind FloSecurity if the decision-making is done in accordance with what has been agreed upon in writing between the parties or, in the absence of written agreements in that regard, if FloSecurity has accepted the decisions in writing. FloSecurity is never obliged to accept a decision if, in its opinion, it is incompatible with the content of the agreement between the parties. Customer warrants that the persons appointed by it to form part of a project or steering committee that includes persons of FloSecurity are entitled to make decisions that are binding on Customer.

17.3 When one or more of the employees deployed by FloSecurity are part of a project or steering group, whereby the aforementioned persons do not have a decisive vote in this project or steering group, FloSecurity shall never be liable for decisions made by the aforementioned project or steering group, if and insofar as it appears that the persons who have taken a seat on behalf of FloSecurity in this project or steering group have expressed an opinion during the deliberations in this project or steering group that deviates from the final decision or position taken by the project or steering group.

17.4 If the Customer decides that FloSecurity will not be included in an established project or steering committee, FloSecurity shall not be bound by the decisions made by the aforementioned project or steering committee, if such decision is not in accordance with the agreements agreed between the parties or if such decision deviates from a position taken and/or advice given by FloSecurity.

17.5 Customer shall, based on the information provided by FloSecurity (or by its suppliers) regarding measures to prevent and limit the consequences of breakdowns, service defects, mutilation or loss of data or other incidents, identify the risks to its organization and, if necessary, take additional measures. FloSecurity declares its willingness, at the request of Customer, to reasonably cooperate with further measures by Customer against (financial) conditions to be set by FloSecurity. FloSecurity is never obliged to restore mutilated or lost data.

17.5 The employee deployed by FloSecurity to the Customer is authorized at all times to inform the management and/or corporate management of FloSecurity of its activities at the Customer. In any confidentiality agreement between the Customer and FloSecurity or between the Customer and the deployed employee of FloSecurity, the board and/or management of FloSecurity shall not be designated as a "third party" to whom no, or only under conditions, information may be provided about the work. The board and management of FloSecurity will treat the information obtained confidentially.

17.6 Without the prior written consent of FloSecurity, Customer is not entitled to make any communication to third parties regarding the methods, methods and techniques of FloSecurity and/or the content of FloSecurity's advice or reports. Customer shall not provide or otherwise disclose FloSecurity's opinions or reports to any third party. FloSecurity shall not unreasonably withhold its consent as mentioned in the first sentence of this paragraph of this article.

18 Education and Training

18.1 A registration for an education and/or training must always be made in writing and is binding upon confirmation by FloSecurity.

18.2 Customer bears responsibility for the choice and suitability of the training course for the participants. This applies in full if FloSecurity admits a participant to a training course to which admission standards apply. For the purposes of these General Terms and Conditions, participants shall mean persons who have been registered for a training course. The absence of the required prior knowledge on the part of participants shall in no way affect Customer's obligations under the agreement. Customer is permitted to have a participant for a training course replaced by another participant upon FloSecurity's prior written consent.

18.3 If, in the opinion of FloSecurity, the number of registrations gives cause to do so, FloSecurity is entitled, at its discretion, to cancel the education and/or training course, to combine it with one or more other education or training courses, or to have it take place at a later date or time. FloSecurity reserves the right to change the location of the training. FloSecurity is entitled to make organizational and content changes to an education or training if necessary.

18.4 The consequences of a cancellation of participation in an education or training course by Customer or participants shall be governed by the rules customary at FloSecurity. A cancellation must always be made in writing and prior to the education or training or the relevant part thereof. Cancellation or non-appearance shall not affect Customer's obligations under the agreement. In case of cancellation by Customer or participant, it is at FloSecurity's discretion whether a request to send training materials will be granted.

18.5 If FloSecurity makes use of its own equipment or software or a supplier of FloSecurity in the execution of the education or training, FloSecurity does not guarantee that this equipment or software is faultless or functions without interruptions. If FloSecurity carries out the education or training at the Customer's location, the Customer shall ensure the availability of properly functioning equipment and software.

