Terms and conditions
Article 1 – Definitions
1. In these general terms and conditions the following terms shall have the following meanings:
(1) Contractor: Fraud detector, part of BSM Business Security Management B.V., hereinafter to be referred to as
Principal: the natural person or legal entity that has commissioned Fraud-detector to provide services regarding the ICT infrastructure or parts of it.
(2) Agreement: Agreement in which the client enters a contractual obligation with Fraud-detector for the purchase of services.
Article 2 – General Terms and Conditions
1. These terms and conditions shall always apply to offers made by Fraud Detector and to delivery agreements concluded with Fraud Detector. Client waives any own purchase or general conditions.
2. A reference by the customer to its own purchase or other general conditions is expressly rejected by Fraud-detector.
3. If the agreement refers to regulations, schedules, attachments and other documents of Fraud-detector, these become an integral part of the agreement.
Images and descriptions in offers, prospectuses, catalogs, size and weight specifications, small data and promotional material as well as other data provided by Fraud-detector shall not bind it.
4. These terms and conditions apply to agreements with end users. Agreements with distributors/dealers are excluded here.
5. Fraud-detector and the client are not authorized to transfer rights and obligations from the agreement to third parties without each other’s written consent. Fraud-detector is without the consent of the client authorized to transfer the rights and obligations from the agreement to his current or future operating companies or successors. Fraud-detector has the right to transfer a claim for payment on the client to third parties.
6. Fraud-detector is authorized to involve third parties to be appointed by Fraud-detector in the execution of activities.
7. Any addition, modification or waiver of any provision of this agreement shall be made in writing and signed by authorized representatives of both parties.
8. The client guarantees that the products obtained under the agreement are intended for internal and personal use and not for resale.
9. The client is only permitted to multiply supplied documentation for internal and own use and the client will not make this documentation or copies thereof available to third parties. Moreover, when making copies, the client shall leave intact all signs that determine ownership and origin.
10. Fraud-detector will only be legally represented with regard to assignments and deliveries by those who are entitled to do so according to registration in the trade register at the Chamber of Commerce in Alkmaar.
Article 3 – Offer and agreement
1. An offer does not oblige Fraud Detector to conclude an agreement.
2. The agreement is concluded when Fraud-detector confirms it in a written document to the customer.
3. Fraud-detector has the right to refuse an order without giving reasons and is not accountable for the damage that is caused and/or will be caused directly or indirectly by this refusal.
4. Subsequent written or verbal orders to change or supplement the agreement, are, if accepted in writing by Fraud-detector, an integral part of the agreement.
5. The electronic transmission of orders takes place at the client’s own risk. The appearance of the identification code of the client is considered as his authorized order.
Article 4 – Delivery
1. The Fraud-detector Project Plan contains a list of the following times leading up to the delivery date, being the date on which Fraud-detector informs the client that the delivered products and/or services have been performed in accordance with the Fraud-detector specifications.
2. In case the client is not able to meet the times mentioned in the Fraud-detector Project Plan, Fraud-detector is authorized to:
(1) increase prices;
(2) charge extra costs;
(3) review the delivery date.
3. The delivery date shall be based on the working conditions applicable at the time of the conclusion of the agreement and on the timely delivery of the materials and data required for the execution of the agreement.
4. The delivery date shall be given by Fraud-detector as accurately as possible, but is explicitly not binding.
5. The Change Control Date (CCD) is the latest date that Fraud-detector can accept changes to the order.
6. Fraud-detector accepts changes to the order, including changes to the final information for the software configuration if these changes are received before or on the CCD. The changes and associated price changes must be stated on the Change Order Form. All changes must be approved in writing by the authorized representatives of Fraud Detector and the client. Changes after the CCD will be considered as new orders and will be executed or installed after the delivery date.
7. If the client requests to postpone the planned delivery date, in a written form before the CCD, Fraud-detector will take reasonable measures.
8. If the request of the client for postponement of the planned delivery date is submitted after the CCD, or if the client submits multiple requests for postponement, Fraud-detector is authorized to:
(1) deliver and invoice the equipment and/or services from the planned delivery date, in which case the installation will be scheduled at a mutually agreed upon time, in which case additional costs may be charged for reconfiguration of systems and software; or
(2) dissolve the agreement and charge the costs to the client.
