Terms and Conditions | Orange Warriors

This is a translation of our Dutch terms and conditions. In case of any difference between the two, the Dutch version prevails.

Article 1 – Definitions

Orange Warriors B.V.: the private limited company Orange Warriors B.V., established at Jagerserf 7, 3851SM Ermelo, the Netherlands. Registered with the Dutch Chamber of Commerce under number 63891522.
Client: any natural or legal person acting in the course of a profession or business who enters into, or wishes to enter into, an agreement with Orange Warriors B.V.
Agreement: any arrangement between Orange Warriors B.V. and the Client concerning the delivery of services and/or work.
Services: all cybersecurity services offered or performed by Orange Warriors B.V., including but not limited to security scans, monitoring, audits, advice, awareness, testing, incident response support and bespoke services.
In writing: in writing also covers communication by email or through another demonstrable electronic means of communication.

Article 2 – Applicability

These terms and conditions apply to all offers, quotations, agreements, work and services of Orange Warriors B.V.
Deviations from these terms and conditions are valid only if expressly agreed in writing.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
If one or more provisions of these terms and conditions are void or are annulled, the remaining provisions remain in full force. In that event the parties will consult in order to agree a replacement provision that follows the purpose and intent of the original as closely as possible.

Article 3 – Offers, quotations and formation of the agreement

All offers and quotations from Orange Warriors B.V. are without obligation, unless expressly stated otherwise.
An agreement is formed as soon as Orange Warriors B.V. has confirmed an assignment in writing or has started performing it.
Obvious mistakes or errors in offers, quotations, price indications or other statements do not bind Orange Warriors B.V.
Amendments and additions to the agreement are binding only if agreed in writing.
Orange Warriors B.V. is entitled to engage third parties for the performance of the agreement.

Article 4 – Performance of the services

Orange Warriors B.V. will perform the services to the best of its insight, expertise and ability.
Unless expressly agreed otherwise in writing, Orange Warriors B.V. has an obligation of effort only, not an obligation of result.
Any periods for performance stated by Orange Warriors B.V. are indicative and not strict deadlines, unless expressly agreed otherwise in writing.
Orange Warriors B.V. depends on timely and correct cooperation from the Client. If information, access or cooperation necessary for performance is not provided, or not provided in time, Orange Warriors B.V. is entitled to suspend performance and to charge the resulting costs.

Article 5 – Obligations of the Client

The Client ensures that all data, access, systems, contact persons and other information necessary for the performance of the agreement are provided to Orange Warriors B.V. in time, in full and correctly.
The Client warrants that it is authorised to give Orange Warriors B.V. access to the systems, applications, environments and data relevant to the performance of the services.
The Client is responsible for its own IT environment, internal procedures, authorisations, backups, updates, user management, network configuration and continuity measures, unless agreed otherwise in writing.
The Client will act on advice, warnings, recommendations and security measures from Orange Warriors B.V. in time and correctly, insofar as this can reasonably be expected of it.
If the Client fails to follow up appropriately on advice or warnings provided by Orange Warriors B.V., the consequences are entirely for the Client’s account and risk.
The Client will not act, or fail to act, in ways that could harm the operation, integrity or security of systems or processes used by Orange Warriors B.V.

Article 6 – Prices and payment

All prices stated by Orange Warriors B.V. exclude VAT and other government-imposed levies, unless expressly stated otherwise.
Orange Warriors B.V. is entitled to charge separately for additional work falling outside the original agreement, on the basis of actual costs or the rates applicable at that time. Such work is only performed after written confirmation by the Client.
Payment must be made within 14 days of the invoice date, unless agreed otherwise in writing.
If the Client does not pay in time, it is in default by operation of law without any further notice of default being required.
From the moment of default the Client owes statutory commercial interest on the outstanding amount.
All reasonable judicial and extrajudicial collection costs are for the account of the Client. The extrajudicial costs amount to at least € 250.00 or, if higher, the amount permitted by law.
Payments made by the Client are applied first to costs, then to interest and then to the oldest outstanding principal.
Orange Warriors B.V. is entitled to amend its rates and prices periodically. Price changes for continuing agreements will be announced in good time.