18.6 The conducting of an examination or test does not form part of the agreement. A separate fee is due for the documentation or other training materials or resources made available or produced for the education or training. The foregoing also applies to any training certificates or duplicates thereof.

19 Accessing the Internet

19.1 Many of the services offered by FloSecurity require the Customer to have an Internet connection. If the agreement does not provide otherwise, the Customer is responsible for the availability of an Internet connection.

At all times and in all cases, Customer shall behave with care and not unlawfully towards third parties. In particular, Customer shall at all times respect the intellectual property and other rights of third parties, respect the privacy of third parties, not distribute data in violation of the law, not gain unauthorized access to systems, not distribute viruses or other harmful programs, and refrain from criminal offenses and violation of any other legal obligation.

 

Software

If and to the extent that FloSecurity, makes software available to the Customer, the Customer acquires a non-exclusive, non-transferable and non-sublicensable license to this, unless otherwise stipulated in the quotation and/or agreement. The (intellectual) property regarding the provided software belongs to FloSecurity and/or its supplier. The above applies without prejudice to the third paragraph of this article.

The Client's right of use with regard to the software made available does not extend to the source code of the software. The source code of the software concerned and the technical documentation produced during the development of the software shall never be made available to the Customer, not even if the Customer is prepared to pay a financial compensation for this.

If and to the extent that FloSecurity and the Customer agree that FloSecurity will perform maintenance work in respect of software made available then the Parties may agree on a separate maintenance agreement for this purpose.

If and to the extent that FloSecurity makes third-party software available to the Customer, provided that FloSecurity has notified the Customer in writing, the (license) terms and conditions of those third parties shall apply with regard to that software, overriding any provisions deviating therefrom in these Terms and Conditions. Customer accepts the said terms and conditions of third parties. These terms and conditions were sent by FloSecurity to the Customer with the quotation and/or the agreement. Upon request, FloSecurity will provide the relevant terms and conditions again. If and to the extent that the aforementioned third-party terms and conditions are deemed inapplicable or declared inapplicable in the relationship between Customer and FloSecurity for whatever reason, the provisions of these Terms and Conditions shall apply in full.

 

Equipment/business sales

Only if explicitly agreed in writing between FloSecurity and the Customer will there be sale and purchase of ICT, telecommunications equipment and or other items.

When expressly agreed in writing between the parties, FloSecurity sells the items in accordance with the specifications in the agreement, as Customer purchases them from FloSecurity.

FloSecurity warrants that, upon delivery, the goods are suitable for normal use and meet the specifications agreed between the parties in writing. FloSecurity does not guarantee that the goods are suitable for the use intended by the Customer, unless the written agreement between the parties specifies the purposes of use clearly and without reservation. In any case, the agreement does not include assembly and installation materials, software, consumables, batteries, cables and accessories.

If and to the extent that FloSecurity sells third-party equipment to the Customer, provided that FloSecurity has notified the Customer of this in writing, the terms and conditions of such third parties shall apply in respect of such equipment, overriding any provisions to the contrary in these General Terms and Conditions. Customer accepts the said terms and conditions of third parties. These terms and conditions were sent by FloSecurity to the Customer with the quotation and/or the agreement. Upon request, FloSecurity will provide the relevant terms and conditions again. If and to the extent that the aforementioned third-party terms and conditions are deemed inapplicable or declared inapplicable in the relationship between Customer and FloSecurity for whatever reason, the provisions of these Terms and Conditions shall apply in full.

 

Delivery of equipment

The goods sold by FloSecurity to Customer shall be delivered to Customer ex warehouse. Only if agreed in writing, FloSecurity shall deliver or cause to be delivered the goods sold to the Customer at a place to be designated by the Customer. In that case, FloSecurity will notify Customer, if possible in a timely manner prior to delivery, of the time at which it or the carrier engaged intends to deliver the goods.

FloSecurity shall package the goods according to its usual standards. If Customer requires a special method of packaging, the additional costs associated therewith shall be at its expense. If Customer requests FloSecurity to remove old materials (such as networks, cabinets, cable trays, packaging materials, equipment) or if FloSecurity is obliged to do so, FloSecurity may accept this request by written order at its usual rates.