Article 5 – Execution of the assignment
1. The execution shall be carried out according to the methods established by Fraud Detector. The client is bound to the conditions and instructions set by Fraud-detector concerning the execution of the work.
2. The client is obligated to provide at his own expense a suitable space for the execution of the activities described in the assignment. This space must be ready before the execution of the assignment commences.
3. During the execution of the assignment, the client must provide a secure space for the storage of tools and materials.
4. During the activities Fraud-detector should have free access to the rooms where the activities are carried out and rooms where measurements and/or checks are carried out. Fraud-detector personnel shall identify themselves if required. They shall provide sufficient working space, heating, lighting, ventilation and connection points for electricity and internet.
5. The client is responsible for the removal of hazardous material (e.g. asbestos) and shall ensure the absence of dangerous conditions that could affect the work of Fraud-detector.
6. Delay of the execution of the work due to circumstances attributable to the client, is at the risk of the client, without Fraud-detector in any way liable for damages.
7. Fraud-detector is entitled to charge extra costs if the client changes the agreed location.
Article 6 – Service
1. The client can, if necessary, conclude a service agreement with Fraud-detector. In that case, Fraud-detector provides service in accordance with the general terms and conditions.
Article 7 – Risk – Ownership
1. Loss and/or damage of (parts of) the goods/systems delivered by Fraud-detector shall be for the account and risk of the customer from the moment of delivery at the agreed location unless loss and/or damage is caused by fault of Fraud-detector during the execution of the project.
2. Loss and/or damage of (parts of) goods / systems installed by the customer itself and delivered by Fraud-detector is for the account and risk of the customer on the date of delivery.
3. The ownership of the delivered goods passes from Fraud-detector to the client after the client has fulfilled the purchase price and all its other obligations resulting from the agreement.
4. If shipment or delivery is delayed for reasons due to the principal, Fraud-detector can consider the products as delivered and store and insure them for a reasonable period of time at the expense and risk of the principal. If the storage of the products takes place before shipment, the receipt from the warehouse shall replace the shipping documents in all respects.
5. If the default of the customer persists for more than 3 months, Fraud-detector has the right to take back the products and to dissolve the agreement, without Fraud-detector being held to any compensation and without prejudice to any further rights to which Fraud-detector is entitled.
6. Prior to the payment of the amounts due, the customer is not authorized to alienate, pledge or pledge the goods delivered by Fraud-detector to third parties, nor to make them available to third parties in any way or under any article.
7. The customer is obliged to notify the contents of the preceding provisions to third parties to whom the customer transfers ownership, whether or not as security, or gives a silent pledge of the goods delivered by Fraud-detector.
8. As long as the goods remain the property of Fraud-detector, the customer may only process or resell them in the normal course of his business, which does not include pledging or transfer of ownership as security. In case of a violation of this obligation, the client shall forfeit the purchase price immediately due and payable in full, without further notice of default being required, without prejudice to any further claims of user.
Article 8 – Intellectual property
1. All intellectual and industrial property rights to the software, websites, data files, equipment or other materials developed or made available under the agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, belong exclusively to Fraud Detector, its licensors or its suppliers. The client only acquires the rights of use that are explicitly granted by these terms and conditions and the law. Any other or further right of the client to reproduce software, websites, data files or other materials is excluded. A right of use to which the Principal is entitled is non-exclusive and non-transferable to third parties.
2. If in deviation from article 8.1 Fraud-detector is willing to commit to transfer an intellectual or industrial property right, such a commitment can always only be made in writing and explicitly. If parties agree in writing and explicitly that intellectual or industrial property rights with regard to software, websites, data files, equipment or other materials specifically developed for the client shall be transferred to the client, this shall not affect the authority of Fraud-detector to apply and exploit the components, general principles, ideas, designs, documentation, works, programming languages and the like underlying that development, without any restriction for other purposes, either for itself or for third parties. Nor does a transfer of intellectual or industrial property rights affect the right of Fraud-detector to undertake developments for itself or third parties that are similar to those done for the client.
3. The client is not allowed to remove or change any indication concerning the confidential nature or concerning copyrights, brands, trade names or other rights of intellectual or industrial property from the software, websites, data files, equipment or materials.
