General Terms and Conditions of Supply and Payment of Pakaros Coöperatie U.A.

Version for services, products and security/SOC activities

Pakaros Coöperatie U.A.
Ter Braaklaan 41
1422 DD Uithoorn
Chamber of Commerce number: 42069595
VAT number: NL869567214B01

Article 1 General

1.1 These general terms and conditions apply to all offers, quotations, assignments, agreements, deliveries and activities of Pakaros Coöperatie U.A., established at Ter Braaklaan 41, 1422 DD Uithoorn, registered with the Chamber of Commerce under number 42069595 and VAT number NL869567214B01, hereinafter referred to as: Pakaros.
1.2 These general terms and conditions apply as soon as the other party has requested a quotation from Pakaros, gives Pakaros an assignment or otherwise enters into negotiations with Pakaros. All provisions are binding between the parties, unless expressly and in writing agreed otherwise.
1.3 In these general terms and conditions the following definitions apply:
a) Delivery: providing advice, assistance, services or work, supplying goods, software, configurations, documentation or other results, and all related acts by or on behalf of Pakaros.
b) Activities: including security advice, Security Operations Center services, monitoring, detection, triage, incident response support, vulnerability analysis, reporting, implementation, management, integration, training and other IT or cybersecurity services.
c) Assignment: any quotation, order confirmation, agreement or other arrangement accepted by the other party under which Pakaros performs activities or makes deliveries.
d) Quotation: any written or electronic offer from Pakaros, prepared on the basis of the information provided by the other party and Pakaros' professional assessment.
e) Other party: Pakaros' contractual counterparty, as well as any party negotiating with Pakaros about a quotation, assignment or delivery.
1.4 All clauses in these general terms and conditions are also stipulated for the benefit of natural persons and legal entities performing work on behalf of Pakaros, and for third parties for whose acts or omissions Pakaros may be liable.
1.5 Pakaros has the right to amend these general terms and conditions from time to time. The amended terms replace the previous terms and also apply to existing assignments from the moment Pakaros has offered the other party a reasonable opportunity to take note of them.
1.6 Pakaros is not bound by deviations from, additions to or clauses conflicting with these terms, unless and insofar as Pakaros has expressly accepted them in writing. In the event of conflict between these general terms and conditions and terms of the other party, these general terms and conditions prevail.
1.7 If any provision of an agreement or these general terms and conditions is void, annulled or otherwise not applied, the remaining provisions remain fully effective. The parties will agree on a replacement provision that matches the purpose and intent of the original provision as closely as possible.

Article 2 Offers and acceptance

2.1 All quotations and offers by or on behalf of Pakaros are non-binding and may be revoked at any time, including where made by a representative, partner or intermediary.
2.2 Quotations are valid for 14 days after their date, unless expressly stated otherwise. Quotations are subject to availability, delivery options, applicable rates and prices of suppliers involved.
2.3 An assignment is formed by written confirmation from Pakaros after receipt of the quotation or assignment accepted by the other party. If Pakaros has not confirmed the assignment in writing, an assignment is formed as soon as Pakaros has started performance.
2.4 Oral commitments by representatives, employees, partners or intermediaries of Pakaros bind Pakaros only if confirmed in writing by Pakaros.
2.5 Each assignment confirmation or order confirmation from Pakaros is deemed correct unless the other party objects in writing, with reasons, within 8 days of its date.
2.6 Changes to an assignment or additional assignments form an inseparable part of the earlier assignment, unless agreed otherwise in writing. If a change leads to extra costs or changed delivery times, these are for the account and risk of the other party.