Article 7 – Complaints

Complaints about invoices must be reported in writing within 8 days of the invoice date.
Complaints about the performance of the services or defects found must be reported to Orange Warriors B.V. in writing and with reasons within 14 days of discovery, and at the latest within 2 months of discovery.

Article 8 – Term, notice and termination

Agreements are entered into for the term stated in the agreement. If no term has been agreed and the nature of the agreement does not preclude it, the agreement is deemed to have been entered into for an indefinite period.
An agreement for an indefinite period may be terminated in writing by either party with one month’s notice, unless agreed otherwise in writing.
Orange Warriors B.V. is entitled to suspend or dissolve the agreement wholly or partly with immediate effect if:
1. the Client fails to meet its obligations under the agreement, or fails to meet them in time or properly;
2. the Client is declared bankrupt, applies for or is granted a suspension of payments, becomes subject to a debt restructuring arrangement, or ends its business;
3. circumstances arise of such a nature that performance of the agreement is impossible or that unchanged continuation cannot reasonably be required of Orange Warriors B.V.
In the event of dissolution or termination, all claims of Orange Warriors B.V. against the Client become immediately due and payable.

Article 9 – Force majeure

Orange Warriors B.V. is not obliged to meet any obligation if it is prevented from doing so by force majeure.
Force majeure also covers: power and internet outages, failures in software or infrastructure, cyber incidents at suppliers, illness or absence of staff, government measures, war, terrorism, pandemics, transport disruptions and other external causes beyond the control of Orange Warriors B.V.
In the event of force majeure, Orange Warriors B.V. has the right to suspend performance of the agreement or to dissolve the agreement wholly or partly, without being obliged to pay damages.
If, at the time force majeure arises, Orange Warriors B.V. has already partly met its obligations or can still partly meet them, it is entitled to invoice the part already performed or still performable separately.

Article 10 – Cybersecurity, no guarantee and exclusion of liability for incidents

The services of Orange Warriors B.V. are aimed at improving the Client’s digital resilience and at considerably reducing the chance of hacks, attacks, malware, ransomware, data breaches, unauthorised access, misuse or other cyber incidents.
Orange Warriors B.V. expressly gives no guarantee that a hack, attack, data breach, security incident or other form of damage will never occur at the Client.
Cybersecurity is by its nature dependent on continually evolving threats, human action, configurations, updates, third party dependencies and the extent to which the Client itself implements and observes security measures in time.
Orange Warriors B.V. is not liable for damage arising from or connected with hacks, cyberattacks, malware, ransomware, phishing, data breaches, system intrusions, unauthorised access, system outages, loss of data or other digital incidents at the Client or its relations, except insofar as there is intent or wilful recklessness on the part of the management of Orange Warriors B.V.
The Client acknowledges and accepts that taking cybersecurity services reduces the risk of incidents but cannot exclude those risks entirely.

Article 11 – Liability in general

Except in the event of intent or wilful recklessness on the part of the management of Orange Warriors B.V., any liability of Orange Warriors B.V. is excluded or limited in accordance with this article.
Orange Warriors B.V. is not liable for indirect damage, including consequential loss, lost profit, lost revenue, lost savings, reputation damage, loss of goodwill, business interruption, third party claims, loss of or damage to data and costs of recovery by third parties.
Insofar as Orange Warriors B.V. should nevertheless be liable for direct damage despite the provisions of these terms and conditions, that liability is limited, per event or series of connected events, to the amount paid by the Client to Orange Warriors B.V. for the services concerned in the 12 months preceding the event causing the damage, up to a maximum of the amount paid out by the liability insurer of Orange Warriors B.V. in the case concerned.
If for any reason no payment is made under insurance, the liability of Orange Warriors B.V. is limited to the invoice amount paid by the Client for the agreement concerned in the 3 months preceding the event causing the damage, with an absolute maximum of € 10,000.00.
A condition for any right to compensation is that the Client reports the damage in writing to Orange Warriors B.V. within 14 days of discovery at the latest, giving Orange Warriors B.V. a reasonable period in which to remedy the shortcoming.
Any claim for damages against Orange Warriors B.V. lapses if it is not asserted in writing and in court within 12 months of the moment the Client discovered, or ought reasonably to have discovered, the damage.

