Terms of Service
These general terms and conditions enter into force on 19 May 2026.
General Terms and Conditions
CHAPTER 1: GENERAL
Article 1. Definitions
1.1. In these general terms and conditions, the terms written with an initial capital letter are used in the following meaning, unless expressly stated otherwise or unless the context indicates otherwise:
Subscription: the subscription that the Client initiates with Forculus;
Documents: all information or data made available to Forculus by the Client;
Forculus: the user of these general terms and conditions: Forculus B.V., established at Standerdmolen 84 in Herten, the Netherlands, registered with the Chamber of Commerce under CoC number 98851446;
Client: the legal entity, the organization, the government agency, or the natural person acting in the exercise of his profession or business who has entered into or wishes to enter into an Agreement with Forculus;
Agreement: the agreement between the Parties;
Parties: the Client and Forculus;
Written: in writing or via email;
Work: materials, reports, software, methodologies, advice, Forculus output, templates, Unified Sentinel Protocol, reviews, and any other work within the meaning of the Copyright Act that Forculus has produced in the context of the Agreement and/or has made available to or delivered to the Client;
Activities: the activities that Forculus performs or has performed on behalf of the Client.
1.2. Unless the context indicates otherwise, defined terms in the singular also refer to the plural and vice versa.
Article 2. General
2.1. These general terms and conditions apply to all quotations from Forculus, to all Agreements, and to all other legal acts between the Parties.
2.2. Agreements deviating from these general terms and conditions are only valid if the agreements have been agreed upon in writing.
2.3. Any (purchasing) terms and conditions of the Client are rejected, unless Forculus has expressly agreed in writing to the applicability of the Client's (purchasing) terms and conditions.
2.4. If Forculus has expressly agreed to the applicability of the Client's (purchasing) terms and conditions, then these (purchasing) terms and conditions of the Client shall apply alongside these general terms and conditions of Forculus. If, in such a case, there is a deviating or conflicting provision in the Client's (purchasing) terms and conditions and in these general terms and conditions of Forculus, the provision contained in these general terms and conditions of Forculus shall prevail.
2.5. If these general terms and conditions have once been applicable to an Agreement, the Client shall be deemed to have agreed in advance to the applicability of these general terms and conditions to Agreements initiated subsequently. If a follow-up assignment has been given to Forculus after the first Agreement, or if another Agreement has been concluded, then a continuous business relationship exists between the Parties. Forculus is then not obliged to provide the general terms and conditions again each time in order to make them applicable to subsequent Agreements.
2.6. If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The void or annulled provisions shall be replaced by Forculus, taking into account, as far as possible, the purpose and intent of the original provision(s).
2.7. If Forculus does not always demand strict compliance with these general terms and conditions, this does not mean that the provisions thereof are not applicable or that Forculus would in any way lose the right to demand strict compliance with the provisions of these general terms and conditions in other cases.
2.8. These general terms and conditions have been drawn up in both the Dutch and English languages. In the event of any difference or contradiction between the English and the Dutch text, the Dutch text shall be binding. (Link to Dutch Text)
Article 3. Amendment of the general terms and conditions
3.1. Forculus has the right to amend these general terms and conditions and to declare the amended general terms and conditions applicable to the existing Agreement.
3.2. If Forculus declares the amended general terms and conditions applicable to the existing Agreement, the Client shall be notified in writing at least 2 months prior to the entry into force of the amended general terms and conditions and of the date of entry into force.
3.3. If the Client does not agree with the amended general terms and conditions, the Client must object within 1 month after the Client has been notified of the amended general terms and conditions. In such a case, Forculus may choose to apply the old version of the general terms and conditions to the Client or to terminate the Agreement (prematurely).
3.4. If the Client does not object to the amended general terms and conditions in accordance with Article 3.3, the Client shall be deemed to have agreed to the amended general terms and conditions.
