General terms and conditions of sale

1. Purpose

Cyberwise BV provides services under the specific conditions described in the proposal and the General Terms and Conditions of Sale. The agreement between the Client and Cyberwise BV consists of these General Terms and Conditions of Sale and the quotation provided by Cyberwise BV (“Agreement”).

2. Cyberwise BV proposal

The proposal made by Cyberwise BV remains valid for a maximum of thirty (30) calendar days. The Client accepts the proposal of Cyberwise BV by signing an order form or by accepting the start of the services.

3. Tasks and responsibilities

3.1 Provision of information. The Client shall provide Cyberwise BV, within two (2) Working Days (Saturdays, Sundays and official Belgian public holidays not included) of a request from Cyberwise BV, with all necessary information, files, documents and related materials required for the effective performance of the Agreement.

3.2 Cooperation. The Client shall promptly provide all support, facilities and cooperation that Cyberwise BV requires for the efficient performance of the Agreement. This includes granting access to buildings and facilities during and outside normal office hours, providing security protocols and instructions to Cyberwise BV and preparing the environment for the services. The Client shall also designate a contact person responsible for communication with Cyberwise BV and for taking timely decisions regarding the performance of the Agreement.

3.3 Care of Cyberwise BV materials. The Client is responsible for loss of or damage to materials made available by Cyberwise BV for the performance of the Agreement, except where the loss or damage is solely due to the fault or negligence of Cyberwise BV.

4. Services and acceptance

4.1 Delivery obligation. Cyberwise BV will use commercially reasonable efforts to deliver the services at the agreed time.

4.2 Service acceptance. The Client is deemed to have accepted the services unless Cyberwise BV is notified in writing of any problems within five (5) Working Days of the date of delivery.

5. Pricing and payment

5.1 Price specification. Prices are stated in EURO and exclude VAT and any other levies or duties. Cyberwise BV reserves the right to adjust prices if service costs increase before the Client’s order is placed.

5.2 Payment of invoices. Each invoice must be paid separately, clearly stating the invoice number. Cyberwise BV may charge € 65 in administrative costs for consolidated payments.

5.3 Payment responsibilities. The Client is responsible for all costs related to the payment of invoices. Statutory interest is due on late payments without prior notice. Cyberwise BV may suspend the services or consider the Agreement terminated if payment is not made in full and on time.

5.4 Invoice disputes. Invoices are deemed to have been accepted unless Cyberwise BV receives a written complaint from the Client within fifteen (15) calendar days of the invoice date.

5.5 Additional costs. Travel and accommodation costs outside Belgium are invoiced at cost plus 8% administrative costs, with a minimum of € 100 per trip per person. The consultant’s travel time is invoiced at 60% of the agreed hourly rates.

6. Intellectual property rights

6.1 Ownership of rights. All intellectual property rights relating to the products/services belong to Cyberwise BV or its suppliers. The Client acknowledges that it does not acquire any title or ownership rights to intellectual property, unless expressly stated in the Agreement.

6.2 Software licences. All software is supplied under the software licence agreement of the software manufacturer. The Client agrees to comply with these licence terms.

7. Limitation of liability and cybersecurity disclaimer

Cyberwise BV undertakes to perform all services carefully, competently and in accordance with industry standards. However, the Client acknowledges and accepts that, given the nature of cybersecurity, no service or advice can guarantee absolute protection against cyber threats, incidents or attacks.

All services provided by Cyberwise BV, including but not limited to audits, assessments and consultancy, are provided on a ‘best effort’ basis without any guarantee of complete security or immunity from cyber incidents.

Cyberwise BV is not liable for direct or indirect damage, losses or disruptions resulting from a cyberattack, data breach or other cybersecurity incident occurring before, during or after the performance of the services, unless such damage results solely from proven gross negligence or wilful misconduct on the part of Cyberwise BV.

8. Copyright and ownership

All software, programs, studies, systems and documents created under this Agreement are the property of Cyberwise BV. The Client shall ensure that Cyberwise BV has the necessary ownership and usage rights when using copyright-protected software or materials of the Client. The Client shall fully indemnify Cyberwise BV against all costs, legal costs and damages arising from third-party claims relating to the ownership of and rights to such software or materials.

The Client obtains a non-exclusive and non-transferable right to use the documents that Cyberwise BV prepares for the Client under the Agreement, such as policies, procedures and registers, for use within its own organisation. Data and content that the Client provides or enters itself, including in Cyberwise ISMS, remain the property of the Client.

9. Confidentiality

Both parties undertake to keep all confidential information exchanged under the Agreement (“Confidential Information”) secure and not to disclose it to third parties without the written consent of the other party. Confidential Information may only be shared with employees and/or subcontractors who need access for the performance of the Agreement.

10. Duration and termination

The duration of the Agreement is stated in the quotation. Recurring services run for a period of one (1) or three (3) years and are tacitly renewed for the same duration, unless a party terminates the Agreement in writing at least four (4) months before the end of the current period.

When an agreement for Cyberwise ISMS ends, the Client’s environment is closed. The Client receives an export of its own data in advance.

11. Applicable law and competent court

The Agreement is governed exclusively by Belgian law. Disputes fall under the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.