CyberHydra B.V. General Terms and Conditions Consultancy Services
(Version 1.0, 5 May 2024)
1. General
Consultancy agreements between CyberHydra B.V. (“Consultant”) and its clients (“Client”) are subject to these General Terms and Conditions for Consultancy Services (“General Terms and Conditions”). Any variation to these terms must be agreed upon in writing by the Consultant.
In the case of any conflict or inconsistency not expressly agreed upon in writing by the Consultant, these General Terms and Conditions will take precedence over any other terms included in the Client's documents. Acceptance of the Client's service request by the Consultant constitutes a complete and binding agreement between the parties.
2. Formation of Agreement
Any proposals or quotations provided by the Consultant are non-binding and subject to change unless explicitly stated otherwise in writing.
The Client's request for consultancy services constitutes a legally binding offer. The Consultant's acceptance of this request will be confirmed through a written confirmation (including via email). If no written confirmation is issued, the commencement of the consultancy services will constitute acceptance, subject to these terms and conditions.
3. Cancellation
The Client may not cancel the consultancy agreement after its formation as outlined in Article 2, except with the written consent of the Consultant. If the Consultant agrees to a cancellation, the Consultant reserves the right to charge a cancellation fee of up to 25% of the agreed service fees.
4. Service Delivery
The Consultant will make reasonable efforts to adhere to the agreed-upon schedule for providing services. However, the Consultant cannot guarantee adherence to all delivery dates and timelines. The Consultant is not liable for any delays or failures to perform due to factors outside its control.
The Client shall promptly review any deliverables or work products provided by the Consultant and notify the Consultant in writing of any issues or discrepancies within 10 business days of receipt. Failure to provide such notice within the specified timeframe will result in the deliverables being deemed accepted by the Client.
5. Payment Terms
All payments will be made in euros. The Consultant will issue an invoice upon completion of the services or as otherwise agreed in writing. Payment of the invoice is due within 30 days of receipt.
The Client will be deemed in default if payment is not received within the specified period, without the need for a formal notice of default. During any period of default, the outstanding amount will accrue interest at the applicable statutory rate for default interest. The Client is not authorized to offset any amounts due against any claims it may have against the Consultant.
6. Fees and Expenses
Fees for consultancy services are listed in euros. Any quotation or estimate provided by the Consultant is subject to change until the Consultant’s written confirmation of the agreement.
Additional charges related to VAT, travel, accommodation, materials, and other expenses will be invoiced to the Client and included in the invoice.
7. Maintenance of Confidentiality
The Consultant agrees to maintain the confidentiality of any confidential and sensitive information disclosed by the Client during the course of the consultancy services. The Consultant will not disclose, share, or use any such information for any purpose other than fulfilling its obligations under the agreement, except as required by law or with the express written consent of the Client. The Consultant shall take reasonable measures to ensure that any confidential information is protected against unauthorized access or disclosure.
8. Force Majeure
The Consultant is not obligated to fulfil any obligations under the agreement if prevented from doing so by circumstances beyond its reasonable control. This includes, but is not limited to, acts of God, war, terrorism, labour disputes, or governmental regulations.
9. Insurance
The Consultant maintains adequate insurance to conduct its business with an acceptable level of risk. The Consultant is not obligated to meet any specific insurance requirements set by the Client unless agreed in writing.
10. Intellectual Property
All intellectual property rights in any methodologies, tools, or processes used by the Consultant remain the property of the Consultant. However, any results, reports, deliverables, or work products generated specifically for the Client during the consultancy services shall belong to the Client. The Consultant grants the Client a non-exclusive, non-transferable license to use any methodologies, tools, or processes provided by the Consultant solely for the purposes specified in the agreement. The Client may not disclose, distribute, or use the Consultant’s proprietary methodologies or tools for any other purpose without the Consultant’s prior written consent.
11. Assignment
The Consultant reserves the right to assign or subcontract any part of the services to any of its affiliates or third parties without notice to the Client. The Client may not assign its rights or obligations under the agreement without the prior written consent of the Consultant.
12. Limitation of Liability
The Client agrees to indemnify and hold harmless the Consultant from all claims, liabilities, or damages arising from the Client's use of the services, except to the extent caused by the Consultant's gross negligence or willful misconduct.
The Consultant's liability for any claim arising under the agreement is limited to the fees paid by the Client for the specific services giving rise to the claim.
13. Compliance with Laws
The Client and the Consultant shall comply with all applicable laws, regulations, and rules in relation to the services provided under the agreement. The Consultant reserves the right to suspend or terminate services if it believes that the provision of services would violate any applicable laws or regulations.
14. Governing Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles. The parties agree that any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of The Hague, the Netherlands.
15. Severability
If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid provision that reflects the original intent of the parties as closely as possible.