Article 3 Products and services

3.1 Pakaros will use reasonable efforts to deliver the agreed products, services and activities in accordance with the assignment and the specifications included in it.
3.2 Insofar as results depend on systems, data, choices, cooperation, network conditions, third-party suppliers or security events at the other party, Pakaros' obligation is a best-efforts obligation, unless a specific result has expressly and in writing been guaranteed.
3.3 Pakaros has the right, after consultation with the other party, to supply comparable items, software, configurations or services of equal or better quality where this is reasonably desirable or necessary for performance of the assignment.
3.4 Advice, analyses, reports and security findings are prepared on the basis of the information and circumstances known at that time. Pakaros does not guarantee that all vulnerabilities, threats, incidents or risks will be discovered or prevented.

Article 4 Price

4.1 All prices are in euros and exclusive of VAT, shipping, transport, insurance, licence, cloud, travel, accommodation and other costs due in connection with the assignment, unless expressly stated otherwise.
4.2 If price increases occur between quotation and assignment or between assignment and delivery, including increases from suppliers, software, licences, cloud usage, wages, taxes, levies, transport or foreign currency, Pakaros has the right to pass these increases on to the other party.
4.3 Extra costs resulting from changes to the assignment, delivery timing, scope of work, required materials, tooling, licences or other circumstances on the side of the other party will be charged to the other party.
4.4 Pakaros is not obliged to perform an assignment at a price that clearly results from a printing, writing, calculation or programming error.
4.5 Pakaros' fee is determined on the basis of an hourly rate, fixed price, subscription fee or another fee structure agreed in the quotation or assignment. Unless agreed otherwise, the fee may consist of hours spent, applicable rates, travel and accommodation costs, licence or usage costs and other assignment-related costs.
4.6 Unless the parties agree otherwise, Pakaros invoices at least quarterly. Invoices are specified so that the other party has sufficient insight into the composition of the amount charged.

Article 5 Payment

5.1 All payments must be made within 14 days of the invoice date, without deduction, discount, suspension or set-off, unless agreed otherwise in writing.
5.2 Pakaros is at all times entitled to require advance payment or security for payment.
5.3 If payment is not made on time, the other party is in default by operation of law without notice of default and owes interest of 1% per month from the due date, where part of a month counts as a full month.
5.4 All collection costs of amounts owed by the other party are for the account of the other party. These costs are set at 15% of the unpaid amounts, with a minimum of EUR 250.00, without prejudice to Pakaros' right to claim higher costs actually incurred.
5.5 Each invoice is deemed correct unless the other party objects in writing, with reasons, within 8 days of the invoice date. An objection to an invoice does not suspend the payment obligation.
5.6 In the event of late payment, Pakaros is entitled to suspend its obligations under the assignment, terminate the assignment in whole or in part out of court and claim full compensation.
5.7 Each payment by the other party is applied first to interest due, then to collection costs and then to Pakaros' oldest due claim, unless Pakaros states otherwise in writing.
5.8 Pakaros may outsource its invoicing, payment processing or debtor management to a third party. If claims are validly transferred or pledged to a third party, payment must be made in the manner stated on the invoice or in a written notice.

Article 6 Delivery and deadlines

6.1 Unless agreed otherwise in writing, delivery times, schedules and response times stated by Pakaros are indicative and are not strict deadlines.
6.2 Exceeding a deadline does not entitle the other party to compensation, termination or suspension, unless there is intent or gross negligence by Pakaros.
6.3 In the case of extra deliveries, additional work or supplementary activities at the request of the other party, Pakaros is not bound by previously agreed deadlines unless the parties agree otherwise in writing.
6.4 The other party is obliged to receive or accept delivered items, results, reports, configurations or other output immediately after delivery, unless agreed otherwise in writing.
6.5 Unless agreed otherwise in writing, physical items are delivered carriage paid to the address. The risk of physical items passes to the other party from delivery. The risk of digital deliveries passes from the moment they are made available to the other party.

Article 7 Transfer of rights

7.1 Rights and obligations under or pursuant to an assignment may not be transferred by the other party in whole or in part to third parties without Pakaros' prior written consent.
7.2 Pakaros may transfer its rights and obligations to a group company, legal successor or third party involved in the performance of the services, insofar as this does not materially prejudice the other party's position.

