Terms & Conditions

General terms and conditions of service of CI-IT B.V.,
with its registered office at Ericssonstraat 2, 5121 ML Rijen, the Netherlands

Article 1: Applicability of the general terms and conditions

A. These general terms and conditions apply to all agreements that CI-IT BV (hereinafter: CI-IT) enters into with regard to the provision of its services and the performance of its work. This work includes, among other things, services in the field of integrity issues, security issues, and compliance issues on behalf of its clients. The general terms and conditions also apply to all stages preceding the conclusion of an agreement and to services and work performed by CI-IT before the agreement is concluded. The General Data Protection Regulation (GDPR) applies to all of this work.

B. The general terms and conditions of the client, which the client wishes to declare applicable to the agreements referred to in paragraph A and the stages preceding them, do not apply unless CI-IT has expressly accepted these terms and conditions, in whole or in part, in writing.

C. Oral statements and commitments made by CI-IT employees to the client are binding only if and insofar as they have been confirmed to the client in writing by CI-IT.

D. Each party designates a contact person who is authorized to represent CI-IT and the client, respectively, in connection with the performance of the agreement.

E. If multiple agreements are concluded with regard to the services provided, the agreement with the most recent date prevails.

F. In the judgment of CI-IT, the client must have a legitimate interest in issuing the assignment.

G. If one or more provisions of these general terms and conditions prove to be inapplicable or become void, the remaining provisions remain in full force. The inapplicable or void provisions are then replaced by provisions that approximate the intent and purpose of the original provision as closely as possible.

Article 2: Quotation

A. Quotations from CI-IT are binding only if they have been issued in writing and accepted or confirmed in writing by the client. If the client requests that work be carried out, an agreement must first be concluded, provided that CI-IT has accepted these requests in writing, for example by mail or by email.

B. All rates stated by CI-IT are exclusive of value added tax (VAT).

C. The prices and conditions stated by CI-IT in quotations remain valid for a maximum period of three months after the date of the quotation, unless expressly stated otherwise in the quotation. After this period has expired, CI-IT reserves the right to adjust the quoted prices to the price level applicable at that time.

Article 3: Performance of the work and services

A. CI-IT is obliged to perform its services and work to the best of its knowledge and ability, in compliance with the applicable laws and regulations. The manner in which an assignment is carried out is at the discretion of CI-IT.

B. Any delivery periods specified by CI-IT are not strict deadlines, unless expressly agreed otherwise in writing. If delivery does not take place on time, the client must give CI-IT written notice of default.

C. The client is obliged to give CI-IT an appropriate opportunity to perform the agreed services and work. This includes, among other things, the client providing all necessary information relevant to the correct and complete performance of the assignment.

D. CI-IT has the right to unilaterally terminate an assignment it has already accepted if it becomes apparent that performing the assignment would require it to act contrary to the law, morality, or public decency, or if the information provided by the client proves to be insufficient or incorrect. The work performed by CI-IT up to the time of termination will be invoiced to the client and must be paid by the client.

E. CI-IT reserves the right to temporarily suspend an assignment, temporarily not perform it, or withdraw it entirely in the event of force majeure. Force majeure means any circumstance that arises beyond the will and control of CI-IT and that is of such a nature that CI-IT cannot reasonably be expected to (continue to) perform the assignment.

F. If the client terminates the assignment prematurely, the client is obliged to pay for the work already performed by CI-IT, as well as for work that cannot be stopped immediately at that time.

G. In performing the assignment, CI-IT is free to use (external) staff if and insofar as CI-IT considers this necessary for the proper performance of the assignment. CI-IT reserves the right to replace staff already deployed with other staff at any time.

H. CI-IT and its employees are obliged to keep confidential all information they obtain upon receipt and during performance of the assignment, except in the following cases:
a. if legal action is brought against CI-IT or its employees by the client or a third party;
b. if CI-IT is required by law to cooperate in providing information;
c. if allegations are made in the media that, in the judgment of CI-IT, must be refuted in order to protect its good name or reputation.

I. By entering into an agreement as referred to in these terms and conditions, CI-IT undertakes to provide regular services. Regular services in any event do not include becoming involved in any way in political disputes or comparable matters, or in conflicts between the client and third parties, such as disputes in the context of strikes.