4. Fraud-detector is allowed to take technical measures to protect the software or in view of agreed restrictions in the duration of the right to use the software. The client is not allowed to remove or evade such a technical measure. If security measures result in the client not being able to make a back-up copy of the software, Fraud-detector shall make a back-up copy available to the client on request.
5. Unless Fraud-detector makes a back-up copy of the software available to the customer, the customer may make a back-up copy of the software, which may only be used for protection against involuntary loss of possession or damage. Installation of the backup copy is only after involuntary loss of possession or damage. A backup copy must be provided with the same labels and copyright notices as are present on the original copy.
6. With due observance of the other provisions of these general terms and conditions, the client is entitled to correct errors in the software made available to him if this is necessary for the use intended with the software. Where in these general terms and conditions reference is made to `errors’, this shall be understood to mean that the functional or technical specifications made known in writing by Fraud-detector and, in case of custom-made software and websites, to the functional or technical specifications explicitly agreed in writing between parties. An error only exists if the client can prove it and if it is reproducible. The client is obliged to report errors to Fraud-detector without delay.
7. Fraud-detector shall indemnify the client against any legal action by a third party based on the allegation that software, websites, data files, equipment or other materials developed by Fraud-detector itself infringe an intellectual or industrial property right applicable in the Netherlands, under the condition that the client immediately informs Fraud-detector in writing about the existence and content of the legal action and leaves the handling of the case, including making any settlements, entirely to Fraud-detector. The client shall provide the necessary powers of attorney, information and cooperation to Fraud-detector to defend itself, if necessary in the name of the customer, against these legal actions. This obligation to indemnify expires if the alleged infringement is related (i) to materials made available to Fraud-detector by client for use, processing, processing or incorporation, or (ii) to changes that client has made in the software, website, data files, equipment or other materials or has had made by third parties. If it is irrevocably established in law that the software, websites, data files, equipment or other materials developed by Fraud-detector itself infringe any intellectual or industrial property right belonging to a third party or if in the opinion of Fraud-detector there is a reasonable chance that such an infringement occurs, Fraud-detector shall, if possible, ensure that the client can continue to use the delivered, or functionally equivalent, other software, websites, data files, equipment or the relevant other materials undisturbed, for example by adapting the infringing parts or by acquiring a right of use on behalf of the client. If Fraud-detector, in his sole judgment, cannot ensure or cannot ensure other than in a (financially) unreasonably onerous way for him that the customer can continue to use the delivered goods undisturbed, Fraud-detector shall take back the delivered goods against crediting of the acquisition costs under deduction of a reasonable user fee. Fraud-detector will not make its choice in this context until after consultation with the client. Any other or further liability or indemnity obligation of Fraud-detector for violation of intellectual or industrial property rights of a third party is completely excluded, including liability and indemnity obligations of Fraud-detector for infringements caused by the use of the delivered software, websites, data files, equipment and/or materials (i) in a form not modified by Fraud Detector, (ii) in connection with items or software not supplied or provided by Fraud Detector or (iii) in a manner other than that for which the equipment, software, websites, data files and/or other materials were developed or intended.
8. The customer guarantees that no rights of third parties oppose the provision to Fraud-detector of equipment, software, material intended for websites (images, text, music, domain names, logos etc.), data files, or other materials, including design material, for the purpose of use, adaptation, installation or incorporation (e.g. in a website). Client shall indemnify Fraud-detector against any action based on the allegation that such provision, use, adaptation, installation or incorporation infringes any third party right.
Article 9 – Software license
1. Fraud-detector grants the client a personal, non-transferable and non-exclusive right of use on software provided and registered within the framework of the agreement and accompanying user documentation. The right of use shall be limited to the use with the equipment for which the software is obtained.
2. Use of software on multiple systems or computers is prohibited unless otherwise agreed in writing.
3. The client shall ensure that its employees and other users of software licensed under this agreement comply with these terms and conditions.
4. The client shall refrain from any action intended to obtain an equal source code for the software.
5. The license terminates automatically upon use of software on equipment other than that for which the software was obtained, upon removal of the software from the Netherlands, or upon any other infringement of the license rights.
6. Software packages obtained from third parties by Fraud Detector are subject to the conditions that third parties impose on the use of the software. If these conditions are not included with the delivered goods, Fraud-detector shall make them available to the client on first request.
