General Terms and Conditions

of Forculus BV

Standerdmolen 84, Herten, The Netherlands

Chamber of Commerce (KvK) Registration Number 98851446

VAT Number NL868670972B01

www.forculus.eu

contact@forculus.eu

Effective Date: 17-11-2025

1. Applicability

1.1 These General Terms and Conditions (“Terms”) apply to all offers, agreements, and services provided by Forculus BV, a company registered in the Netherlands, unless explicitly agreed otherwise in writing.

1.2 By entering into an agreement with Forculus BV, the client (“Client”) agrees to be bound by these Terms.

1.3 Any general or specific terms of the Client are explicitly rejected, unless accepted in writing by Forculus BV.

2. Services

2.1 Forculus BV provides information security consulting and related services, as agreed in the quotation, service agreement, or statement of work.

2.2 All services are provided on a best-effort basis unless otherwise explicitly agreed in writing.

2.3 Timeframes and delivery dates are estimates and not binding, unless explicitly stated as binding in writing.

3. Offers and Agreements

3.1 All offers and quotations are non-binding and valid for 30 days unless stated otherwise.

3.2 An agreement is established once the Client accepts the offer in writing, or when Forculus BV confirms acceptance of the assignment.

3.3 Changes to the scope of services must be agreed upon in writing and may affect pricing and timelines.

4. Fees and Payment

4.1 All fees are stated in euros and are exclusive of VAT and other applicable taxes, unless otherwise stated.

4.2 Invoicing occurs monthly, or as agreed. Payment must be made within 14 days of the invoice date.

4.3 In case of late payment, the Client owes statutory commercial interest (wettelijke handelsrente) and reasonable extrajudicial collection costs.

4.4 Forculus BV may suspend services in case of non-payment.

5. Confidentiality

5.1 Both parties agree to maintain the confidentiality of all information marked as confidential or that should reasonably be understood as confidential.

5.2 Confidential information shall not be disclosed to third parties without prior written consent, unless required by law.

5.3 These obligations remain in effect for five (5) years after termination of the agreement.

6. Intellectual Property

6.1 All intellectual property rights related to materials, reports, software, methodologies, and advice provided by Forculus BV remain the sole property of Forculus BV or its licensors.

6.2 The Client receives a non-exclusive, non-transferable license to use deliverables strictly for internal business purposes.

6.3 Without written permission, the Client may not reproduce, disclose, or exploit the deliverables beyond the agreed use.

7. Data Protection and GDPR

7.1 To the extent Forculus BV processes personal data on behalf of the Client, a Data Processing Agreement (DPA) will be concluded in accordance with the GDPR.

7.2 Both parties shall comply with their obligations under applicable data protection laws, including the GDPR.

8. Liability and Indemnification

8.1 Forculus BV is only liable for direct damages caused by gross negligence or willful misconduct, up to a maximum of the amount paid by the Client for the relevant service (or €10,000, whichever is lower).

8.2 Forculus BV is not liable for indirect damages such as loss of profits, data loss, or reputational damage.

8.3 The Client indemnifies Forculus BV against claims from third parties arising from the use of services or deliverables, unless caused by Forculus BV’s proven negligence.

9. Term and Termination

9.1 Agreements are valid for the duration specified or until completion of the agreed services.

9.2 Either party may terminate the agreement with 30 days’ written notice, or immediately in case of material breach.

9.3 Upon termination, the Client must pay for all services rendered up to the termination date.

9.4 Obligations regarding confidentiality, intellectual property, and limitation of liability shall survive termination.

10. Force Majeure

10.1 Forculus BV is not liable for delays or failures in performance caused by force majeure, including but not limited to natural disasters, cyberattacks, war, labor strikes, or government actions.

10.2 In case of force majeure lasting more than 60 days, either party may terminate the agreement without liability.

11. Applicable Law and Disputes

11.1 These Terms and all agreements between Forculus BV and the Client are governed by the laws of the Netherlands.

11.2 All disputes arising out of or in connection with these Terms or agreements shall be submitted exclusively to the competent court in Roermond, the Netherlands.

12. Miscellaneous

12.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force.

12.2 Forculus BV may amend these Terms. The amended Terms will apply to all new agreements and, after notification, to ongoing agreements unless the Client objects in writing within 30 days.

Standard Travel & On-Site Delivery Policy

1. Default Delivery Modality
Unless explicitly stated otherwise in a signed Statement of Work (SoW), all services are delivered remotely via video conference and secure collaboration platforms.
Any on-site presence is considered a client-requested service extension and is not included in any fixed-price, retainer, or subscription fees.

2. On-Site Engagement Trigger
Any request for physical presence at a client location automatically activates this Travel & Expense Policy and requires written approval prior to booking.

3. Travel & Accommodation Costs
All reasonable travel and accommodation costs incurred for on-site delivery are charged to the client in addition to service fees. These are invoiced using one of the following methods, as specified in the SoW:

A. Direct Reimbursement (Default)
Client reimburses actual costs for:

• Economy Plus / Standard Premier airfare or rail

• 4-star business-class accommodation

• Local ground transport

• Meals and incidentals

Receipts will be provided.

OR

B. Fixed Daily Travel Allowance
A fixed per-diem of €350 per on-site day, covering lodging, meals, and local transport.

4. Mileage & Regional Travel
Use of a personal vehicle is billed at the statutory Dutch rate (currently €0.23/km) from Forculus’ registered business address.
Travel within 100 km of this address is included.

5. Travel Time
Travel time exceeding 2 hours (one-way) is billable at 50% of the applicable hourly consulting rate, as it represents reserved capacity and lost billable availability.

6. Booking, Changes & Cancellations
All travel is booked upon written client approval.
Client-initiated changes or cancellations are fully chargeable, including all non-refundable travel and accommodation costs.

 

Contact

Forculus BV

Standerdmolen 84, Herten, The Netherlands

Email: contact@forculus.eu

Website: www.forculus.eu