J. CI-IT is not obliged to disclose the sources it has drawn on in preparing its report. The client expressly waives any attempt to obtain such source information nonetheless.

Article 4: Additional and reduced work

A. Additional work means: all extra work that, in consultation with the client, is necessary to complete the assignment properly, or work assigned to CI-IT by the client within the scope of the same assignment.

B. The costs of additional work are charged to the client separately by CI-IT.

C. Reduced work means solely that part of the agreed work which the client has indicated, no later than 48 hours before the scheduled start, no longer needs to be performed. Only reduced work reported on time in this manner qualifies for settlement.

Article 5: Costs, payment, and price changes

A. CI-IT reserves the right to start performing an assignment only after the client has paid an advance requested by CI-IT. This advance is set off against the final invoice or final invoices relating to the assignment in question.

B. If the client asks CI-IT for a consultation involving a visit to the client, a minimum of three hours will in principle be charged.

C. CI-IT is entitled to pass on to the client all costs directly or indirectly related to the performance of the assignment. This includes in any event a surcharge for office expenses of 5% of the assignment value. This surcharge serves to cover costs incurred by CI-IT in connection with:
– Overhead;
– (Financial) administration;
– Collection of invoices;
– Advancing third-party costs; and
– General legal costs.

D. If a minimum and/or maximum limit amount is included in the quotation, order confirmation, or agreement, CI-IT will inform the client as soon as possible if these limits are exceeded, either in advance or immediately after it becomes foreseeable that they will be exceeded.

E. For long-term assignments, CI-IT is entitled to submit an interim invoice to the client at the end of each four-week period for which payment is due.

F. The client is obliged to pay the agreed price or, in the case of long-term assignments, the proportional part thereof for each four-week period. Payment must in any event be made within 30 days of the invoice date. If payment has not been made within this period, the client is in default by operation of law and owes statutory interest on the invoice amount from 30 days after the invoice date. In that case, the client is also obliged to pay administrative and collection costs, including court and bailiff costs. These costs amount to at least 15% of the principal sum owed, unless the actual costs are higher. If collection is carried out by a lawyer, the collection costs are equal to the applicable billing rate or the collection rate of the Netherlands Bar Association, respectively. The client is not entitled to apply any discount or set-off to the amounts it owes CI-IT.

G. If the client disputes only part of one or more invoices, this does not release the client from the obligation to pay the undisputed part of the invoices concerned within the set period. An unfounded dispute can never serve as valid grounds for refusing payment in whole or in part. If the client does not pay invoices from CI-IT on time, CI-IT is entitled to suspend its work until the client has fully met its payment obligations. In the event of repeated late payments, CI-IT is authorized, in deviation from the agreed payment terms, to require an advance of up to three times the most recently sent installment invoice.

H. The client may invoke set-off only if its counterclaim is acknowledged by CI-IT or the validity of that claim has been legally established.

I. After completion of the assignment or after issuing its final report, CI-IT sends the final invoice to the client.

Article 6: Postponement

A. Postponement of scheduled work must be reported in writing only, which may also be done by email, stating the work that needs to be rescheduled. If the postponement is reported more than five working days before the scheduled start of the work, this work can be carried out at a later time free of charge. If the postponement is reported five working days or less before the agreed start time, the costs of the CI-IT employees scheduled for this assignment will be charged to the client. These costs amount to a maximum of three working days per employee and are calculated on the basis of the hourly rate of the employee concerned, multiplied by the number of scheduled hours.

B. This arrangement applies regardless of the reason for the postponement.

Article 7: Termination and extension

A. A condition subsequent of the agreement concluded between the parties is the situation in which either party is declared bankrupt or is granted a (provisional) suspension of payments. If either of these situations threatens to arise, both parties are entitled to suspend their obligations toward each other.

B. An agreement entered into for a fixed term is, unless the assignment has been completed within that term, deemed to have been tacitly extended after the agreed period has expired until the assignment has been fully performed. An agreement for an indefinite period may be terminated by either party by registered letter, subject to a notice period of three months.