Article 4. Offer
4.1. Every offer and every quotation from Forculus is without obligation.
4.2. The quotation has a validity period of 30 days, unless otherwise stated.
4.3. Obvious errors or mistakes in the offer or quotation do not bind Forculus.
Article 5. Formation of the Agreement and amendments
5.1. The Agreement is formed at the moment the Client has agreed to the offer or quotation from Forculus.
5.2. Changes to the scope of the services must be agreed in writing and may affect the prices and terms.
Article 6. Execution of the Agreement
6.1. Forculus provides advice on information security and related services, as included in the offer or quotation.
6.2. Every Agreement results in an obligation of best efforts for Forculus, and not an obligation of result. Forculus will perform the Services to the best of its ability. Forculus cannot guarantee that security incidents or external threats will not occur.
6.3. Forculus determines the manner in which the Services are performed.
6.4. Forculus has the right, without notifying the Client, to engage one or more third parties in the execution of the Agreement.
6.5. Forculus does not guarantee that the implementation of advised measures will lead to the result desired by the Client, such as the prevention of a data breach or the prevention of cybercrime.
6.6. Advice, reports, and findings of Forculus:
a. are based on the state of knowledge, technology, and known threats at the time of the execution of the Work;
b. are dependent on the information provided by the Client;
c. constitute a snapshot. Due to the passing of time and/or changes in circumstances, the content of the Work may no longer be accurate. Forculus is not responsible for this.
6.7. Forculus executes the Agreement as an independent contractor. Should the Tax Authorities or a court rule that an employment contract exists between the Parties or that there is a case of false self-employment, this shall be entirely at the risk of the Client. In such a case, any (additional) levies and fines imposed on the Client cannot be recovered from Forculus.
6.8. An agreed or stated execution period is never a strict deadline. Non-timely execution does not entitle the Client to damages or any other form of compensation. In the event of a deadline being exceeded, the Client must therefore notify Forculus in writing of the default. Forculus must thereby be granted a reasonable period of time to still perform the Agreement.
Article 7. Responsibilities of the Client and Documents
7.1. The Client is obliged to make available to Forculus all Documents that Forculus deems necessary for the correct execution of the Work, in the desired form, in the desired manner, and in a timely manner. Forculus determines what is to be understood by timely, the desired form, and the desired manner.
7.2. If a deadline has been agreed between the Parties within which the Work must be performed and the Client fails to make the necessary Documents available in a timely manner, completely, in the desired form, and in the desired manner, the Parties shall enter into consultation regarding a new deadline within which the Work must be performed.
7.3. The Client guarantees the accuracy, completeness, and reliability of the Documents provided by him, even if these originate from third parties.
7.4. The additional costs and extra hours incurred by Forculus, as well as any other damage to Forculus, resulting from the Client's failure to provide, or failure to provide in a timely or proper manner, the Documents necessary for the execution of the Work, shall be at the expense and risk of the Client.
7.5. In the event of electronic transmission of information from (and on behalf of) the Client by Forculus to third parties, the Client shall be deemed the party signing and transmitting the relevant information.
7.6. Upon the Client's first written request, Forculus shall return the original Documents provided by the Client to the Client.
7.7. The Client is obliged to inform Forculus without delay regarding facts and circumstances that may be of importance in connection with the execution of the Agreement.
7.8. The Client must provide his full cooperation in the execution of the Services by Forculus.
7.9. The Client is solely responsible for compliance with laws and regulations.
Article 8. Login Details
8.1. If the Client changes login details for an account to which Forculus requires access in the context of the Agreement, the Client must notify Forculus of his changed login details in a timely manner.
8.2. If an unauthorized third party becomes aware of the Client's login details and/or has access to an account of the Client, Forculus shall not be liable for this. In such a case, the Client must change his login details as soon as possible and cooperate in limiting the damage resulting from the unauthorized use.
Article 9. Cancellation and early termination
9.1. Each Party has the right to terminate the Agreement early. Such termination must be in writing and with observance of a notice period of 30 days. If the Agreement concerns a Subscription, the provisions of Article 29 apply.
