General Terms and Conditions
- de Vink Security Services Kompas Security
Article 1. Definitions
In these general terms and conditions, the following terms are defined as follows:
Security Company: The security company that has committed to providing the Services.
Consumer: A natural person who does not act in the course of a profession or business.
Services: The services provided by the Security Company to the Client.
Client: Anyone with whom the Security Company enters into an Agreement or for whom the Security Company supplies goods or services.
Agreement: The agreement between the Security Company and the Client regarding the provision of Services, in any form or under any title.
Access Means: All necessities to gain access to the locations where the Services need to be performed, including keys, key cards, access cards, passwords, and other login or access systems.
Article 2. Applicability
These general terms and conditions apply to all legal relationships between the Security Company and the Client, including all Agreements, quotations, offers, deliveries, and legal acts of the Security Company and all Services. These general terms and conditions are an integral part of the Agreement. The Security Company reserves the right to amend these general terms and conditions. Changes come into effect 30 days after being announced by the Security Company. If the Client does not agree with the amendment, they are entitled to terminate the Agreement within two weeks after the announcement as mentioned in this article, without the right to compensation. Any purchasing conditions or other conditions of the Client are not applicable and are expressly rejected. If a provision of these general terms and conditions is void or annulled, the remaining provisions shall remain fully in force. The void or annulled provision will be replaced by a valid provision to be reasonably agreed upon by the parties, which has as much as possible the same intended legal consequences. In case any provision of the (written) Agreement is in conflict with the provisions of these general terms and conditions, the provision of the Agreement prevails.
Article 3. Quotations and Offers, Conclusion and Duration of the Agreement
All offers and quotations, in any form, from the Security Company are without obligation, unless a deadline for acceptance is stated. If no deadline for acceptance is specified, the offer expires in any case after 14 days. If the security company wishes to charge fees for providing a quotation, the Client will be informed in advance. The Agreement is only concluded after written confirmation by the Security Company of the acceptance of the offer by the Client, or at the moment the Security Company has commenced the execution of the Agreement. Unless explicitly agreed otherwise in writing or arising from the nature of the performance that it is a one-time performance, the Agreement is entered into for a definite period, with a term of 12 months.
Article 4. Execution of the Agreement
The Security Company performs the Agreement and Services as a good contractor to the best of its insight and ability, based on the information provided by the Client, in accordance with legal regulations. Special requirements and wishes imposed by the Client on the Services must be reported to the Security Company in writing before the conclusion of the Agreement by the Client. The Security Company only undertakes best efforts obligations and does not guarantee or vouch for achieving the intended or agreed-upon goal. The Security Company also does not guarantee the safety of the objects and persons it secures and provides no guarantees regarding the absence of circumstances and causes of damage—including but not limited to fire, vandalism, burglary, theft, loss, injury, threat, or death—and the associated (damage) consequences sought to be limited or prevented by the Services. The Security Company has the right to involve third parties at its discretion for the execution of the Agreement and Services. The Security Company determines how the Services will be implemented to achieve the intended goal. The Client is not obliged to follow instructions from the Client that are not agreed upon in writing or that may adversely affect the achievement of the intended goal. If, during the execution of the Agreement, the Client gives instructions to the Security Company that are not agreed upon in writing in the Agreement and that lead to a change and/or influence on the Services, only the Client is responsible for all consequences arising from these instructions, and the Client must indemnify and hold the Security Company harmless. The Client is not obliged to perform the Services outside the agreed-upon locations. The Client must make maximum efforts to enable and promote the proper execution of the Agreement. The Client bears, at their own cost and risk, the responsibility for providing all information, permits, Access Means, facilities, and other means that the Security Company has indicated as necessary for the execution of the Agreement or that the Client reasonably should understand are necessary for the execution of the Agreement or the provision of the Services, to the Security Company in a timely manner. The Client obliges itself to allow the Security Company to execute the Agreement under conditions that comply with legal safety requirements and other applicable regulations. The Client ensures that all information and (auxiliary) materials that the Client makes available to the Security Company comply with the applicable safety regulations. The Client is responsible for the costs and damage resulting from a breach of the obligation in the previous paragraph. The Client is obliged to check whether the Services are provided correctly and immediately after the Security Company has informed the Client that the Services have been completed. The Client must notify the Security Company in writing of any defects in the Services within 7 days after the completion of the Services. If the Client does not complain within the period specified in the previous paragraph, the Client is deemed to have approved the Services provided by the Security Company.