Article 8: Liability

A. CI-IT accepts no responsibility for any action or measure taken by the client as a result of issuing the assignment, its performance, or on the basis of the findings.

B. CI-IT is never liable for damage that could not be avoided with the working method used if CI-IT was forced to use this working method by or on behalf of the client, or by urgency demanded by the client. This applies unless written objection to the working method in question was made by or on behalf of the client before the work began.

C. CI-IT is not liable for failing to perform, or failing to fully perform, the agreed work if this is the result of force majeure. Force majeure means: any circumstance that arises beyond the will and control of CI-IT and that is of such a nature that performance or further performance of the assignment cannot reasonably be expected of CI-IT. Nevertheless, CI-IT remains obliged to make every effort to prevent or avoid situations of force majeure as much as possible.

D. CI-IT is not liable for damage if the client has provided insufficient or incorrect information on the basis of which CI-IT determined and performed its services or work.

E. CI-IT is not liable for damage if the client has not held CI-IT liable by registered letter within two weeks of the occurrence of the damage, or within two weeks of becoming aware of it. If the client fails to give such notice on time, the ability of CI-IT to investigate the damage and its cause is limited.

F. CI-IT is liable only for damage suffered by the client as a result of gross negligence or intent on the part of its employees or management, provided the client proves this. The client is liable for all damage caused to CI-IT or its employees during the performance of the assignment through the actions of the client or its employees, as long as they or their property are in the buildings or on the premises of the client.

G. Without prejudice to the own liability of CI-IT, the employees of CI-IT are not personally liable to the client for damage they cause in the course of their employment, unless this damage is the result of intent or gross fault.

H. The contractual liability of CI-IT arising from or related to the performance of an assignment is at all times limited to a maximum of 50% of the total amount CI-IT has charged the client for the assignment in question, with an absolute maximum of €25,000 (in words: twenty-five thousand euros).

I. Any non-contractual liability of CI-IT toward the client is excluded.

J. If CI-IT employees discover a criminal offense while performing their work, this is reported to the client. It is up to the client to decide whether to file a police report. However, CI-IT reserves the right to file a report independently if refraining from doing so could cause damage to CI-IT or if failing to report could potentially be punishable for CI-IT. A report is filed by CI-IT employees under the responsibility of the client. The client indemnifies CI-IT and its employees against all third-party claims arising from such a report, from the conduct of CI-IT in detecting criminal offenses, or from giving witness testimony in that regard, regardless of whether CI-IT or its staff can be blamed in any way in connection with the report.

K. The client indemnifies CI-IT at all times against all third-party claims for damage of any kind.

Article 9: Equipment

If CI-IT makes equipment available or rents it out to the client for the performance of work, and this equipment is installed on site at the client, responsibility for any damage to or loss of this equipment rests with the client. If the client does not pay the rental installments owed on time, CI-IT is entitled, without prior notice of default, to remove the equipment from the client, even if this makes the performance of the assignment more difficult or impossible.

Article 10: Provisions regarding the results of the work

A. Performance of the assignment

CI-IT undertakes to carry out every assignment carefully, expertly, and to the best of its knowledge and ability, in compliance with applicable laws and regulations. CI-IT's work constitutes a best-efforts obligation, not an obligation to achieve a specific result. CI-IT therefore cannot guarantee that a particular investigative result will be achieved, that specific facts will be established, or that certain information will be obtained.

B. Scope and completeness of the investigation

In carrying out investigative assignments, CI-IT uses investigative methods and information sources appropriate to the nature and purpose of the assignment. For online risk scans and other digital investigations, CI-IT primarily uses publicly available and otherwise lawfully accessible information sources.

CI-IT makes every effort to collect, analyze, and assess relevant information within the agreed scope of the investigation. However, CI-IT cannot guarantee that all relevant information will be found, that the sources consulted are complete, current, or accurate, or that certain information is actually available or findable online.

The absence of investigative findings therefore does not necessarily mean that certain information, circumstances, vulnerabilities, or risks do not exist. Nor can it be inferred from the absence of incriminating or risk-related information that an investigated person or situation is free of risk.