9.2. If the Parties have entered into an Agreement for a fixed term and the Client terminates the Agreement prematurely or if the Client cancels the Agreement, Forculus has the right, in addition to the costs of Work already performed, to charge the Client the following:
a. the labor time reserved by Forculus multiplied by Forculus's hourly rate;
b. the costs of third parties already engaged.
9.3. Obligations regarding confidentiality, intellectual property, and limitation of liability shall remain in force even after termination of the Agreement.
Article 10. Fees and costs
10.1. Stated prices and rates are in euros and exclusive of VAT.
10.2. The Work performed by Forculus shall be charged to the Client on the basis of time spent and costs incurred, unless the Parties expressly agree otherwise, such as the payment of a fixed price. Payment of the fee is not dependent on the result of the Services.
10.3. Travel time and travel and accommodation expenses for the Services will be charged separately; see Chapter 2 “Performing Services on Location”.
10.4. In addition to the fee, expenses incurred by Forculus and invoices from third parties engaged by Forculus will be charged to the Client.
10.5. Unless expressly agreed otherwise in writing, all services are provided remotely, via videoconferencing and secure collaboration platforms. Any physical presence is considered an extension of the services requested by the Client and is not included in the agreed fixed price, hourly rate, or subscription costs. If Forculus works on location at the request of the Client, the provisions of Chapter 2 “Performing Services on Location” also apply.
Article 11. Invoicing and payment
11.1. Invoicing is done in euros and payment must be made in euros.
11.2. The invoices will be sent to the Client via email.
11.3. Invoices must be paid within 30 days of the invoice date.
11.4. Payment must be made without suspension, discount, or set-off.
11.5. Forculus has the right to charge an advance payment to the Client prior to the Work or during the Agreement. If the Client fails to pay the advance payment on time, Forculus has the right to suspend the execution of the Agreement.
11.6. Forculus is entitled, after careful consideration of the interests involved, to suspend the fulfillment of all its obligations, including the delivery of Documents or other items to the Client or third parties, until such time as all outstanding claims against the Client have been fully settled.
11.7. Forculus is not liable for any damage suffered by the Client as a result of the suspension.
11.8. After the expiration of the payment term, the Client is automatically in default, and Forculus has the right to charge the Client statutory interest for commercial transactions.
11.9. All costs incurred by Forculus to collect a claim against the Client, both judicial and extrajudicial, shall be borne by the Client. The extrajudicial collection costs are set at 15% of the principal sum, with a minimum of € 150.
11.10. Payments made by the Client shall always be applied first to satisfy all accrued interest and costs, and secondly to satisfy the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
11.11. In case In the event of the liquidation of the Client's company, the bankruptcy or application for bankruptcy of the Client, suspension of payments or the application for suspension of payments by the Client, Forculus's claims against the Client shall become immediately due and payable.
11.12. Any objection regarding the invoice must be submitted to Forculus in writing and substantiated within 14 days of the invoice date, failing which rights shall be forfeited. Such an objection shall not suspend the Client's payment obligation.
Article 12. Suspension and dissolution
12.1. Forculus is entitled to suspend the performance of the Agreement with immediate effect without being liable for compensation if:
a. after the conclusion of the Agreement, circumstances have come to Forculus's attention that give good grounds to fear that the Client will not fulfill its obligations towards Forculus;
b. the Client has failed to fulfill one or more of its obligations towards Forculus.
12.2. If Forculus suspends the performance of the Agreement, all Work already performed and costs incurred by Forculus within the framework of the Agreement shall be charged to the Client.
12.3. Forculus is entitled to dissolve the Agreement by means of a Written Declaration, without judicial intervention and without being liable for damages, if:
a. the Client fails to fulfill its obligations under the Agreement, or fails to fulfill them fully;
b. circumstances arise which are of such a nature that performance of the Agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that the continued existence of the Agreement in its unchanged form cannot reasonably be expected;
c. the Client requests a suspension of payments or such is granted to the Client, the Client is declared bankrupt or a request to that effect is submitted, the Client is unable to meet its debts, is placed under guardianship or an administrator is appointed.