Article 5. Prices and Payment
The prices stated by the Security Company are exclusive of VAT and other government levies and exclusive of any costs to be incurred in the context of the Agreement, including shipping and administration costs, unless stated otherwise. The Security Company is entitled to adjust the agreed prices annually, for the first time one year after the Agreement is concluded, in accordance with the Consumer Price Index (CPI) published by Statistics Netherlands. The Security Company is entitled to pass on any cost increases resulting from government measures or otherwise to the Client, even if these are known at the time of the conclusion of the Agreement. The Security Company may demand a prepayment or security from the Client. If the Client fails to meet this demand, the Security Company is entitled to suspend the execution of the Agreement or to dissolve the Agreement. If the Agreement is concluded for an indefinite period, the Security Company is entitled to adjust the prices annually. Invoices from the Security Company must be paid by the Client within 14 days after the invoice date, in the manner specified by the Security Company in the invoice. The client is not entitled to set off any claims against the Security Company. If the Client fails to pay the invoice within the term of payment, the Client is in default by operation of law, without the need for further notice of default. In that case, the Security Company is entitled to charge the statutory interest on the amount of the invoice from the due date until the date of full payment. If the Client remains in default after a demand for payment, the Security Company is entitled to charge extrajudicial collection costs to the Client.
Article 6. Liability and Indemnity
The Security Company is only liable for direct damage suffered by the Client that is a direct and demonstrable result of a culpable failure by the Security Company in the fulfillment of its obligations under the Agreement. Any liability of the Security Company for indirect damage, including consequential damage, loss of profit, lost savings, and damage due to business interruption, is excluded. The total liability of the Security Company for direct damage is limited to the amount of the invoice, excluding VAT, for the Services that led to the damage, or, in the case of continuous performance contracts, to the amount of the invoices, excluding VAT, for the Services provided in the last three months prior to the occurrence of the damaging event. The liability of the Security Company is in any case limited to the amount paid out by the insurer of the Security Company. Any claim for compensation lapses one year after the occurrence of the event giving rise to the damage, without prejudice to the provisions of Article 7:23 of the Dutch Civil Code. The Client indemnifies the Security Company against claims from third parties, including employees of the Client, who suffer damage in connection with the execution of the Agreement and whose cause is attributable to others than the Security Company. The Client indemnifies the Security Company against all claims from third parties for damage caused by defects in goods delivered by the Client to third parties. The Client indemnifies the Security Company against all claims from third parties for damage caused by the use of information, data, materials, or results of the Services provided by the Client, which the Client has made available to the Security Company and/or which the Security Company has used in the execution of the Agreement. The Client is not entitled to suspend its payment obligations and any right of set-off with counterclaims, for whatever reason.
Article 7. Force Majeure
In the event of force majeure, the Security Company is entitled to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part, without being obliged to pay any compensation. Force majeure includes, among other things, but is not limited to, war, threat of war, civil war, riot, strike, lockout, transport difficulties, fire, flood, and other disruptions or events beyond the control of the Security Company. If the force majeure situation has lasted longer than 90 days, both parties have the right to dissolve the Agreement in writing, in whole or in part. If the Security Company has partially fulfilled its obligations at the time of the occurrence of force majeure, or can only partially fulfill its obligations, it is entitled to separately invoice the part already fulfilled or the part to be fulfilled, and the Client is obliged to pay this invoice as if it concerned a separate Agreement.
Article 8. Termination
The Agreement may be terminated by either party with due observance of a notice period of three months, unless the Agreement provides otherwise. Each party is entitled to terminate the Agreement with immediate effect without notice of default being required if the other party is declared bankrupt, applies for a suspension of payments or if the other party’s business is liquidated or terminated other than for the purpose of reconstruction or merger of companies. If the Agreement is terminated prematurely by the Client, the Security Company is entitled to compensation for the damage suffered, including but not limited to the loss of profit and costs incurred. The termination of the Agreement does not affect the provisions of the Agreement and these general terms and conditions that, by their nature, are intended to remain in force after termination.
