The Dutch text of these terms and conditions is the legally binding and authentic version. Translations are provided for information only; in case of discrepancy the Dutch text prevails.
1. Applicability
- These terms apply to every offer and agreement between Geenen ict B.V., acting under the trade name Orange Insight, and a business customer ("customer"). We supply to businesses only (B2B); consumer law does not apply.
- Deviations are valid only if agreed in writing. Purchasing or other terms of the customer are expressly rejected.
2. The services
- We provide consultancy, professional services, managed services and training relating to Splunk, Cribl and related tooling ("the services"), as described in the proposal or agreement.
- Unless a specific result is expressly agreed in writing, our services are a best-efforts obligation. We determine how the work is carried out and may engage subcontractors; we remain responsible towards the customer for the result.
- Software licences (including Splunk and Cribl licences) are and remain the customer's. The customer is responsible for its relationship with, and obligations towards, those vendors.
3. Formation of the agreement
- Our proposals are valid for 30 days. An agreement is formed by the customer's written (or email) acceptance of a proposal, or by the actual start of the work at the customer's request.
- Changes in scope are agreed in writing and may affect planning and price.
4. Obligations of the customer
- The customer provides in good time the access, information, accounts and working environment needed for the services, and keeps them valid for the duration of the assignment.
- The customer warrants that it is entitled to give us access to the systems and data involved, and that doing so does not infringe the rights of third parties or applicable law.
- Decisions that only the customer can take are presented to the customer; the customer responds within a reasonable period. Delay caused by outstanding decisions or missing access is not at our expense.
5. Rates and payment
- Services are charged at the hourly or daily rates, or the fixed price, stated in the proposal. All amounts are in euros and exclusive of VAT. Travel time and expenses are charged as agreed in the proposal.
- Time-and-materials work is invoiced monthly in arrears; fixed-price work per milestone; managed services and retainers monthly in advance. Payment term: 14 days from the invoice date.
- We may adjust our rates once per calendar year in line with the Dutch consumer price index (CPI, CBS) and will announce other price changes at least 30 days in advance; for an increase other than CPI, the customer may terminate as of the effective date.
- If payment is more than 30 days overdue we may, after a reminder with a 14-day cure period, suspend the services. Statutory commercial interest and reasonable collection costs are due on overdue amounts.
6. Duration and termination
- Project assignments end when the agreed work is completed. Managed services and retainers are entered into for an indefinite period and may be terminated by either party monthly, with one month's notice, as of the end of an invoicing period.
- Either party may terminate with immediate effect in the event of the other party's bankruptcy, suspension of payments, or a material breach that is not remedied within 14 days after written notice of default.
- On termination we hand over the work in an orderly manner, including documentation of what we managed, and the customer pays for the services rendered up to the end date.
7. Managed services and availability
- Response times, service windows and other service levels for managed services are laid down in the agreement. We make every effort to meet them but do not guarantee uninterrupted operation of the customer's platforms, which depend on the customer's infrastructure and on third-party products and cloud services (including Splunk and Cribl).
- Maintenance is carried out outside peak hours where possible and announced in advance where it affects availability.
8. Training
- Dates, location, number of participants and materials for training are agreed in the proposal. A participant may be replaced free of charge.
- If the customer cancels or reschedules a training more than 14 days before the start date, no costs are due; between 14 and 7 days before, 50% of the agreed price is due; within 7 days, the full price is due.
- Training materials are for internal use by the participants and may not be reproduced or distributed without our written consent.
9. Intellectual property
- Deliverables created specifically for the customer (configurations, dashboards, pipelines, runbooks, scripts and reports) may be used by the customer without restriction for its own organisation after full payment.
- Our pre-existing tooling, templates, methods and know-how, and training materials, remain the property of Geenen ict B.V.. The customer receives a non-exclusive, non-transferable right to use them in so far as needed for the deliverables.
10. Confidentiality and personal data
- The parties treat each other's confidential information (including credentials, rates and non-public business information) as confidential, also after the agreement ends.
- Where we process personal data on behalf of the customer, the customer is the controller and we are the processor. The parties conclude a data processing agreement for that purpose. Our privacy statement at www.orange-insight.com/privacy forms part of these terms.
- Credentials provided to us are handled with care, used only for the assignment and deleted when it ends.
11. Liability
- Our total liability per event (or series of related events) is limited to direct damage and to the amount the customer paid us for the assignment concerned in the three months preceding the event.
- We are not liable for indirect damage, including loss of revenue or profit, loss of data, loss of goodwill or damage caused by third-party products and services, except in the case of intent or deliberate recklessness.
- Liability requires a written notice of default with a reasonable period for remedy. Claims lapse 12 months after the customer became aware, or could reasonably have become aware, of the damage.
12. Changes and final provisions
- We may amend these terms and will announce changes at least 30 days in advance; in the case of a material change to the customer's detriment, the customer may terminate as of the effective date.
- Dutch law applies to the agreement. Disputes are submitted to the competent court of the District Court of Limburg, location Roermond.