C. Currency of investigative findings

CI-IT's findings are based on the information that was available and accessible at the time the investigation was carried out. Information from public and digital sources may subsequently be changed, removed, shielded, or supplemented.

Investigative results, including online risk scans, therefore represent a snapshot in time. CI-IT is not responsible for changes in the availability, content, or currency of information after the time of the investigation. Unless expressly agreed otherwise in writing, there is no obligation to update or repeat previously performed investigations.

D. Reporting of findings

Depending on the nature of the assignment and the agreements made, the results of the work may be recorded in a written report, advice, risk scan, evaluation, or other agreed document.

Such a report may contain factual findings, analyses, risk assessments, conclusions, and recommendations. Only what CI-IT has recorded in writing and provided to the client counts as CI-IT's official report.

Information, explanations, or preliminary findings provided orally cannot be regarded as final investigative results unless confirmed in writing by CI-IT.

E. Assessment of information and risks

CI-IT assesses investigative findings on the basis of the available information, the investigative methods used, and its professional expertise.

Risk assessments, risk classifications, conclusions, and recommendations are based on the circumstances and information known at the time of the investigation. Such assessments are advisory in nature and do not guarantee that a particular risk will actually materialize or that unreported risks are absent.

CI-IT is not responsible for the accuracy or completeness of information published or provided by third parties, insofar as any inaccuracies or omissions could not reasonably have been identified through careful investigation.

F. Confidentiality and use of reports

Reports, advice, risk scans, evaluations, and other investigative documents prepared by CI-IT are strictly confidential and intended solely for the client and those persons within the client's organization who are authorized to take note of them.

The client shall handle these documents carefully and confidentially and shall ensure that their contents are used solely for the purpose for which the relevant assignment was issued.

The client is not permitted to use investigative results for other purposes or to provide them to third parties without CI-IT's prior written consent, unless this is necessary for achieving the agreed investigative purpose, arises from a legal obligation, or is required to exercise legal rights.

The client is responsible for the consequences of any unauthorized distribution, disclosure, or other use of the investigative results that is contrary to the agreed terms or applicable law.

G. Copyright and intellectual property

The copyright and other intellectual property rights in reports, advice, risk scans, evaluations, investigative models, methodologies, presentations, designs, software, and other materials produced by CI-IT rest with CI-IT, insofar as these rights accrue to CI-IT.

The client acquires the right to use the delivered documents and investigative results within its own organization for the agreed purpose.

Without CI-IT's prior written consent, these documents may not be made public, commercially exploited, substantively modified, or made available to third parties for other purposes, except insofar as permitted or required by law.

H. Protection and disclosure of sources

In its work, CI-IT uses a wide range of information sources, including public registers, websites, social media, digital data sources, and other lawfully accessible sources.

In accordance with Article 3J, CI-IT is not obliged to disclose the sources underlying its investigative findings and reports.

CI-IT independently determines whether, and to what extent, source references or other details about the origin of information are included in a report or provided to the client.

This provision is without prejudice to any legal obligations, court decisions, and applicable rights of data subjects.

I. Privacy, consent, and processing of personal data

CI-IT carries out its work in compliance with the General Data Protection Regulation (GDPR), the applicable provisions of the Dutch Private Security Organizations and Investigation Agencies Act (Wpbr), the applicable Privacy Code of Conduct for private investigation agencies, and other applicable laws and regulations.

For preventive online risk scans of employees, executives, and other persons within organizations, the client is responsible for informing the persons concerned in advance about the purpose, nature, and scope of the investigation and for obtaining and recording their explicit consent to its performance. The client must be able to demonstrate this consent to CI-IT on request. In addition, a valid legal basis must exist for the processing of personal data. The consent of the data subject does not automatically constitute a valid legal basis within the meaning of the GDPR.

In investigations into suspected fraud, integrity violations, unlawful conduct, or other misconduct, an investigation may take place without the prior consent of the person under investigation, insofar as this is permitted by law and a valid legal basis exists. Informing the data subject in advance may be postponed or omitted only if and insofar as the applicable laws and regulations allow this and the applicable conditions are met.

