Terms & Conditions

CI-IT B.V., registered at Ericssonstraat 2, 5121 ML Rijen, the Netherlands.

Article 1 — Applicability

A. These general terms and conditions apply to all agreements entered into by CI-IT B.V. (hereinafter: CI-IT) with respect to the provision of its services and the execution of its work. This work includes, among other things, services in the field of integrity, security, and compliance. The conditions also apply to all pre-contractual stages. The General Data Protection Regulation (GDPR) applies to all such work.

B. The client's general terms and conditions do not apply, unless CI-IT has expressly accepted them in writing.

C. Oral statements and commitments by CI-IT employees are only binding if confirmed in writing by CI-IT.

D. Both parties each appoint a contact person authorized to represent the respective party in the execution of the agreement.

E. If multiple agreements are concluded, the agreement with the most recent date prevails.

F. The client must have a legitimate interest in placing the assignment.

G. If one or more provisions prove inapplicable or lapse, the remaining provisions remain in full force.

Article 2 — Quotation

A. Quotations by CI-IT are only binding if issued in writing and accepted or confirmed in writing by the client.

B. All rates quoted by CI-IT are exclusive of VAT.

C. Quotations remain valid for a maximum of three months from the date of the quotation, unless expressly stated otherwise.

Article 3 — Execution of work

A. CI-IT is obliged to perform its services and work to the best of its knowledge and ability, in compliance with applicable laws and regulations.

B. Any delivery deadlines quoted by CI-IT are not binding deadlines unless expressly agreed in writing.

C. The client is obliged to provide CI-IT with the opportunity to carry out the agreed services and to provide all necessary information.

D. CI-IT has the right to unilaterally terminate an accepted assignment if its execution would require acting contrary to law, morality, or public decency, or if the information provided proves insufficient or incorrect.

E. CI-IT reserves the right to suspend or withdraw an assignment in the event of force majeure.

F. If the client terminates the assignment prematurely, the client is obliged to compensate for work already performed.

G. CI-IT may use external employees if it deems this necessary for the proper execution of the assignment.

H. CI-IT and its employees are obliged to maintain confidentiality of all information obtained in the receipt and execution of the assignment, except where required by law or legal proceedings.

I. Regular service provision does not include becoming involved in political disputes or conflicts between the client and third parties.

J. CI-IT is not obliged to disclose the sources used in preparing its report.

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.

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

C. Reduced work means only that part of the agreed work of which the client has notified CI-IT at least 48 hours before the planned start that it no longer needs to be performed.

Article 5 — Costs, payment, and price changes

A. CI-IT reserves the right to begin work only after a requested advance payment has been made by the client.

B. If the client requests a consultation involving a visit, a minimum fee of three hours will generally be charged.

C. CI-IT is entitled to pass on all costs directly or indirectly related to the execution of the assignment, including an office costs surcharge of 5% of the assignment value.

D. If a minimum and/or maximum limit amount is included in the quotation, CI-IT will inform the client if these limits are exceeded.

E. For long-running assignments, CI-IT may submit an interim invoice at the end of each four-week period.

F. Payment must be made within 30 days of the invoice date. In the event of late payment, the client is in default by operation of law and owes statutory interest, as well as administration and collection costs of at least 15% of the amount owed.

G. If the client disputes only part of an invoice, this does not release the client from the obligation to pay the undisputed part on time.

H. The client may only invoke set-off if CI-IT acknowledges the counter-claim or its validity has been legally established.

I. After completion of the assignment, CI-IT sends the final invoice to the client.

Article 6 — Postponement

A. Postponement of planned work must be communicated in writing only. If notified more than five business days before the planned start, work may be rescheduled at no cost. If notified five business days or fewer before the agreed start, the costs of scheduled CI-IT employees will be charged (maximum three business days per employee).

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

Article 7 — Termination and extension

A. A resolutive condition for the agreement is if either party is declared bankrupt or granted (provisional) suspension of payments.

B. A fixed-term agreement is deemed to be tacitly extended after the agreed period until the assignment is fully completed. An open-ended agreement may be terminated by either party by registered letter with three months' notice.

Article 8 — Liability

A. CI-IT accepts no responsibility for any action or measure taken by the client as a result of the execution or findings of the assignment.

B. CI-IT is never liable for damage that was unavoidable under the applied method, if CI-IT was forced into that method by the client or by urgency demanded by the client.

