Version 1.0 - July 2024
Terms indicated in the General Conditions with an initial capital letter shall have the meaning ascribed to them in this Article 1.
- 1.1 Services means all activities performed by Service Provider for the benefit of the Client in performance of the Agreement. Services provided by Service Provider include (but are not limited to) Fuzzing and security consulting.
- 1.2 Service Provider: Perimeter B.V., located at Paxtonstraat 3 N in (8013 RP) Zwolle and registered in the trade register under KvK number 98690515.
- 1.3 Fuzzing: One of the services provided by Service Provider. Fuzzing is an automated testing technique that performs random actions with random input to find unwanted or unexpected behavior of a protocol. Fuzzing is especially effective in detecting errors in complex code, such as mathematical functions, rounding errors, or complex business logic, that would often be missed in a manual security check.
- 1.4 Quotation: the written offer made by Service Provider to the Client. Quotations of Service Provider are valid, unless expressly stated otherwise in Writing, for two weeks after the offer is made.
- 1.5 Assignment: the services to be performed or products to be delivered to the Client by Service Provider in accordance with the Agreement.
- 1.6 Client: the natural or legal person acting in the course of a profession or business, with whom Service Provider concludes the Agreement.
- 1.7 Agreement: the agreement between Service Provider and Client under which Service Provider will provide or cause Service and/or products to be provided to Client and of which the General Terms and Conditions form an inseparable part.
- 1.8 Parties: Service Provider and Client jointly.
- 1.9 Written: the term "Written" includes by e-mail, fax or other electronic medium.
- 1.10 Fee: the monetary amounts payable by the Client to Service Provider for the provision of the Services.
- 2.1 These General Terms and Conditions shall apply to all offers of Service Provider, including Quotations of Service Provider, the performance of work by or on behalf of Service Provider and the performance of (future) Agreements, or to orders given to Service Provider, including also amended, additional or follow-up orders, as well as to all legal relationships as a result thereof or in connection therewith.
- 2.2 The applicability of any purchase conditions or other terms and conditions of the Client is expressly excluded.
- 2.3 Deviations and additions to Agreement and the General Terms and Conditions are only valid if they are agreed between the Parties In Writing.
- 2.4 If any provision of the Agreement is void or annulled, the other provisions of the General Conditions shall remain in full force and effect. The Parties will replace the void or voided provisions with new provisions, taking into account as much as possible the purpose and meaning of the void or voided provision.
- 3.1 The duration or scope of the Assignment will be laid down in the Quotation or in the Agreement. If (and to the extent that) the Agreement between the Parties is a continuing performance agreement and the Quotation or the Agreement does not provide for this, the duration of the agreement will in principle be one year. Continuous Agreements are tacitly renewed each time for the duration of the originally agreed period, unless the Client or Service Provider terminates the Agreement with three months' notice before the end of the relevant period.
- 3.2 Service Provider may terminate the Agreement in writing with immediate effect out of court if:
- a. the Client fails to fulfill its obligations under the Agreement and the failing party fails to fulfill its obligations under the Agreement within a reasonable period of time even after written notice of default by the aggrieved party. If the defaulting party can no longer comply with its obligations under the Agreement or if compliance is permanently impossible, a notice of default may be omitted;
- b. the Client is declared bankrupt;
- c. the Client is granted suspension of payments (provisional or otherwise) or becomes the subject of ‘Whoa’ proceedings (or from similar procedures);
- d. the Client's business is terminated or transferred in whole or in part to a third party.
- 3.3 If the Agreement ends for any reason before all Services have been performed and the indebtedness of the Fee depends on the performance of the Agreement or the passage of time, Service Provider shall be entitled to a portion of the Fee to be reasonably determined, unless otherwise provided in this Agreement. In determining this Fee, the work already performed by the Service Provider, the benefit (enjoyed) by the Client therefrom and the ground on which the Agreement was terminated will be taken into account.
- 4.1 All prices are exclusive of sales tax and other product or service-specific government imposed charges. Unless expressly stated otherwise in writing, all prices announced by Service Provider are in euros. The Fee payable by the Client must also always be paid in euros, unless expressly stated otherwise in writing by Service Provider. Payment by the Client in a way other than in Euros, for example by means of dollars or stablecoins, is (only) possible after explicit and written consent of Service Provider.