The client is responsible for providing accurate and complete information about the reason, purpose, and circumstances of the assignment and for substantiating the lawfulness of the investigation it requests.

CI-IT assesses, within its own responsibility, whether the assignment and the proposed investigative methods comply with applicable laws and regulations. CI-IT reserves the right to refuse, suspend, or terminate an assignment if there is insufficient clarity about its lawfulness.

For online risk scans, CI-IT primarily uses publicly available and otherwise lawfully accessible information sources. The collection, processing, and reporting of personal data, including data about the private lives of data subjects, is limited to what is necessary and relevant for the agreed investigative purpose.

Each party remains responsible for complying with the privacy, security, and information obligations that apply to it.

J. Records of interviews and conversations

If interviews or conversations are conducted as part of an investigative assignment, a written record of them may be prepared.

In accordance with the applicable Privacy Code of Conduct, an accurate written account is prepared of interviews with persons under investigation. This record is submitted to the person under investigation within a reasonable period so that they can point out any inaccuracies in the record. The person under investigation cannot be required to read or sign the record.

For interviews with other persons, the applicable provisions of the Privacy Code of Conduct and other laws and regulations apply.

Such records are provided and processed with due regard for the interests of the investigation, the rights of data subjects, and any legal restrictions.

K. Responsibility for decisions and measures

The client is independently responsible for assessing and using the investigative results provided by CI-IT, as well as for any decisions and measures taken as a result.

CI-IT accepts no liability for damage arising from independent decisions, actions, or measures of the client or third parties, insofar as such damage is not the result of a shortcoming or unlawful act attributable to CI-IT.

To the extent permitted by law, the client indemnifies CI-IT against third-party claims arising from the client's unlawful use of investigative results or from decisions and measures for which the client is independently responsible. This indemnification does not apply insofar as the claims in question result from a shortcoming or unlawful act attributable to CI-IT.

L. Cooperation in legal proceedings

If CI-IT or one or more of its employees are summoned as a witness or expert, or are otherwise requested to cooperate in legal proceedings to which the client is a party, in connection with a completed investigative assignment, the client is obliged to reimburse CI-IT for the reasonable costs involved, to the extent permitted by law.

These costs include, among other things, the hours spent on the proceedings, preparatory work, travel and accommodation expenses, and other demonstrably incurred costs.

The compensation for hours spent is calculated on the basis of CI-IT's applicable rates for the work in question. Any witness fee awarded by the court and actually paid by the client is deducted from the compensation owed, insofar as it relates to the same costs.

This provision is without prejudice to legal obligations to give testimony or to cooperate in court proceedings.

Article 11: Non-solicitation

The client undertakes, during the term of the agreement or assignment and for a period of twelve months after its end, not to employ any (former) employees of CI-IT or other (former) persons engaged by CI-IT. Nor will the client, during this period, issue assignments to or enter into agreements with these (former) employees or persons for the performance of work comparable to the work CI-IT has performed for the client.

In the event of a breach of this provision, the client forfeits to CI-IT an immediately payable penalty of €50,000 (in words: fifty thousand euros) that is not subject to mitigation, without any notice of default being required. This provision also covers all constructions aimed at circumventing the non-solicitation clause.

Article 12: Installation of audio/video equipment

A. In addition to the General Provisions of these general terms and conditions, the provisions in this article regarding the installation of audio and video equipment apply if CI-IT, on the instructions of the client, installs audio and/or video recording equipment within the business of the client.

B. The audio/video recording equipment to be installed by CI-IT (hereinafter: the equipment) is specified in writing by the parties. The equipment is installed and connected on an incidental basis under the responsibility of the client.

C. Before the equipment is installed, the client must, in its own judgment, have indications of possibly serious conduct by the person who is the subject of the investigation.

D. The client must be authorized to use the telecommunications connection on which the equipment will be installed.

E. The client guarantees that it fully complies with the General Data Protection Regulation (GDPR) and the other relevant regulations of the Dutch Data Protection Authority (AP) regarding the recording and registration, whether digital or not, of call data and/or video footage and their use. The client fully indemnifies CI-IT against third-party claims in this regard.

F. The agreement takes effect on the date of signing of the order confirmation and remains in force until the moment CI-IT has removed the equipment from the business of the client.

