General Terms & Conditions

These general terms and conditions are applicable to all offers and all agreements and contracts between CyberLagom B.V., established in Woudrichem, the Netherlands, Chamber of Commerce 81879245 (hereinafter CyberLagom) and their Client(s).

Any terms or conditions made by any Client that deviate from, or do not appear in, these general terms and conditions are only binding for CyberLagom if explicitly accepted in writing by CyberLagom.

CyberLagom prepares an offer (Statement of Work) in which CyberLagom indicates which activities (the Services) CyberLagom offers to perform, what is included in the Services and what amount needs to be paid for these Services. Only the description of the Services stated in the quotation is binding. The Services may include non-physical goods like i.e. licenses as well.

All resources offered are hired for a fixed amount of time. Any chance in planning needs to be requested at least 28 days before the date of engagement. In case of late changes, CyberLagom is entitled to charge the time planned within the first 28 days.

Unless stated otherwise in the Statement of Work, all services are offered on a time and material basis. CyberLagom does can however provide a budget ceiling. The budget ceiling is an estimate of the maximum amount of costs and is unlikely to be reached. However, in case the budget ceiling is reached an additional quotation will be provided that will need to be accepted and approved by Client.

In case of delay, idle time will be charged outside of the budget ceiling and reported separately to make Client aware of this exception.

In general, the Services include the implementation of and/or migration to CyberArk Privileged Cloud and/or CyberArk on-premises, at the request of the Client, and everything related thereto. Other work will only be performed if this is stated in the quotation.

A quotation is entirely without obligation and valid for 30 days after dispatch, unless stated otherwise in the quotation. CyberLagom can never be obliged to accept an acceptance after this period, but if CyberLagom proceeds to do so, the offer is still accepted.

The agreement is concluded the moment CyberLagom receives the notification of acceptance of the quotation by the Client and Client has provided the procedure and/or email address for invoicing. The quotation must be accepted by the Client in writing by signing it and returning it by email.

The quotation must be signed by staff that is authorised to sign for the amount offered at the moment of signing. As long as this is not the case there is no agreement with CyberLagom.

In case the Client does not explicitly agree with the quotation, but nevertheless accepts it, or gives that impression, that CyberLagom performs work that falls within the description of the Services, then the offer is considered to be accepted. This also applies when Client requests CyberLagom to execute certain work without waiting for a formal offer.

Changes to the Services are only possible with the consent of both parties, except as otherwise provided elsewhere in these terms and conditions.

CyberLagom will make a suitable offer in the event of requests for additional work.

After the agreement has been concluded, the Services will be performed by CyberLagom as soon as possible in accordance with the quotation, taking into account the reasonable wishes of the Client.

Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable correct and timely performance of the Services. In particular, Client shall ensure that all data, access, and all results of required preparatory activities, which CyberLagom indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the Services, are provided to CyberLagom in a timely manner.

The Client will give CyberLagom access to all locations, services and accounts under its management that CyberLagom reasonably needs to provide the Services in a timely manner.

CyberLagom guarantees that the Services are performed carefully, properly and as good as possible. If required for proper performance of the Services, CyberLagom has the right to have certain activities performed by third parties. CyberLagom is and remains responsible towards the Client.

CyberLagom is entitled, but never obliged, to investigate the correctness, completeness or coherence of any source materials, requirements, technical environments or specifications made available to it and to suspend the agreed activities upon discovery of any deficiencies until the Client has corrected the deficiencies in question has taken away. In case of any delay, CyberLagom is entitled to charge fully for all idle time.

Unless otherwise agreed, CyberLagom is not a party to the provision of services from third parties, such as software licenses or hosting that are required for Services, even if CyberLagom purchases these services for the Client.

CyberLagom has the right to (temporarily) not to provide the Services or to a limited extent if the Client does not fulfil an obligation towards CyberLagom with regard to the agreement or acts contrary to these general terms and conditions.

CyberLagom will make every effort to respond to a request from the Client within 72 hours during office hours, unless otherwise agreed in the quotation.

If a Service Includes the development, configuration and/or adaptation of Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photos, films, sound recordings, images, audio-visual material, logos or house styles (hereinafter: 'Works'), CyberLagom has the right, unless otherwise agreed, to use images, software and third-party components in the development, configuration, or adaptation of Works.