- 4.2 With respect to the services rendered by Service Provider and the amounts owed for them by the Client, the data from Service Provider's records shall constitute full evidence, without prejudice to Service Provider's right to provide evidence to the contrary.
- 4.3 After receiving the invoice, the Client shall pay it to Service Provider in a timely manner (in accordance with the Agreement, or in accordance with the payment term as stated on the invoice). In the absence of a clear payment term, invoices shall be paid to Service Provider by the Client within at least 30 days.
- 4.4 If the Client fails to pay the Fee or invoices due to Service Provider or fails to pay them on time, the Client shall be in default without the need for a demand or notice of default. The Client shall owe statutory interest for commercial contracts on the outstanding amount.
- 4.5 If the Client has not paid the claim even after a demand for payment or notice of default, the Client shall, in addition to the amount then due, also be obliged to pay all reasonable extrajudicial and judicial costs incurred by the Service Provider as a result. The foregoing is without prejudice to Service Provider's other statutory and contractual rights.
- 4.6 Service Provider is entitled to suspend its performance under the Agreement if Client fails to ensure timely payment of the agreed Fee.
- 5.1 After the Agreement has been concluded, Service Provider shall make every effort to commence performance of the Agreement in a timely manner. (Delivery) dates published by the Service Provider are indicative and do not apply as deadlines.
- 5.2 Service Provider has the right to engage third parties in the performance of the Agreement. If products and/or services of third parties are part of the Agreement, then (the use of) those products and/or services are additionally subject to the terms and conditions of the third party.
- 6.1 Client shall provide to Service Provider all consent and support necessary and desirable to enable proper and timely delivery of the Services. In any event, Client shall provide to Service Provider:
- a. provide all data and other information that Service Provider indicates is necessary, or that Client should reasonably understand is necessary for the performance of the Agreement; and
- b. provide access to all places, services and accounts under its management (such as server rooms and web hosting accounts), or (by agreement) an adequate test environment if and to the extent necessary for the performance of the Agreement, whether or not they belong to third parties. The Client declares to have the consent of third parties who may be affected by the research and to have duly informed them of the research.
- 6.2 The Client grants Service Provider the right to disable or circumvent any affected security measure present in or near the systems and infrastructures and the right to modify, open, copy and delete the data present on a system or infrastructure, but only if this is necessary for the correct execution of the Assignment.
- 7.1 The Client shall indemnify Service Provider and any third parties engaged by Service Provider against all third party claims and legal action taken by third parties in connection with the assignment. All legal costs (such as attorney or expert fees) incurred by Service Provider in connection with any legal claim in connection with the assignment shall be paid by the Client promptly and in full.
- 7.2 If Service Provider is fined by the authorities in connection with work under this Agreement, or the civil court imposes an obligation to pay damages to a third party, Client shall pay such fines or damages in full.
- 7.3 If persons working for Service Provider in connection with the work for the assignment are arrested, administratively detained or detained by the police, other authorities or private security personnel on the basis of any suspicion of criminal or unlawful conduct, the Client is obliged to make every effort to put an end to this as soon as possible.
- 7.4 The provisions of this article apply only if the basis can be traced back to work related to the assignment and also cannot be characterized as gross negligence or deliberate recklessness on the part of the Service Provider.
- 8.1 Service Provider cannot be held to fulfill any obligation under the Agreement if fulfillment is prevented as a result of force majeure. Service Provider can also not be held liable for any resulting damage.
- 8.2 Force majeure shall include (but not be limited to) power outages, Internet outages, failures in the telecommunications infrastructure or in the data network, attacks by malware or other malicious software, domestic disturbances, pandemics, governmental measures, mobilization, war, terror, strikes, import and export impediments, supply stagnation, fire, floods and defectiveness of items, equipment, software or materials made available or prescribed by Client.
- 8.3 If a force majeure situation has lasted longer than 90 days, both Parties have the right to terminate the Agreement immediately in writing, without any obligation to undo.