Article 12 – Indemnity

The Client indemnifies Orange Warriors B.V. against all third party claims arising from or connected with:
1. incorrect, incomplete or misleading information provided by the Client;
2. failure by the Client to comply with legal obligations, security standards or advice from Orange Warriors B.V.;
3. the content, operation, deployment or security of systems, data or applications of the Client or of third parties engaged by the Client.
The Client compensates Orange Warriors B.V. for all damage and costs, including reasonable costs of legal assistance, arising from such third party claims.

Article 13 – Intellectual property

All intellectual property rights in quotations, reports, analyses, templates, scripts, documentation, methodologies, software, dashboards, advice and other materials provided or developed by Orange Warriors B.V. rest exclusively with Orange Warriors B.V. or its licensors.
The Client obtains only a non-exclusive, non-transferable right of use for internal use within its own organisation, insofar as this follows from the agreement.
The Client may not, without prior written permission from Orange Warriors B.V., reproduce, publish, amend, make available to third parties or commercially exploit any materials in whole or in part.

Article 14 – Confidentiality

The parties will treat all confidential information they obtain from each other in the context of the agreement as strictly confidential.
Information counts as confidential if a party has stated so or if this follows from the nature of the information.

Article 15 – Responsible disclosure and vulnerabilities

If, during the performance of its services, Orange Warriors B.V. finds a vulnerability, insecure configuration, leak, irregularity or other security risk, it will inform the Client of this within a reasonable period.
Unless agreed otherwise in writing, the services of Orange Warriors B.V. cover only the detection, reporting and – where agreed – advising on such vulnerabilities, and not automatically the actual remediation of them.
The Client remains responsible at all times for following up, having assessed, prioritising and (having) remedied reported vulnerabilities in time.
Orange Warriors B.V. is not liable for damage arising because the Client does not resolve, or have resolved, a vulnerability reported by Orange Warriors B.V., or does not do so in time or in full.
If Orange Warriors B.V. reports vulnerabilities relating to systems or services of third parties, Orange Warriors B.V. is not responsible for the response, availability or remedial action of those third parties.
Orange Warriors B.V. will exercise reasonable care when carrying out tests and investigations, but cannot rule out that such work causes temporary disruptions or side effects, unless there is intent or wilful recklessness.

Article 16 – Use of third parties and suppliers

Orange Warriors B.V. is entitled to use third parties, software suppliers, hosting parties, cloud providers and other suppliers in performing the agreement.
Orange Warriors B.V. is not liable for shortcomings, failures or incidents at such third parties, unless there is intent or wilful recklessness on the part of the management of Orange Warriors B.V.
The Client accepts that additional terms or licence conditions of third parties may apply to parts of the services.

Article 17 – Processing of personal data

If Orange Warriors B.V. processes personal data on behalf of the Client in performing the agreement, the parties will – where legally required – conclude a separate data processing agreement.
The Client warrants that it is entitled to provide personal data to Orange Warriors B.V. and that such provision and processing is in accordance with applicable privacy legislation.
More information about the processing of personal data by Orange Warriors B.V. as data controller is set out in the privacy policy of Orange Warriors B.V.

Article 18 – Applicable law and disputes

All legal relationships between Orange Warriors B.V. and the Client are governed exclusively by Dutch law.
Disputes will be submitted exclusively to the competent court of the district in which Orange Warriors B.V. has its registered office, unless mandatory rules prescribe otherwise.