Article 9. Confidentiality
Both parties are obliged to maintain the confidentiality of all confidential information they receive from each other. Information is considered confidential if the other party has indicated this or if this results from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided. Both parties will take all necessary measures to ensure the confidentiality of the information. The obligation of confidentiality does not apply if the receiving party is obliged to disclose certain information pursuant to laws or regulations.
Article 10. Intellectual Property
All intellectual property rights, including but not limited to copyrights, patents, and trademarks, in all documents, designs, reports, quotations, offers, and other documents produced or provided by the Security Company in the performance of the Agreement, remain the property of the Security Company. The Client only obtains a non-exclusive and non-transferable right of use to the extent necessary for the purpose for which the documents are provided. Without the prior written consent of the Security Company, the Client is not allowed to disclose, reproduce, distribute, or otherwise use or exploit the provided documents. If the Client acts in violation of this provision, they are obliged to compensate the damage suffered by the Security Company, including the lost profit and the costs incurred to obtain a judicial judgment for compensation.
Article 11. Security
If, after the conclusion of the Agreement, the Security Company reasonably cannot rely on the Client to fulfill their payment obligations completely and on time, the Security Company may demand security for all existing and future obligations from the Client. The Security Company is authorized to suspend the execution of the Agreement and/or, after the Client has been notified, terminate the Agreement as long as the security is not provided. All goods delivered or made available by the Security Company to the Client in the context of the execution of the Agreement remain the property of the Security Company until the Client has fulfilled all its obligations, including the payment of all amounts due during the term of that agreement, as well as any default interest and/or collection costs.
Article 12. Data and Confidentiality
The Security Company registers and stores personal data of the Client. By providing the assignment to the Security Company, the Client expressly consents to the processing of their personal data by the Security Company. The Security Company handles this personal data in accordance with the privacy statement of the Security Company. All personal data received or collected by the Security Company from the Client in the execution of the Agreement is subject to confidentiality towards third parties. The Security Company will not use this information for any purpose other than for which it was obtained unless it is in such a form that it cannot be traced back to the individuals concerned. This confidentiality obligation does not apply:
To the extent the Client has given explicit consent to provide the information to third parties;
If providing the information to third parties is logically necessary for the execution of the Agreement;
If there is a legal obligation to provide the information to a third party; or
If personal data is provided to third parties in their capacity as a subprocessor. The Client grants the Security Company the right to communicate messages digitally with it and third parties, being aware that the confidentiality of information sent in this way is not fully guaranteed.
The Security Company, the Client, and the third parties engaged by one of the parties in the context of the assignment are obliged to maintain confidentiality of all confidential information they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information, including, in any case, the security plan, service schedules, and instructions of the Security Company regarding the Services. The Client acknowledges that access to and distribution of personal information of itself or its employees, representatives, or affiliated parties may be necessary in the interest of proper service provision as laid down in this agreement. The Client indemnifies the Security Company against any claims from third parties arising from this.
Article 13. Termination and Suspension
Without prejudice to the provisions in these general terms and conditions, a Agreement for an indefinite period can only be terminated with a notice period of six (6) months. An Agreement for a fixed period cannot be terminated in the interim and can only be terminated at the end of the term with a notice period of three (3) months. In the absence of timely termination, the Agreement will be renewed for the same period and under the same conditions until it is validly terminated. In deviation from the foregoing, it applies to a Client acting as a consumer that the Agreement ends by operation of law after the end of the term of the Agreement. If the Agreement is then continued tacitly, it is for an indefinite period and can be terminated at any time with a notice period of six (6) months in writing by registered mail. The Security Company is authorized, among other things, to suspend the execution of the Agreement or to terminate the Agreement with immediate effect at no cost, without prejudice to the right of the Security Company to claim damages, if:
The Client has been declared bankrupt or an application for this has been filed, (preliminary) suspension of payment has been granted to the Client, or the Client has been admitted to debt restructuring under the Natural Persons Debt Restructuring Act;
The Client does not, not timely, or not fully fulfill the obligations from the Agreement;
Circumstances have become known to the Security Company after the conclusion of the Agreement that give good reason to fear that 1) the Client will not fulfill its obligations, or 2) the Security Company cannot perform the Agreement as a good contractor;
There has been such a change in circumstances after the conclusion of the Agreement that the Security Company no longer wants or can execute the Agreement, or no longer under the same conditions;
The Security Company has asked the Client to provide security for the performance at the conclusion of the Agreement, and this security is lacking or insufficient;
The insurance coverage of the Security Company with regard to the Agreement or Services expires or is significantly changed for any reason;
There is a change in legislation and regulations with far-reaching consequences for the obligations of the Security Company under the Agreement.