Article 8 Complaints

8.1 If the other party does not complain in writing, with reasons, within 8 days after delivery, the delivery is deemed unconditionally accepted.
8.2 A complaint can only be handled if submitted in writing and if it describes the alleged defect sufficiently specifically.
8.3 The other party must give Pakaros a reasonable opportunity to investigate and, where possible, remedy a defect.
8.4 Submitting a complaint is not grounds for suspending any obligation of the other party.
8.5 A complaint can no longer be submitted once the delivered items or results have been taken into use in whole or in part, unless the defect could not reasonably have been discovered earlier.
8.6 If, despite Pakaros' efforts, a complaint does not lead to remedy or an acceptable solution, Pakaros is at most obliged to credit the amount owed by the other party for the relevant part.

Article 9 Obligations of the other party

9.1 The other party refrains from acts that make it impossible or unreasonably difficult for Pakaros to perform the assignment properly.
9.2 The other party provides Pakaros in a timely, complete and accurate manner with all data, access, accounts, documentation, instructions, contact persons, authorizations and other information needed for the performance of the assignment.
9.3 The other party is responsible for the accuracy, completeness and lawfulness of the data, systems, configurations, instructions and access rights it provides.
9.4 Insofar as defects in Pakaros' work result from obligations of the other party not being met, not being met on time or being insufficiently met, Pakaros is not liable for them. Remedial work will in that case be performed at the other party's expense.
9.5 If necessary data, access or cooperation is not available on time, or if the other party otherwise fails to meet its obligations, Pakaros has the right to suspend performance of the assignment and charge the resulting costs at its usual rates.
9.6 The other party remains responsible for making backups, managing its systems, following security advice and taking organizational and technical measures, unless and insofar as these responsibilities have expressly and in writing been assigned to Pakaros.

Article 10 Liability

10.1 Pakaros' liability towards the other party and third parties for damage arising from or connected with performance of an assignment is always limited to the amount paid out under Pakaros' liability insurance in the relevant case.
10.2 When engaging third parties, Pakaros exercises due care. Pakaros is not liable for shortcomings of these third parties, except insofar as mandatory law provides otherwise.
10.3 The limitation of liability also applies if Pakaros would be liable for errors of engaged third parties or for malfunctioning of equipment, software, data files, cloud facilities, registers, networks or other items used in performing the assignment.
10.4 The limitation of liability does not apply to damage resulting from intent or gross negligence by Pakaros.
10.5 If the insurance does not pay out or the damage is not covered by insurance, liability is limited to the net invoice value of the part of the delivery or service to which the damage relates.
10.6 Pakaros is in no event liable for consequential damage, lost profit, missed savings, reputational damage, data loss, business interruption, fines, third-party claims or damage resulting from cyber incidents, unless there is intent or gross negligence by Pakaros.
10.7 Pakaros is not liable for defects in products, software, services, cloud facilities, data or licences supplied by third parties.
10.8 The other party acknowledges that cybersecurity services can reduce risks but cannot guarantee absolute security, full detection or full prevention of incidents.

Article 11 Indemnity

11.1 The other party indemnifies Pakaros against all third-party claims relating to facts or circumstances for which liability towards the other party is excluded or limited in these general terms and conditions.
11.2 The other party indemnifies Pakaros against third-party claims arising from data, instructions, systems, access rights, materials provided by the other party or the use of products or services supplied by Pakaros after delivery.

