These General Terms and Conditions shall apply to all consultancy services
proposed or provided by the Cybasoft (Consultant), which are delivered entirely or
partially to the Client.


    In these General Terms and Conditions, the following definitions are applicable:
    “Client” means the organization or company with whom the Contract is entered into;
    “Confidential Information” means any information related to the Engagement
    disclosed by the Client to the Consultant and by the Consultant to the Client,
    respectively, either directly or indirectly. Confidential Information may include, by
    way of example but without limitation, products, specifications, formulae, equipment,
    formulas, models, employee interviews, records, quality monitoring
    schemes/programs, training materials, business strategies, customer lists, know-how,
    drawings, pricing information, inventions, ideas, and other information, or its potential
    use, that is owned by or in possession of the Client and the Consultant, respectively;.
    “Consultant” means.; The user of these Terms and Conditions;
    “Contract” means the contract between the Client and the Consultant which defines
    the scope of the Engagement and the services to be rendered by the Consultant, as
    well as the fee schedule for said services. More specifically, the Contract shall
    consist of the Purchase Order, these Terms and Conditions and any other
    documents (or parts thereof) specified in the Purchase Order;
    “the Engagement” means any agreement, in whatever form, reached between the
    Consultant and the Client pursuant to which the Consultant agrees to render services
    to the Client in exchange for a fee plus costs;
    “Force Majeure” means any cause beyond the reasonable control of the affected
    party, including, but not limited to, any act of God, war, riots, acts of the public
    enemy, fires, strikes, labour disputes, accidents, or any act in consequence of
    compliance with any order of any government or governmental authority;
    “Project” means the services to be provided by the Consultant to the Client as
    specified in the Purchase Order;
    “Purchase Order” means the document (i) setting out the services to be
    provided by the Consultant to the Client and (ii) listing any documents and the like
    to be provided by the Client to the Consultant such that the Consultant may perform
    the Project;
    “Subcontractor” means either an affiliate or subsidiary of the Consultant, or an
    independent contractor, respectively, which is qualified to perform the applicable
    services as contemplated by the Engagement and the Contract, and has been
    contracted by the Consultant accordingly, as evidenced by an agreement in writing.
    2.1 These General Terms and Conditions govern the provision of all services from or
    on behalf of the Consultant to the Client and apply to all legal relationships between
    the Consultant and the Client.
    2.2 These General Terms and Conditions supersede any and all prior oral and written
    quotations, communications, agreements and understandings of the parties and shall
    apply in preference to and supersede any and all terms and conditions of any order
    placed by the Client and any other terms and conditions submitted by the Client.
    Failure of the Consultant to object to terms and conditions set by the Client shall in
    no event be construed as an acceptance of any terms and conditions of the Client.
    Neither the Consultant’s commencement of performance nor the Consultant’s
    delivery of services shall be deemed or constituted as acceptance of any of the
    Client’s terms and conditions. Any communication or conduct of the Client which
    confirms an agreement for the provision of services by the Consultant, as well as
    acceptance by the Client of any provision of services from the Consultant shall
    constitute an unqualified acceptance by the Client of these General Terms and
    2.3 By contracting on the basis of these General Terms and Conditions, the Client
    agrees to the applicability thereof in respect of future agreements between itself and
    the Consultant, even if this is not expressly stated.
    3.1 The Consultant shall determine the manner in which and the person by whom the
    Engagement will be carried out, taking into account, as far as is feasible, the
    reasonable requests expressed by the Client.
    3.2 The Consultant shall complete the Project with reasonable skill, care and
    diligence in accordance with the Contract.
    3.3 The Client hereby accepts that the time schedule allocated for the performance of
    an Engagement may be subject to change in case of amendment to the Engagement
    and/or the services to be provided thereunder after conclusion of the Engagement.
    3.4 In case of any change of circumstances under which the Engagement is to be
    performed which cannot be attributed to the Consultant, the Consultant may make
    any such amendments to the Engagement as it deems necessary to adhere to the
    agreed quality standard and specifications. Any costs arising from or related to this
    change of circumstances will be fully borne by the client.