C. CI-IT is not liable for failure to perform the agreed work due to force majeure.

D. CI-IT is not liable for damage if the client provided insufficient or incorrect information.

E. CI-IT is not liable for damage if the client has not notified CI-IT of the damage by registered letter within two weeks of the incident.

F. CI-IT is only liable for damage resulting from gross negligence or intent by its employees or management, provided the client can demonstrate this.

G. CI-IT employees are not personally liable to the client for damage caused in the course of their employment, unless due to intent or gross negligence.

H. CI-IT's contractual liability is at all times limited to a maximum of 50% of the total amount invoiced for the relevant assignment, with an absolute maximum of €25,000.

I. All extra-contractual liability of CI-IT towards the client is excluded.

J. If CI-IT employees observe a criminal offense, this is reported to the client. CI-IT reserves the right to file an independent report if this is necessary to protect CI-IT's interests.

K. The client indemnifies CI-IT at all times against all claims by third parties.

Article 9 — Equipment

If CI-IT provides or rents equipment for the execution of work, responsibility for any damage or loss rests with the client. In the event of non-payment of rental installments, CI-IT is entitled to repossess the equipment.

Article 10 — Results of work

A. CI-IT is obliged to carry out each assignment carefully and to the best of its knowledge and ability, but cannot guarantee a specific result.

B. Upon completion, CI-IT may at the client's request prepare a written report, advice, or evaluation. Only what is reported in writing by CI-IT is considered as originating from CI-IT.

C. The report is strictly confidential and exclusively intended for the client and/or their authorized representatives.

D. The copyright and ownership of the report rests with CI-IT. Without prior written permission, the report may not be reproduced or provided to third parties.

E. All intellectual property rights relating to documents provided by CI-IT remain the property of CI-IT.

F. CI-IT is not obliged to disclose sources underlying its report, unless legally required.

G. CI-IT accepts no responsibility for actions the client takes against third parties based on the report. The client indemnifies CI-IT against all third-party claims in this regard.

H. If CI-IT or its employees are summoned as witnesses in legal proceedings related to the assignment, the client compensates the missed hours and costs incurred.

Article 11 — Non-solicitation

The client undertakes not to employ (former) CI-IT employees or persons engaged by CI-IT during the term of the agreement and for twelve months thereafter, nor to assign them work comparable to that performed by CI-IT for the client. Violation incurs an immediately payable, non-reducible penalty of €50,000.

Article 12 — Installation of audio/video equipment

A. These provisions apply when CI-IT installs audio and/or video recording equipment on the client's premises.

B. Equipment is installed on a one-off basis under the client's responsibility.

C. The client is authorized to use the telecommunications connection on which the equipment is installed.

D. The client warrants full compliance with the GDPR and other relevant regulations regarding the recording of communications and/or images.

E. CI-IT removes the equipment once the purpose has been achieved or can no longer reasonably be achieved.

F. The client is liable for all damage arising during the term of the agreement.

G. The client must immediately destroy audio/video recordings or digital files once they are no longer relevant to the investigation.

Article 13 — Investigation of automated systems

A. CI-IT carries out investigations within automated systems on behalf of the client.

B. If necessary, CI-IT makes copies of data exclusively on instruction and in the presence of the client.

C. The client declares to be authorized over the relevant automated systems.

D. Investigation is only permitted if there are suspicions of unlawful conduct or abuse.

E. The client warrants compliance with the GDPR and other relevant regulations and indemnifies CI-IT against third-party claims.

F. Results are provided to the client in report form, together with copies made.

G. The client is liable for all damage resulting from the investigation of the automated system.

Article 14 — Data Protection Impact Assessment (DPIA)

CI-IT has conducted a general DPIA on its standard processes and, where necessary, taken additional measures to protect personal data. Where required, CI-IT will conduct a specific DPIA before commencing processing of personal data.

Article 15 — Complaints procedure

CI-IT performs its services to the best of its knowledge and ability. Should the client wish to file a complaint, it must do so in writing and with reasons within six weeks of the date of the relevant conduct. For more information, see the Complaints Procedure on our website.

Article 16 — Governing law and jurisdiction

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

B. All disputes will be submitted exclusively to the competent district court.

Article 17 — Entry into force

These general terms and conditions of CI-IT enter into force on August 1, 2025. They are available on request from CI-IT and may also be downloaded from www.ci-it.nl.