Article 12 Force majeure

12.1 In the event of force majeure, Pakaros is entitled to suspend its obligations in whole or in part or terminate the assignment in whole or in part without judicial intervention, without being obliged to pay damages, costs or interest.
12.2 Force majeure on the side of Pakaros means any circumstance outside Pakaros' reasonable control that disrupts normal business operations, delays performance or reasonably makes performance impossible, including:

• natural disasters, war, threat of war, mobilization, disturbances, riots or serious unrest;
• illness, staff outage or lack of availability of specialist capacity;
• strike, work interruption, work prevention or comparable actions at Pakaros, suppliers or third parties;
• failures, outages or limitations of internet, cloud platforms, datacenters, telecom, energy supply or other utilities;
• security incidents, cyberattacks, ransomware, vulnerabilities or emergency measures that prevent or delay performance;
• measures by national or international governments or regulators;
• loss or damage of items during transport;
• shortages, delivery problems or price changes at suppliers;
• attributable failure of third parties used by Pakaros.

12.3 In the event of force majeure, the other party remains obliged to meet its obligations insofar as they relate to the period before the force majeure occurred.

Article 13 Right of retention

13.1 The other party and Pakaros agree that Pakaros is entitled to suspend the release or availability of items, documents, reports, configurations, scripts, accounts, source files or other results until the other party has paid all outstanding amounts, interest and costs.
13.2 The items referred to in paragraph 1 include in any event all goods, services, documentation, digital files, configurations and results to be delivered in accordance with the quotation.
13.3 When exercising the right of retention, Pakaros will take reasonable measures to prevent the other party from suffering irreparable damage, insofar as this can reasonably be required of Pakaros.

Article 14 Intellectual property

14.1 The other party guarantees Pakaros that performance of the assignment does not infringe intellectual or industrial property rights of the other party or third parties and indemnifies Pakaros against all claims arising from this.
14.2 All drawings, diagrams, designs, models, methodologies, scripts, configurations, detection rules, documentation, reports, formats, software, source files and other materials created or contributed by Pakaros remain the property of Pakaros, unless agreed otherwise in writing.
14.3 The other party obtains only the right of use necessary for the agreed use within its own organization. Without Pakaros' written consent, Pakaros materials may not be reproduced, disclosed, made available to third parties or used for other purposes.
14.4 Insofar as the assignment also relates to existing software, open source software, licences or third-party products, the licence terms of those third parties also apply.
14.5 At Pakaros' first request, the other party must return, remove or cease use of materials in which Pakaros retains intellectual property rights, except insofar as the other party has a continuing right of use under the assignment.

Article 15 Termination

15.1 Pakaros is entitled, without further notice of default or judicial intervention, with immediate effect and without being obliged to compensate damage, costs or interest, to terminate the assignment in whole or in part if:
a) the other party fails to meet obligations towards Pakaros;
b) the other party is declared bankrupt, applies for suspension of payments, is placed under guardianship or otherwise loses free control over its assets;
c) the other party's business is shut down, liquidated or becomes insolvent;
d) continuation of the assignment can no longer reasonably be required of Pakaros, for example because of security risks, unlawful instructions or missing necessary cooperation.
15.2 In the cases referred to in paragraph 1, all Pakaros' claims are immediately and fully due and the other party is liable for all damage suffered and still to be suffered by Pakaros, including loss of profit, loss, product damage, costs, interest, transport costs, commission, judicial and extrajudicial costs and all other costs connected with the assignment.
15.3 Compensation for extrajudicial costs amounts to at least 20% of the principal due if it is less than EUR 1,500.00, with a minimum of EUR 250.00; at least 15% if the principal is between EUR 1,500.00 and EUR 3,500.00; and at least 10% if the principal is EUR 3,500.00 or more.
15.4 This compensation is due as soon as Pakaros has engaged legal assistance or handed the claim over for collection. Principal and costs are increased by VAT insofar as due.

Article 16 Applicable law and competent court

16.1 All assignments concluded by Pakaros, all agreements arising from them, their formation, performance and interpretation, and all acts performed by Pakaros, are governed exclusively by Dutch law.
16.2 All disputes between the parties will in the first instance be submitted to the competent court in the district covering Pakaros' place of establishment, unless mandatory law designates another court.