12.4. If Forculus dissolves the Agreement in accordance with Article 12.3, all Work already performed and costs incurred by Forculus within the framework of the Agreement shall be charged to the Client, and the Client shall be liable for all damages suffered by Forculus as a result of such dissolution, such as lost revenue.
Article 13. Liability, Indemnification and Statute of Limitations
13.1. Forculus cannot be held liable for compensating any damage that is a direct or indirect consequence of:
a. an event that is in fact beyond its control and thus cannot be attributed to its actions and/or omissions, as described in Article 14, among others;
b. any act or omission of the Client, its subordinates, or other persons employed by or on behalf of the Client.
13.2. The Client is responsible under all circumstances for the accuracy and completeness of the Documents provided by it. Forculus is not liable for damage to the Client arising from the Client failing to provide Forculus with any, incorrect, or incomplete Documents, or from these not being delivered in a timely manner. The Client indemnifies Forculus against damage resulting from incorrect or incomplete Documents.
13.3. Advice is provided by Forculus to the best of its knowledge and in good faith, but Forculus accepts no liability for damage, direct or indirect, arising from the content of the advice provided by it. The Client is personally responsible for the decisions it makes, whether or not based on advice from Forculus or the Work. If the Client suffers damage and/or incurs additional costs as a result of a decision by the Client, whether or not based on advice from Forculus or the Work, this is entirely at the Client's risk, and such damage and/or additional costs cannot be recovered from Forculus.
13.4. Forculus is not liable for defects or errors in software, products, or (online) services that the Client purchases from a third party, whether or not on the advice of Forculus. The purchase by the Client of software, products, or (online) services from a third party is at all times at the risk of the Client. If a third party fails to fulfill its obligations towards the Client, the Client may hold the relevant third party liable for this, and not Forculus. This also applies expressly if the third party has been recommended by Forculus.
13.5. Forculus is not liable for the errors of third parties engaged for the execution of the Agreement. The applicability of Article 6:76 of the Dutch Civil Code (BW) is expressly excluded. If the Client suffers damage caused by an engaged third party and wishes to hold this third party liable, Forculus shall provide the data required by the Client to hold the third party liable and to potentially institute a claim. Forculus shall cooperate if the Client wishes to hold an engaged third party liable.
13.6. Forculus does not guarantee that cybercrime, system breaches by a third party, privacy breaches, data leaks, or other damage-causing events will be prevented by following advice from Forculus. Forculus is not liable for damages, including:
a. the fee paid by the Client, in any form whatsoever, to a third party, such as a criminal organization, to prevent or limit the disclosure of (personal) data or for the recovery of data;
b. the damages or compensation paid by the Client to data subjects whose (personal) data have been leaked;
c. the costs of legal assistance and of a lawsuit, incurred by the Client due to a hacker attack, blackmail, computer virus, criminal and/or fraudulent conduct by a third party, or a security breach in the Client's systems.
13.7. Forculus is not liable for damage arising from the Client failing to apply advice, signals, or Written output, or applying them incorrectly or incompletely.
13.8. Advice provided by Forculus never replaces the Client's own responsibility for policy, decisions, implementation, and compliance.
13.9. Forculus is not liable for damage suffered by the Client and/or fines or other sanctions imposed on the Client resulting from the Client's failure to comply with laws and regulations.
13.10. Forculus is not liable for the (financially adverse) consequences for the Client if the cooperation between the Parties is inadvertently classified as an employment contract/false self-employment.
13.11. Forculus is not liable for damages arising from the inaccuracy of advice or of the Work, or from changed threats or circumstances.
13.12. Forculus is never liable for indirect damages, including consequential damages, lost profits, loss of revenue, lost savings, business damage, business interruption, production delays, data loss, software malfunctions, damages resulting from claims by customers of the Client, labor costs, reputational damage, loss of goodwill, imposed fines, and delay damages.