If the parties have so agreed in writing, FloSecurity shall (have) the items installed, (have) the equipment configured and/or (have) the equipment connected. Any obligation to install and/or configure equipment by FloSecurity does not include performing data conversion and installing software. FloSecurity is not responsible for any required permits. FloSecurity is always entitled to execute the agreement in partial deliveries.

 

Warranty

FloSecurity shall endeavor to the best of its ability to repair any defects in materials and workmanship in the equipment, as well as in parts supplied by FloSecurity within the scope of the warranty, free of charge within a reasonable period of time if these have been reported to FloSecurity within a period of three months after delivery in detail. If, in the reasonable opinion of FloSecurity, repair is not possible, repair is going to take too long or if repair involves disproportionately high costs, FloSecurity is entitled to replace the equipment free of charge with other similar but not necessarily identical equipment. Data conversion necessary as a result of repair or replacement is not covered by the warranty. All replaced parts shall become the property of FloSecurity. The warranty obligation lapses if faults in the equipment or in the parts are due in whole or in part to incorrect, careless or incompetent use, external causes such as fire or water damage, or if Customer makes or causes to be made any changes to the equipment or to the parts supplied by FloSecurity under warranty without FloSecurity's consent. FloSecurity shall not withhold such consent on unreasonable grounds.

Any other or further appeal by Customer to non-conformity of the delivered goods than the provisions of article 25.1 of these general terms and conditions is excluded. In any event, Customer may not invoke the non-conformity of the delivered goods if and insofar as the law denies it such recourse.

Costs of work and repairs outside the scope of this warranty will be charged by FloSecurity in accordance with its usual rates.

FloSecurity has no obligation to repair faults reported after the expiration of the warranty period referred to in Article 24.1, unless a maintenance agreement has been concluded between the parties that includes such an obligation to repair.

 

Confidentiality and acquisition of personnel

FloSecurity and Customer shall ensure that all information received from the other party that is known or reasonably should have been known to be of a confidential nature shall remain confidential. The receiving party shall only use the data for the purpose for which it was provided. Data shall in any case be considered confidential if it has been designated as such by one of the parties. The access and/or identification codes provided by FloSecurity to the Customer shall in any case be considered confidential. Customer shall never provide data to third parties. Misuse or loss of the aforementioned data is at the risk of the Customer.

Each of the parties shall, during the term of the agreement as well as one year after the end thereof, only with the prior written consent of the other party, employ or otherwise, directly or indirectly, allow employees of the other party who are or have been involved in the execution of the agreement to work for them. The said permission may be subject to conditions.

 

Applicable law and disputes

The agreement between FloSecurity and Customer shall be governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.

Disputes that may arise between FloSecurity and the Customer as a result of an agreement entered into between FloSecurity and the Customer or as a result of further agreements resulting therefrom, shall be settled by arbitration in accordance with the Arbitration Rules of the Stichting Geschillenoplossing Automatisering, having its registered office in The Hague, the Netherlands, without prejudice to the right of each of the parties to request a provision in (arbitral) summary proceedings and without prejudice to the right of each of the parties to take precautionary legal measures (see www.sgoa.org).

Before commencing an arbitration procedure as referred to in article 25.2, the most diligent party shall commence a procedure of ICT Mediation in accordance with the ICT Mediation Regulations of the Foundation for the Settlement of Automation Disputes in The Hague, the Netherlands. A procedure of ICT Mediation in accordance with these Rules is aimed at mediation by one or more mediators. The other party undertakes to actively participate in a pending ICT-Mediation, which legally enforceable obligation includes at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each of the parties is free to terminate the ICT-Mediation procedure at any time after a first joint meeting of mediators and parties. The provisions of this paragraph do not preclude a party that deems it necessary from requesting a provision for (arbitral) summary proceedings or taking conservative legal measures (see sgoa.org).

 

FloSecurity

West-Vlisterdijk 22

2855 AH VLIST

t +31 643175132

i info@flosecurity.nl