CyberLagom is allowed to use open source software of which the rights are with third parties. This means, among other things, that CyberLagom may supply open source software to the Client and may process open source software in Works that CyberLagom creates or adapts in the context of a Service. If the license of certain open source software entails that Client can only distribute (parts of) the software as open source, CyberLagom will inform the Client about all applicable license terms.

After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the Works developed lies with Client.

CyberLagom will deliver the result after execution of the work or parts thereof if, in its professional opinion, this meets the specifications or is suitable for further testing by the Client.

Client must then submit within 14 days after delivery evaluate and approve or reject what is delivered. If the Client does not reject the delivered items within this period, the delivered items are deemed to have been accepted.

CyberLagom will test what it delivers, although this will not go any further than Unit Testing as defined within TMAP (see tmap.net). Client is responsible for all further system, acceptance, production acceptance and any other form of testing required to assess the quality, stability, suitability and any other aspect of the solution provided.

If the work is delivered in phases, Client must approve or reject the part of the work of that phase after completion of each phase in the manner specified in the previous paragraphs. The Client may not base an approval or rejection at a later stage on aspects that have been approved in an earlier stage.

In case the Client rejects the delivery in whole or in part, CyberLagom will make every effort to remove the reason for rejection as soon as possible. CyberLagom can do this by revising the result or by stating why the reason does not hold. The client then has another 60 days to approve or reject the revision or motivation.

If, after the first revision or motivation, the Client has rejected the delivery in whole or in part, CyberLagom will consider a reasonable number of revisions rounds to follow. If a party indicates that further revisions are not (or no longer) useful, both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will compensate CyberLagom for the hours actually worked by CyberLagom at the standard CyberLagom hourly rates, with a maximum of the amount quoted for the rejected amount. However, the Client will not be entitled to use the rejected in any way whatsoever.

After acceptance of the delivered item, any liability for defects in the delivered item lapses. In any case, any liability for defects lapses after the expiry of two months after termination of the Agreement for whatever reason.

All intellectual property rights to all Services or Works developed or delivered in the context of the agreement rest exclusively with CyberLagom or its licensors. Rights can only be transferred to the Client if explicitly stated in the offer or separately.

The Client will only acquire the rights of use and authorisations that arise from the scope of the agreement or that are granted in writing and for the rest, the Client will not reproduce or publish the Works or other results of Services and /or materials. Any use, duplication or disclosure of the materials outside the scope of the agreement or granted usage rights is considered a copyright infringement. The Client will pay CyberLagom an immediately due and payable fine of €50,000 per infringing act and not subject to judicial mitigation. This does not affect CyberLagom's right to obtain compensation for its damage caused by the infringement or to take other legal measures to have the infringement terminated, including but not limited to any fines imposed by CyberArk.

The Client is entitled to make changes to Works that it acquires the right of use. However, in case changes are executed by resources without the required certifications this may impact support delivered by CyberArk.

CyberLagom will make the source files and documents of delivered Works available to Client after payment of the relevant invoice or invoices.

Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.

All services, products and licenses that will be delivered by CyberArk need to be paid in full 21 days before services, products or licenses are delivered. In case of late payment, the discounts offered on CyberArk services, products and licenses will expire. An additional invoice to charge the discounted amounts will be sent and will be due for immediate payment. The due date of the invoice is leading in determining the timeliness of a payment.

Unless agreed differently in the Statement of Work, Services delivered by CyberLagom 50% of the offered budget ceiling is due 14 days before start of the work. The remaining amount is due after delivery of the Services. Other amounts will only be charged if stated elsewhere in these general terms and conditions.

CyberLagom will send an invoice for the amounts owed by the Client to CyberLagom by email to Client.

The payment term of invoices is 30 days after the date of the invoice, unless a longer payment term is provided on the invoice. If Client does not pay on time, discounts on CyberArk products, services and licenses expire and discounted amounts are immediately due. Client will also be in default by operation of law after the expiry of this period without notice of default being required. If an amount due is not paid within the payment term, the statutory interest is due on the outstanding invoice amount. CyberLagom is entitled to and will start legal procedures to get the outstanding invoices paid.

If the Client believes that (part of) an invoice is incorrect, it must report this to CyberLagom within the payment term. The payment obligation of the disputed amount (but not the rest of the amount) is suspended until CyberLagom has investigated the report. If it appears after CyberLagom's investigation that the dispute was unjustified, the Client must still pay the disputed amount within seven days.

In the event of late payment Client is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies, in addition to the amount owed and the interest due thereon. In this case, CyberLagom is in particular entitled to charge an administration fee of €500.