13.13. If Forculus should be liable for any damages, the liability of Forculus is limited to the amount paid out by Forculus's insurer. If the insurer does not pay out, the damage is not covered by the insurance, or Forculus is not insured for the damage in question, then Forculus is only liable for direct damage and the liability of Forculus is limited to the amount invoiced and paid by the Client for the part of the Agreement to which the liability relates, with a maximum of € 10,000. If the liability relates to a Subscription, the amount of damages shall not exceed the amount invoiced and paid by the Client for the Subscription in the 3 months preceding the damage event.
13.14. Direct damage is understood to mean exclusively: reasonable costs to remedy a shortcoming attributable to Forculus or to have the agreed work performed again.
13.15. Forculus's liability arises only if the Client notifies Forculus of the default without delay and properly within the period specified in Article 16.1, setting a reasonable period for remedying the defect, and Forculus continues to fail to perform its obligations in an attributable manner even after that period. The notice of default must contain as detailed a description of the defect as possible, so that Forculus is able to respond adequately. The Client must at all times give Forculus the opportunity to carry out remedial work and to limit or undo damage.
13.16. The Client indemnifies Forculus:
a. against claims brought against Forculus by third parties in respect of events, acts, or omissions for which Forculus is not liable pursuant to these general terms and conditions;
b. in respect of all damage suffered by Forculus as a result of claims by third parties arising from or related to the performance of the Agreement by Forculus. The Client is obliged to indemnify Forculus upon first request for all costs and damages that may arise for Forculus as a direct or indirect consequence of a claim brought against it by a third party as referred to in this paragraph.
13.17. Any claim for damages lapses after the expiration of 6 months following the execution of the Work/delivery to which the claim relates and in any event after the expiration of 6 months following the termination of the Agreement.
13.18. If the Client acts in breach of the Agreement, these general terms and conditions, or laws or regulations in a manner attributable to the Client, or if the Client acts unlawfully towards Forculus, the Client shall be liable for all damage incurred by Forculus directly or indirectly as a result thereof, including loss of turnover, reputational damage, extra working time, and imposed fines.
Article 14. Force Majeure
14.1. Forculus is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to its fault, nor is it for its account pursuant to the law, a legal act, or generally accepted views. Force majeure shall in any event be understood to mean: extreme or severe weather conditions; floods; theft; natural disasters; terrorism; riots; epidemics; pandemics; impediments caused by third parties, including those from government authorities; boycotts; traffic obstructions; car breakdowns; delays by an airline or other transport service; wars or threats of war; fire; internet outage; power outage; malfunctions or defects in services, systems, networks, goods or software of the Client or of a third party; illness or personal (family) circumstances of the natural person who performs or is required to perform the Agreement on behalf of Forculus; cybercrime; disruption in email traffic; government measures; changes in laws and regulations.
14.2. Forculus also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Forculus should have fulfilled its obligation.
14.3. If Forculus is (temporarily) unable to continue fulfilling the Agreement due to force majeure, Forculus shall notify the Client thereof and has the right to suspend the execution of the Agreement or to dissolve the Agreement by means of a Written Declaration without judicial intervention. Forculus is not liable for any damage suffered by the Client as a result of Forculus suspending the execution of the Agreement or dissolving the Agreement due to force majeure.
14.4. If Forculus has already partially fulfilled the agreed obligations upon the occurrence of the force majeure situation, Forculus is entitled to invoice the Work performed separately and on an interim basis, and the Client must pay this invoice as if it concerned a separate assignment.
Article 15. Intellectual Property Rights
15.1. The intellectual property rights to the Work rest with Forculus or its licensor and are not transferred to the Client.
15.2. The Client receives a non-exclusive and non-transferable license to use the Work exclusively for internal business purposes.
15.3. The Client is not permitted to reproduce, disclose, exploit, or provide the Work to a third party without the prior written consent of Forculus.
15.4. The Client must respect the intellectual property rights of Forculus and of its licensor at all times. If the Client acts in violation of the intellectual property rights of Forculus or of its licensor, the Client shall be liable for all damages suffered by Forculus as a result, including lost revenue and the compensation that Forculus must pay to its licensor.