Upon termination of the Agreement, all claims of the Security Company against the Client are immediately due and payable, the Client is obliged to immediately return all unpaid goods, and the Security Company has the right and is hereby irrevocably authorized by the Client to gain access to the grounds and buildings of the Client, enter them, and take possession of the relevant goods with or without the use of the Access means. The Client is only authorized to terminate the Agreement in the event of an attributable failure by the Security Company that justifies termination and the Security Company is in default after prior notice by the Client. If circumstances arise regarding persons and/or materials that the Security Company uses or is accustomed to using in the execution of the Agreement, or the circumstances regarding the persons or objects to which the activities of the Security Company relate are of such a nature that the execution of the Agreement becomes impossible or so burdensome and/or disproportionately expensive, that fulfillment of the obligation under the Agreement can no longer reasonably be demanded, the Security Company is authorized to terminate the Agreement with immediate effect.
Article 14. Applicable Law and Disputes
Dutch law applies exclusively to the Agreement between the Security Company and the Client, including the formation and performance thereof, and any related disputes. All disputes between the Security Company and the Client will be exclusively submitted to the Dutch court in the district where the Security Company is established or – if the Client is a Consumer – the district where the Client is established.
SPECIAL SERVICES
Article 15. Alarm Center
The alarm center service is a service in which the designated alarm center receives and processes notifications from specific security equipment and then alerts the authorities and/or persons in accordance with the Agreement and/or written instructions from the Client. The Security Company will, as much as possible, adhere to the order specified by the Client in writing, but is not bound by it. The Security Company does not guarantee the accessibility, actions, omissions, or other (adequate) intervention by the alerted persons and/or (government) authorities. If the notification gives reason for it, at the discretion of the Security Company, the Security Company is authorized to investigate the situation on-site at the expense of the Client, only if and insofar as this is part of the Services. The Security Company has the right to store data received from the Client in a digital database. Upon written request from the Client, the Security Company will send a current overview of the data registered in the database.
If the signals registered by the alarm center deviate from the alarm system and/or from the Client, the data from the alarm center used by the Security Company to verify the signals of the alarm system unchanged is the decisive data. The Client is aware of the possibilities and limitations of the alarm system and accepts these. The Security Company is not liable for damage, loss, or costs resulting from the malfunctioning of the alarm system and/or the (telephone) lines. The Client is responsible for ensuring that the alarm center can be reached at all times and that the connection between the alarm center and the Client’s alarm system is functioning properly. The Client indemnifies the Security Company against any claims from third parties arising from this.
Article 16. Remote Monitoring
The remote monitoring service is a service in which the Security Company remotely monitors specific security equipment. The Security Company does not guarantee the accessibility, actions, omissions, or other (adequate) intervention by the alerted persons and/or (government) authorities. The Security Company is not obliged to take any action upon receipt of a signal and has the right, but not the obligation, to check signals that deviate from the agreement. If the deviation gives reason for it, the Security Company is authorized to investigate the situation on-site at the expense of the Client, only if and insofar as this is part of the Services. The Client is responsible for ensuring that the remote monitoring can be reached at all times and that the connection between the remote monitoring and the Client’s security equipment is functioning properly. The Client indemnifies the Security Company against any claims from third parties arising from this.