Any claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payment and/or a moratorium or if assets of the Client are seized in full, if the Client goes into liquidation or is dissolved.

The parties will treat information that they provide to each other before, during or after the execution of the agreement confidentially if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.

CyberLagom will make every effort to avoid taking cognizance of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless this is necessary for the proper execution of the agreement or if the Service Provider is obliged to do so pursuant to a statutory provision or court order. In that case, the Service Provider will make every effort to limit the knowledge of the data as much as possible, insofar as this is within its power.

CyberLagom may use the knowledge it has gained during the execution of the agreement for other assignments, insofar as no information from the Client is made available to third parties in violation of the obligations regarding confidentiality.

The obligations under this article also survive termination of the agreement for any reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

CyberLagom is only liable towards the Client in the event of an attributable shortcoming in the fulfilment of the agreement and exclusively for replacement compensation, i.e. compensation for the value of the failed performance.

Any liability of CyberLagom for any other form of damage is excluded, including, among other things, additional compensation in any form whatsoever, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data, security breaches, as well as damage due to exceeding deadlines as a result of changed circumstances.

In the event of liability under the first paragraph, the maximum amount that CyberLagom is obliged to pay will be equal to the amount owed for the relevant Service, minus amounts paid and/or due for CyberArk products, services and/or licenses. This maximum amount will lapse if and insofar as the damage is the result of intent or gross negligence on the part of CyberLagom.

CyberLagom's liability due to an attributable shortcoming in the fulfilment of the agreement only arises if the Client gives CyberLagom immediate and proper notice of default in writing, whereby a reasonable period is set to remove the shortcoming, and CyberLagom is also attributable after that period in the fulfilment of its obligations continues to fall short. The notice of default must provide as detailed a description as possible of the shortcoming so that CyberLagom is able to respond appropriately.

In case of force majeure, which (among other reasons) in any case is understood to mean disruptions or failures of the Internet, telecommunications infrastructure, power failures, internal disturbances, mobilization, war, transport disruption, strike, lockout, business disruption, including business disruption due to unavailability of critical resources, lack of qualified resources in the market, supply disruption, fire, flood, and export obstacles and in the event that CyberLagom's own suppliers, for whatever reason, are unable to deliver, as a result of which compliance with the agreement cannot reasonably be expected of CyberLagom, the execution of the agreement will be suspended, or the agreement may be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

The agreement is entered into for the period necessary for the delivery of the Services.

The agreement can only be terminated prematurely as stipulated in these general terms and conditions, or with the consent of both parties.

After cancellation, termination or dissolution for whatever reason, CyberLagom is entitled to delete all data stored by itself for the Client with immediate effect after the date on which the agreement expires. CyberLagom is not obliged in that case to provide the Client with a copy of this data.

The agreement ends automatically if a party is declared bankrupt, applies for a moratorium or if assets are seized in full, goes into liquidation or is dissolved.

After acceptance, the agreement may only be amended by mutual consent.

If the agreement is a continuing performance agreement, CyberLagom is, however, entitled to unilaterally adjust or extend these general terms and conditions once per calendar year. To this end, it must notify the Client at least 1 month before the adjustments or extensions will take effect. However, changes in the general terms and conditions can never set a specific agreement aside.

If the Client objects within this period, CyberLagom will consider whether it wishes to withdraw the objectionable adjustments or extensions or not. CyberLagom will notify the Client of this decision. If CyberLagom does not wish to withdraw objectionable adjustments or extensions, the Client has the right to terminate the agreement as of the date on which these will take effect.

CyberLagom reserves the right to increase its rates annually on January 1, based on the latest published annual inflation rate (CPI, all households) as reported by Statistics Netherlands (CBS).

CyberLagom is entitled to make changes to these general terms and conditions at any time if these are necessary due to changed legal regulations. The Client cannot object to such changes.

Dutch law is applicable to this agreement. Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of this agreement will be submitted to the competent Dutch court for the district in which CyberLagom is established.

If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. In that case, the parties will determine (a) new provision(s) in lieu of which, as far as legally possible, the intention of the original agreement and these general terms and conditions are given shape.

In these terms and conditions, 'written' also includes e-mail, provided the identity of the sender and the integrity of the content are sufficiently established. The parties will make every effort to confirm the receipt and content of communication by e-mail.

The version of any communication received or stored by CyberLagom is considered to be authentic, unless the Client provides proof to the contrary.

Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, CyberLagom is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.