Article 16. Complaints
16.1. Complaints regarding the Activities must be reported in writing to Forculus within 14 days after the execution of the Activities to which the complaint relates, failing which rights will be forfeited. Subsequently, the Client must give Forculus the opportunity to investigate the complaint.
16.2. In the event of defective Work delivered, Forculus’s obligation is limited to performing remedial work.
16.3. Remedial work performed by a third party or by the Client without the permission of Forculus shall never be reimbursed and shall not entitle the Client to suspend payment.
16.4. Forculus’s liability is at all times limited to what is stated in Article 13.
16.5. Complaints do not suspend the Client’s payment obligation.
Article 17. Confidentiality
17.1. Both Parties agree to maintain the confidentiality of all information marked as confidential or that should reasonably be understood as confidential.
17.2. Confidential information may not be provided to third parties without prior written consent, unless required by law.
17.3. These obligations shall remain in effect for 5 years after termination of the Agreement.
Article 18. Personal Data
18.1. Forculus processes personal data in accordance with the General Data Protection Regulation (GDPR). For more information on how Forculus processes personal data as the controller, the Client may consult Forculus’s privacy statement, see https://www.forculus.eu/privacy.
18.2. If Forculus processes personal data on behalf of the Client, the Parties shall record the arrangements regarding this processing in a data processing agreement.
18.3. Both Parties shall comply with their obligations under applicable data protection legislation, including the GDPR.
Article 19. Communication
19.1. During the execution of the Agreement, the Parties may communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications). Unless otherwise agreed in writing, the Parties may assume that the sending of correctly addressed emails and voicemail messages, regardless of whether they contain confidential information or documents relating to the Agreement, is mutually accepted. The same applies to other means of communication used or accepted by the other Party.
19.2. The Parties shall not be liable to each other for any damage that may arise to either or both of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems, including – but not limited to – damage resulting from non-delivery or delay in the delivery of electronic communications, omissions, distortion, interception, or manipulation of electronic communications by third parties or by software/equipment used for sending, receiving, or processing electronic communications, transmission of viruses, and the failure or malfunction of the telecommunications network or other means required for electronic communication, except to the extent that the damage is the result of intent or gross negligence. The foregoing also applies to the use that Forculus makes thereof in its contacts with third parties.
19.3. In addition to the preceding paragraph, Forculus accepts no liability for any damage arising from or in connection with the electronic transmission of information.
19.4. Both the Client and Forculus shall do or refrain from doing all that may reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
19.5. The provisions of Article 13 apply accordingly.
Article 20. Expiration Period
Unless otherwise provided in these General Terms and Conditions, rights of claim and other powers of the Client, on whatever basis, against Forculus in connection with the performance of Work by Forculus, shall in any event expire after 1 year from the moment at which the Client became aware or could reasonably have been aware of the existence of these rights and powers.
Article 21. Applicable Law and Competent Court
21.1. These general terms and conditions, all Agreements, and all legal acts between the Parties shall be governed exclusively by Dutch law, even if Forculus performs the Agreement wholly or partially outside the Netherlands and/or if the Client is established outside the Netherlands.
21.2. All disputes between the Parties shall be settled exclusively by the competent court in the district where Forculus is established.
CHAPTER 2: PERFORMANCE OF WORK ON LOCATION
The provisions contained in this Chapter 2, “Performance of Work on Location,” shall apply if Forculus performs Work on location at the request of the Client, without prejudice to the applicability of the other provisions of these general terms and conditions. To the extent that an agreement is contained in this Chapter 2 that deviates from Chapter 1 of the general terms and conditions, the agreement contained in this Chapter 2 shall apply with regard to the performance of Work on location.
Article 22. Travel and accommodation expenses
22.1. All reasonable travel and accommodation expenses incurred for performing Work on location will be charged to the Client in addition to the service costs.
22.2. If Forculus is required to stay overnight or travel long distances, the travel and accommodation expenses will be invoiced via one of the following methods, as specified in the offer or quotation from Forculus:
Direct reimbursement (standard)
The Client shall reimburse the actual costs for:
a. Economy Plus / Standard Premier airline tickets or train tickets and local land transport; and
b. 4-star business class accommodation; and
c. Meals and other expenses.