- 8.4 Service Provider cannot be held to fulfill any obligation under the Agreement if fulfillment is prevented as a result of force majeure. Service Provider can also not be held liable for any resulting damage.
- 9.1 The total liability of Service Provider on account of attributable failures in the performance of the Agreement or on any legal ground whatsoever (including failures in the performance of any agreed warranty or indemnification obligations), is limited to compensation for the damage as elaborated in this article, unless there is intent or deliberate recklessness on the part of Service Provider's management. Nor does Service Provider make any warranties regarding the Services or advice it provides.
- 9.2 Liability for direct damages shall be limited to a maximum of the amount of the price (excluding VAT) stipulated for that agreement. If the agreement is a continuing performance agreement with a duration of more than one year, the price stipulated for that agreement shall be set at the total of the Fees (excluding VAT) stipulated for one year. However, in no event shall the total liability of Service Provider for direct damage, on any legal basis whatsoever, exceed €25,000.
- 9.3 Service Provider's liability for indirect or consequential damages is excluded. This includes loss of profit, lost savings, reduced goodwill, damage due to business interruption, damage resulting from claims by Clients of the Client, damage relating to the use of information or goods, materials or software of third parties prescribed and provided to the Service Provider by the Client and damage relating to the engagement of service providers or auxiliary persons prescribed by the Client to the Service Provider. Also excluded is the liability of Service Provider in connection with hacks, mutilation, destruction, or loss of data or documents. The Client is expected to take care of adequate security and backups itself.
- 9.4 Unless performance by Service Provider is permanently impossible, the liability of Service Provider on account of attributable failure in the performance of an agreement shall arise only if the Client gives Service Provider prompt written notice of default, whereby a reasonable period is given to remedy the failure, and Service Provider continues to fail imputably in the performance of its obligations even after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that Service Provider is given the opportunity to respond adequately.
- 9.5 All legal claims of the Client under the Agreement shall - subject to provisions of mandatory law - expire after one year, calculated from the day on which performance of obligations under the Agreement existing between the Parties has become due and payable, unless the Client has instituted its legal claim before the expiry of that period.
- 10.1 The Agreement does not purport to transfer intellectual property rights from Service Provider to Client nor those of Client to Service Provider.
- 10.2 All intellectual property rights to anything developed or made available to the Client under the Agreement are vested exclusively in Service Provider. The Client only acquires the rights of use agreed in writing between the Parties or expressly granted by mandatory law. Any right of use granted to the Client is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
- 10.3 The Client guarantees that no rights of third parties oppose the provision to Service Provider of equipment, software, data files, designs, or any other material or work whatsoever, if these are made available to Service Provider for the purpose of performing the Order. The Client shall indemnify the Service Provider against any claims by third parties regarding the material made available by the Client or that which the Service Provider must necessarily access or dispose of in the context of the Assignment.
- 10.4 Service Provider is entitled to use Client's name in its external communications.
- 11.1 Parties will keep confidential information strictly confidential and will only use it to the extent necessary for the performance of the Agreement. Confidential information includes in any case information which one of the Parties has indicated is confidential, as well as information which the Parties should know is confidential. The content of the Agreement is in any case confidential information.
- 11.2 Parties impose on each other the obligation to prevent confidential information of (one of) the Parties from coming to the knowledge or into the hands of third parties. This does not apply if the disclosing Party demonstrates that certain information is already publicly known, other than by violation of this confidentiality obligation.
- 11.3 Client agrees that experience and know-how acquired by Service Provider during performance of the Agreement are not subject to the obligation of confidentiality referred to in the preceding paragraph.
- 12.1 The Agreement shall be governed by Dutch law. Applicability of the Vienna Sales Convention is excluded.
- 12.2 In the event of disputes regarding the textual interpretation of the Agreement or these General Terms and Conditions, the Dutch version shall prevail. Non-Dutch versions provided by Service Provider are a translation of the Dutch version.
- 12.3 To the extent not otherwise prescribed by the rules of mandatory law, all disputes arising from or related to this Agreement shall be submitted (exclusively) to the competent court of the district in the Netherlands in which Service Provider has its registered office, on the understanding that Service Provider is entitled to also submit the dispute to a court having jurisdiction on other grounds.