    3.5 The Consultant may, at its discretion and, where possible, in consultation with the
    Client, replace the person or persons charged with performing the Engagement, if
    and in so far as the Consultant believes that such replacement would benefit the
    performance of the Engagement.
    3.6 The Consultant shall provide the Client with such reports of his work on the
    Project at such intervals and in such form as the Client may from time to time require.
    The Client has the right to notify the Consultant that it wishes to modify its
    requirements in relation to the Project. Such modifications shall not enter into effect
    until the parties have agreed on the consequences thereof such as to the Contract
    fee and the completion date of the Project.
    The Consultant shall be free to involve Subcontractors, availing of specific expertise,
    in the performance of the Project, provided that the Consultant shall have these third
    parties enter into confidentiality obligations similar to the confidentiality obligations
    applicable to the Consultant. If requested by the Client, the Consultant shall identify
    these Subcontractors, specifying in each case their specific expertise.
    5.1 The Client shall at all times duly make available to the Consultant all information
    and documents that the Consultant deems necessary to be able to carry out the
    Engagement correctly, in the specified form and manner.
    Also, the Client shall provide all cooperation required for the proper and timely
    performance of the Engagement.
    5.2 The Client guarantees that Consultant’s employees can at all times work under
    safe conditions, in accordance with the relevant health and safety regulations and
    environmental rules, and shall indemnify and hold harmless the Consultant against all
    loss, expense or damage arising from or relating to this guaranty by the Client.
    5.3 The Client shall duly inform the Consultant of any facts and circumstances that
    may be relevant in connection with the execution of the Engagement.
    5.4 Furthermore, the Client shall guarantee the correctness, completeness and
    reliability of any information provided to the Consultant.
    6.1 The Client shall pay to the Consultant fees at the rate specified in the Purchase
    6.2 Unless otherwise stated in the Contract, the Consultant shall be entitled to be
    reimbursed by the Client for all traveling and lodging expenses reasonably and
    properly incurred by him in the performance of his duties hereunder subject to
    production of such evidence thereof as the Client may reasonably require.
    6.3 Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted monthly in arrears, for work completed. A 10% late fee will be assessed weekly for any overdue amount. After forty five (45) days, consultant will attempt to collect payments either by charging any existing payment methods on file or seek assistance of a debt collection agency.
    Payment shall be into the bank account mentioned in the invoice.
    6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.
    6.5 Any extra costs arising from or related to any delays in the completion of the
    Engagement stemming from the failure of the Client to duly make available to the
    Consultant the requested information and documentation, shall be fully borne by the
    All results generated by the Consultant in the Project, including reports, other
    documents and materials, shall become the property of the Client. The Consultant
    shall provide all reasonable assistance such that the Client may apply for patents,
    copyrights and other intellectual property rights in respect of these results.
    8.1 The Consultant shall keep secret and not disclose and shall procure that his
    employees keep secret and not disclose any Confidential Information obtained by
    him during the performance of the Project. The foregoing shall not
    apply to information which (i) is or becomes part of the public domain without fault
    on the part of the Consultant; (ii) was already known by the Consultant, other than
    under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is
    lawfully acquired by the Consultant from a third party on a non-confidential basis;
    or (iv) the Consultant is required to disclose pursuant to any law, lawful
    governmental, quasi-governmental or judicial order.
    8.2 Except with the prior written permission of the Consultant, the Client shall not
    publish or otherwise make available the contents of proposals, reports, presentations,
    memos, or other communications by the Consultant, unless these have been
    provided with the intention of providing third parties with the information set out
    therein. Furthermore, the Client shall not disclose any of the Consultant’s methods
    and work strategies without the Consultant’s written permission.
    8.3 The provisions of this Article 8 shall apply during the term of the Contract and for
    a period of five (5) years thereafter.
    9.1 The Consultant, and any person put forward by the Consultant to perform the
    Project, shall not be liable if the services provided or the results generated by him in
    the Project are not absolutely correct, nor does the Consultant, or any person put
    forward by the Consultant to perform the Project, warrant, either expressed or
    implied, that the performance by him of the Project will not infringe upon intellectual
    property rights of any third party.