G. The equipment is installed only for a limited period and solely for the purpose of obtaining evidence of possibly unlawful or illegal acts.

H. The equipment is set to recording times that are further specified in writing by the parties.

I. The equipment will be removed by CI-IT as soon as the purpose for which it was installed has been achieved, or as soon as CI-IT and the client jointly determine that the purpose in question can no longer reasonably be achieved.

J. If malfunctions or other irregularities occur with regard to the equipment, the client is obliged to notify CI-IT immediately.

K. The client is responsible for the correct use of the equipment in accordance with the supplied manual.

L. The client is liable for all damage that occurs during the term of the agreement.

M. The client is responsible for storing and securing audio/video tapes or digital image and sound files in accordance with the GDPR and the other regulations of the AP. The client may not retain these files longer than strictly necessary. CI-IT accepts no liability whatsoever in this regard.

N. The client is obliged to destroy audio/video tapes or digital image and sound files immediately once it has been established that they are no longer relevant to the investigation in question.

Article 13: Investigation in automated systems

A. In addition to the General Provisions of these general terms and conditions, the provisions of this article apply if CI-IT conducts an investigation in automated systems on the instructions of the client.

B. On the instructions of the client, CI-IT conducts investigations within automated systems.

C. If necessary, CI-IT makes copies of data from these systems. This is done only on the instructions and in the presence of the client.

D. The automated system in which the investigation takes place is further specified by the parties.

E. The client declares that it is authorized to dispose of the automated systems in question and the files and software present on them.

F. Investigation in an automated system is permitted only if there are suspicions of unlawful or illegal acts or misuse.

G. The client guarantees that it complies with the General Data Protection Regulation (GDPR) and other regulations of the Dutch Data Protection Authority (AP) regarding the recording, registration, and use of data. The client fully indemnifies CI-IT against third-party claims in this regard.

H. CI-IT will examine the copied files in accordance with the assignment.

I. CI-IT provides the results of this investigation to the client in the form of a report, together with the copies made of the files concerned.

J. The client is liable for all damage arising from the investigation in the automated system, including third-party damage claims and claims for alleged infringement of third-party intellectual property rights.

Article 14: Data Protection Impact Assessment (DPIA)

Under the General Data Protection Regulation (GDPR), organizations may be required to carry out a Data Protection Impact Assessment (DPIA) before processing personal data. A DPIA identifies the privacy risks of a data processing operation so that appropriate measures can be taken to mitigate these risks.

CI-IT has carried out a general DPIA for its standard processes and, where necessary, has taken appropriate measures to protect personal data.

If the nature, scope, or circumstances of a specific investigative assignment give reason to do so, CI-IT assesses whether an additional DPIA is necessary and carries it out insofar as this obligation rests with CI-IT.

The client is independently responsible for assessing and complying with any DPIA obligations arising from its intended processing of personal data and the intended use of the investigative results.

Each party remains responsible for complying with the DPIA obligations that apply to it.

Article 15: Complaints procedure

CI-IT performs its services and work to the best of its knowledge and ability. Nevertheless, the client may wish to file a complaint. In such a case, the client must submit the complaint to CI-IT in writing, stating its reasons, within six weeks of the date on which the conduct or event to which the complaint relates took place. If the complaint is not submitted within this period, the right to complain about it lapses.

CI-IT distinguishes between complaints relating to the conduct of CI-IT and/or its employees on the one hand, and complaints relating to the quality of the services provided on the other.

For more information about the complaints procedure, the client can consult the complaints procedure on the CI-IT website: https://www.ci-it.nl/en/complaints-procedure/.

Article 16: Choice of law and competent court

A. All agreements between CI-IT and the client are governed exclusively by Dutch law.

B. All disputes arising from or related to agreements between CI-IT and the client will be submitted exclusively to the competent court of the Zeeland-West-Brabant District Court, Breda location, insofar as the law permits such a choice of forum.

Article 17: Entry into force

These general terms and conditions of CI-IT enter into force on October 1, 2026. They are available from CI-IT on request and can also be downloaded from the website: www.CI-IT.nl.