Receipts/invoices for the travel and accommodation expenses incurred will be provided by Forculus to the Client.
OR
Fixed daily allowance for travel
A fixed daily allowance of € 400.00 per day on location, including accommodation, meals, and local transport.
Article 23. Mileage allowance & regional travel
23.1. If no overnight stay or long-distance travel is involved and Forculus travels to the Client using its own transport, € 0.25 per kilometer driven will be charged to the Client for the outward journey from Forculus’s business address and for the return journey to Forculus’s business address.
23.2. If the location where the Services are to be performed is within a radius of 100 km from Forculus’s business address, no travel expenses will be charged to the Client.
Article 24. Travel time
Travel time exceeding 2 hours (one way) will be invoiced additionally at 50% of the applicable hourly rate for consultancy. Article 25. Bookings, changes & cancellations
All trips are booked following Written approval by the Client. If the Client modifies or cancels the Agreement and Forculus has already incurred travel and/or accommodation costs, such as booked airline tickets and hotel stays, all such travel and accommodation costs will be charged to the Client, with the exception of, where applicable, travel and accommodation costs that have been refunded to Forculus by the provider in the event of a rescheduling or cancellation.
Article 26. Responsibilities of the Client
If Forculus performs Work at the Client's location, the Client guarantees a suitable workplace that complies with statutory occupational health and safety standards and other applicable regulations regarding working conditions. The Client must ensure that, in that case, Forculus is provided with office space and other facilities that, in Forculus's opinion, are necessary or useful for executing the Agreement and that meet all applicable (legal) requirements. With regard to the (computer) facilities made available, the Client is obliged to ensure continuity, inter alia by means of adequate backups.
CHAPTER 3: SUBSCRIPTION BASED SERVICES
The provisions included in this Chapter 3 “Subscription based services” apply if the Client has entered into a Subscription with Forculus, without prejudice to the applicability of the other provisions of these general terms and conditions. Insofar as an agreement is contained in this Chapter 3 that deviates from Chapter 1 of the general terms and conditions, the agreement included in this Chapter 3 shall apply with regard to the Subscription.
Article 27. Definitions
In this Chapter 3 “Subscription”, the terms below have the following meaning:
Subscription year: the period of twelve months from the commencement date of the Subscription;
Hotline: an accessible, email-based or telephone advisory service for short security questions;
Incident Response: separate service provision in the event of a security incident, data breach, ransomware, or crisis situation; Prepaid advisory hours: advisory hours included in advance that can be used within the Subscription year for short advisory questions and small advisory assignments;
Top-up hours: additional advisory hours that are purchased outside the Subscription and invoiced separately.
Article 28. Nature of the Subscription
28.1. The Subscription is intended for organizations that require fixed, predictable access to security advice, awareness, and limited review and guidance services.
28.2. All services within the Subscription are advisory in nature and are provided on the basis of a best-efforts obligation. Forculus does not guarantee a specific result.
28.3. The Subscription does not include technical implementation, operational security services, or legal services.
Article 29. Term, renewal, and termination
29.1. The term of the Subscription is 12 months.
29.2. The Subscription will be automatically renewed for 12 months each time after the expiration of the Subscription Year, unless the Subscription has been terminated in accordance with Article 29.3.
29.3. Either Party may terminate the Subscription at the end of the Subscription Year with observance of a notice period of 30 days.
29.4. If the Client terminates the Subscription before the expiration of the Subscription Year, the fee shall remain due for the initial term of the Subscription.
Article 30. Scope of the Subscription
30.1. The scope of the Subscription is determined by the chosen tier and the corresponding description in the service order or subscription confirmation.
30.2. The numbers of hours, sessions, seats, reviews, workshops, check-ins, and other components mentioned therein apply exclusively within the described scope.
30.3. Anything not expressly included falls outside the Subscription and can only be provided as an additional service or on a Top-up basis.