    9.2 The Consultant, nor any person put forward by the Consultant to perform the
    Project, shall not be responsible for any loss, destruction or damage of whatsoever
    nature (including injury or death) incurred by the Client, its employees or third
    parties, resulting from the use of the Project results by the Client, except to the
    extent that the same can be shown to be due to gross negligence or wilful
    misconduct on the part of the Consultant or his employees. The Client shall
    indemnify the Consultant accordingly.
    9.3 The Client shall not be responsible for any loss, destruction or damage of
    whatsoever nature (including injury or death) incurred by the Consultant, its
    employees or third parties, related to the performance by the Consultant of the
    Project, except to the extent that the same can be shown to be due to gross
    negligence or wilful misconduct on the part of the Client or its employees. The
    Consultant shall indemnify the Client accordingly.
    9.4 Should a party be deemed liable to the other party, by way of indemnity or by
    reason of breach of contract or otherwise, the Consultant’s liability shall in
    aggregate not exceed the price for the Project. In any event, neither party shall be
    liable to the other party for any consequential, indirect, special, incidental or
    exemplary damages of any nature whatsoever that may be suffered by the other
    10.1 Any times or dates set forth in the Contract for provision or completion by the
    Consultant of the services under the Project are estimates only and shall never be
    considered of the essence. Furthermore, the parties hereby acknowledge that the
    time schedule set out for the performance of the Engagement may change during the
    course of said performance. In no event shall the Consultant be liable for any delay in
    providing these services.
    10.2 Either party may terminate the Contract by notice in writing forthwith in the event
    the other party:
    (i) is in default with respect to any material term or condition to be undertaken
    by it in accordance with the Engagement and / or the provisions of the Contract, and
    such default continues unremedied for a period of thirty (30) days after written notice
    thereof by the aggrieved party to the defaulting party;
    (ii) is affected by a Force Majeure which cannot be removed, overcome or abated
    within three (3) months; or
    (iii) shall make any assignment for the benefit of creditors or shall file any petition in
    connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated
    bankrupt or insolvent, if any receiver is appointed for its business or property, or if
    any trustee in bankruptcy or insolvency shall be appointed for that party (and is not
    dismissed within sixty (60) days after appointment).
    10.3 If the Client issues a termination notice, the Client shall be obliged to pay the
    Consultant a compensation equal to the agreed fees apportioned to the services
    already rendered by the Consultant, plus any additional costs incurred by the
    Consultant as a result of said early termination.
    10.4 In case the Consultant cannot be reasonably expected to complete the works
    due to unforeseen circumstances, the Consultant may unilaterally terminate the
    Contract and the Engagement. The Client shall be liable for payment of an amount
    corresponding to the fees due for services already performed, while being entitled to
    receive the (preliminary) results of the services already performed, without the Client
    being entitled to derive any rights therefrom.
    The Consultant shall perform the Contract as an independent contractor and shall not
    be the servant or agent of the Client.
    Any notice given under or pursuant to the Contract shall be given in writing and shall
    be given by mail, registered mail or by facsimile transmission to the other party at the
    addresses mentioned in the Purchase Order, or to such other address as a party may
    by notice to the other have substituted therefore. Any such notice shall be deemed to
    have been received on the second (2nd) business day following the date of its
    mailing if sent by (registered) mail within The Netherlands, on the seventh (7th)
    business day following the date of its mailing if sent by (registered) mail outside The
    Netherlands or on the next business day immediately following the date of
    transmission if sent by facsimile transmission.
    13.1 The Consultant shall carry out his obligations under the Contract in a manner
    that conforms to relevant legal requirements.
    13.2 Without prejudice to the generality of Article 13.1, in carrying out his obligations
    under the Contract the Consultant shall comply with relevant requirements contained
    in or having effect under current legislation relating to health, safety and welfare at
    14.1 All disputes which cannot be settled amicably shall be referred to the applicable
    courts in The Netherlands, and the parties consent to the jurisdiction of the courts
    14.2 The Contract is governed by and interpreted in accordance with the laws of The
    Neither party shall be liable in any way for any damage, loss, cost or expense
    arising out of or in connection with a Force Majeure event. Upon the occurrence of
    any Force Majeure event, the party suffering thereby shall promptly inform the other
    party by written notice thereof specifying the cause of the Force Majeure event and
    how it will affect its performance.