Article 17. Key Management
The key management service is a service in which the Security Company stores and manages keys of the Client. The Security Company is only liable for the keys in case of intent or gross negligence on its part. The Client must report the loss of keys to the Security Company in writing as soon as possible. The Client is obliged to store keys received from the Security Company with due care. The Client is not allowed to make duplicate keys without the permission of the Security Company. The Client indemnifies the Security Company against any claims from third parties arising from the loss or duplication of keys. The Client is obliged to return the keys to the Security Management Company upon termination of the Agreement. If the keys are not returned, the Client owes the Security Company an immediately due and payable fine of €250. The Client must reimburse the Security Company for the costs of changing locks and/or making new keys if the keys are not returned or if there is reasonable suspicion of abuse.
Article 18. Alarm Response and Mobile Surveillance Service
The mobile surveillance service is a service where an employee, in response to an (alarm) notification, or – if agreed upon – based on their own observations or assessment of the circumstances or situation, conducts an on-site investigation. The surveillance service may also involve the opening and/or closing of an object and/or the performance of preventive control rounds if agreed upon. The Services will not cover disputes or conflicts between the Client and third parties. The Security Company is not obligated to expose itself to violence or violent circumstances. The provisions in Articles 15.2 to 15.11 of these terms and conditions are – mutatis mutandis – applicable to alarm response and mobile surveillance service. The Security Company is not liable for delays in performing the Services resulting from external circumstances, such as traffic congestion and weather conditions. If the Client is not connected to the Security Company’s alarm center but to an external alarm center, the Security Company is never responsible or liable for the functioning of that external alarm center and the inaccuracy of the data provided by that external alarm center. The external alarm center is responsible for the registration and mutation of warning addresses and action patterns and ensures that contact is made with the persons specified by the Client. In case registration and mutation are done by the alarm center of the Security Company, the provisions of Articles 15.2 to 15.11 of these terms and conditions apply. Needless checks will be considered as alarm response and will be charged to the Client regardless of the cause. If the Security Company’s security personnel is requested by the Client to come to an object while there is no alarm notification, an alarm response may also be charged to the Client. The checks or visits of the Security Company to an object may be part of a round that also includes inspections of objects of other clients, in order to limit the costs of security to a reasonable level. The Security Company may be required to urgently investigate another object or provide assistance, which may occasionally delay, interrupt, or skip the check of the Client’s object. The Security Company is not liable for any damage to the Client resulting from such hindrance. The Security Company is not liable for delays in openings and closings of the object due to unforeseen circumstances, such as unusual traffic congestion and weather conditions.
Article 19. Object Security
Object security is a service where the Security Company undertakes to secure an agreed-upon object in accordance with the Agreement and/or written instructions from the Client. The provisions in Articles 15.2 to 15.11 and 18.4 to 18.8 of these terms and conditions are – mutatis mutandis – applicable to object security. The Security Company will provide the necessary personnel in accordance with a roster agreed upon with the Client. Extra hours will be invoiced separately to the Client. For a short service (less than three hours), a minimum of three hours will be invoiced. If the Security Company delivers fewer hours than provided in the roster at the request of the Client, this does not lead to a reduction in the price. The Security Company will comply with the regulations and/or house rules applicable to the object, to the extent that the tasks to be performed by the Security Company allow for it.
Article 20. Other Services
If the Security Company is engaged to provide other security services, the Security Company can only be held accountable for the performance of the services agreed upon in writing or written instructions given by the Client and accepted by the Security Company. Unless otherwise agreed, the Client is obligated to pay the Security Company a reasonable fee for the other services for the entire duration of the services provided (based on worked hours) and for the expenses incurred by the Security Company. If work is performed outside regular office hours or working days, or in the case of overtime, the surcharges applicable at the Security Company will be applied. The Security Company generally invoices based on completed time sheets. The Security Company is entitled but not obligated to request the Client to sign the time sheets for approval. If the Client refuses, the Security Company has the right to determine the number of hours worked by the personnel in accordance with the statements of the personnel or, in the absence of such statements, to determine the agreed duration or, at the choice of the Security Company, to estimate it reasonably. The Client must ensure that the objectivity and/or integrity of the Security Company are guaranteed; in the absence of this, the Security Company is entitled to terminate or dissolve the Agreement immediately without notice. If agreed upon, the Security Company will provide the Client with a report on the results of the Services upon completion of the executed assignment.