Article 31. Prepaid advisory hours
31.1. Per Subscription Year, the Client is entitled to a fixed number of Prepaid advisory hours, as stated in the chosen tier. These hours are intended for short advisory requests, limited coordination, concise analysis, and small support tasks that fit within the subscription formula.
31.2. Prepaid advisory hours:
a. are debited per hour, unless otherwise agreed in writing;
b. expire at the end of the Subscription Year;
c. are not carried over to a subsequent Subscription Year;
d. are not exchangeable for a discount, refund, or cash value;
e. are only used for activities that fall within the subscription scope.
31.3. When the agreed number of Prepaid advisory hours has been used up, extra hours will only be performed as Top-up hours at the applicable rate.
Article 32. Hotline
32.1. The Hotline is intended for quick, low-threshold questions regarding information security, governance, compliance, and related topics.
32.2. The Hotline is offered via telephone and/or email (depending on the chosen tier) and is available from Monday to Friday from 09:00 to 17:00 CET, with the exception of officially recognized public holidays in the Netherlands.
32.3. Forculus strives to respond within the timeframe applicable to the chosen tier.
32.4. Hotline responses are intended solely as guiding advice. They do not constitute a formal advisory report, a policy document, a detailed analysis, or a written recommendation in an extensive form.
32.5. Questions requiring research, document review, analysis, drafting of text, policy reformulation, or other written elaboration do not fall under the Hotline and are handled via Prepaid advisory hours or Top-up hours.
32.6. Incident Response explicitly does not fall under the Hotline.
Article 33. Reviews, workshops, and sessions
If the Subscription entitles the Client to policy reviews, gap analyses, awareness sessions, workshops, check-ins, board sessions, or other meetings, the following rules apply:
a. Forculus determines the date, duration, and practical arrangements together with the Client;
b. the Client provides the necessary input, documents, and context in a timely manner;
c. Forculus may suspend or reschedule the service if the necessary information is not available in time;
d. unused sessions expire at the end of the Subscription year, unless otherwise agreed in writing;
e. extra participants, extra documents, or extra topics outside the agreed scope will be invoiced separately.
Article 34. Reports and Written output
34.1. Written output within the Subscription is provided exclusively if it is expressly part of the chosen tier. This includes, for example, a gap summary, review note, short report, or concise feedback, if and to the extent described in the tier.
34.2. Extensive documentation, policy drafting, revision of multiple documents, in-depth research, or formal analysis fall outside the scope, unless Prepaid advisory hours or Top-up hours are utilized for this purpose.
Article 35. Exclusions
Unless otherwise agreed in writing, the following services are not included in the Subscription:
a. Incident Response;
b. penetration testing;
c. technical implementation or configuration;
d. legal advice;
e. audit fees or third-party costs;
f. certification processes or costs of certifying bodies;
g. forensic investigation;
h. crisis communication;
i. travel and accommodation expenses;
j. on-site work, unless explicitly agreed;
k. work that, by its nature or scope, does not fit within a short advisory subscription service.
Article 36. Other and Additional Activities
36.1. Activities falling outside the scope of the Subscription will only be performed after approval by the Client. These Activities are charged as:
a. Top-up hours at the applicable hourly rate; or
b. a separate quotation or assignment.
36.2. The applicable rate for Top-up hours may vary per tier, as stated in the subscription confirmation.
Article 37. Incident Response as a separate assignment
37.1. In the event of a security incident, data breach, ransomware notification, forensic issue, or other acute situation, this shall be considered a separate assignment.
37.2. Separate terms, prioritization, rates, and SLAs may apply to Incident Response.
Article 38. Rate Change
38.1. Forculus has the right to change the rate of the Subscription. A rate change shall take effect upon renewal of the Subscription.
38.2. The Client shall be notified in writing at least 45 days prior to the effective date of the new rate. If the Client does not agree with the new rate, the Client may cancel the Subscription in accordance with Article 29.3.
Article 39. Invoicing
Invoicing for the Subscription takes place monthly in advance.