7. Transfer of patents, copyright and trademark rights attached to the software to be delivered is excluded from the software license granted to the client.
8. Software applications and in particular customer-specific (custom) applications are described in a separate appendix to the agreement.
Article 10 – Use of software and related information
1. The customer agrees that software and related technical or business information, which is owned by Fraud Detector or its suppliers, and provided to the customer in the framework of the agreement, shall remain the property of Fraud Detector or its suppliers and:
(1) be used exclusively for the purpose or purpose stated in the agreement;
(2) not be counterfeited or copied, unless for authorized use within the framework of this agreement or unless otherwise agreed in writing;
(3) not be used to develop other software;
(4) be returned together with other copies or destroyed if no longer required;
(5) not be removed from the Netherlands.
2. Customer is obliged to keep software and related technical or business information secret, except if:
(1) Fraud-detector has released the customer from its obligation to maintain this confidentiality;
(2) these data become generally known to the public, not by actions imputable to the client.
3. If equipment is transferred to third parties, Fraud-detector B.V. shall, at the written request of the customer, grant the third party the right to use the software and related technical or business information, provided the third party agrees in writing to the conditions of Fraud-detector B.V. .
Article 11 – Protection of personal data and retention periods
1. Fraud detectors shall comply with the obligations incumbent on them as processors under the legislation governing the processing of personal data. Fraud Detector shall ensure appropriate technical and organizational measures to protect (personal) data against loss or any form of unlawful processing.
2. The Client guarantees that all legal regulations concerning the processing of personal data, including the regulations given under or pursuant to the Dutch Personal Data Protection Act, are strictly observed and that all prescribed notifications have been made and all required permissions to process personal data have been obtained. The Client shall provide Fraud-detector with all requested information in this regard in writing without delay.
3. The customer shall indemnify Fraud-detector against all claims of third parties which could be made against Fraud-detector because of a violation of the Data Protection Act and/or other legislation concerning the processing of personal data which is not attributable to Fraud-detector.
4. The customer shall indemnify Fraud-detector for all claims of third parties, including governmental institutions, which could be filed against Fraud-detector because of violation of legislation concerning the legal retention periods.
Article 12 – Liability
1. The liability of Fraud-detector under the agreement with the customer is explicitly limited to the fulfillment of the obligations of Fraud-detector as described in the agreement.
2. The liability of Fraud-detector towards the customer for direct damage due to negligence on the part of Fraud-detector shall be limited to EURO 10.000 or to the value of the agreement (excl. VAT), whichever is the lower, for each event causing damage.
3. Fraud Detector can in no way be held liable for any accidental, indirect or incidental damage, including loss of profit or income, loss of production, costs related to stoppage or delay, fines and discounts and all payments to third parties.
4. Fraud-detector can in no way be held liable for the loss and/or damage of data or processing results by the client.
5. The provisions of paragraphs 3 and 4 shall also be deemed to apply to indirect or immediate operating companies of Fraud Detector and to the employees and representatives thereof.
6. The exclusion of liability shall also include damage caused by the holder of a concession as referred to in the Telecommunications Facilities Act.
Article 13 – Exclusion of liability for loss of data and/or failure of ICT infrastructure
1. Installation of ICT security hardware and software, either for temporary or continuous control and security of ICT systems may affect the functioning of other business applications, hardware and software. Principal has taken cognizance of the fact that performing tests and implementing security solutions can be at the expense of stability and can lead to unintended failure or loss of data. Changes in the ICT infrastructure must at all times be implemented in advance in a test environment made available by Principal and must be tested by Principal himself.
2. Principal is responsible for a sufficiently robust system, including adequate backup and restore procedures regarding the overall infrastructure and data such as e-mail, websites, network, databases and business applications.
3. Fraud-detector can never be held liable for any form of failure, deterioration of performance or loss of data in the ICT infrastructure and resulting damage as a result of the hardware and software mentioned in article 13.1 and 13.2.
4. BSM shall at all times attempt to ensure that the advice given is as wide as possible, however, this is without obligation and rollout remains the responsibility of Principal. The exclusion of liability therefore also applies to all advice given by BSM employees and the roll-out or implementation of such advice, whether or not carried out by a third party.
5. Delivery of security systems by BSM or compliance with security advice provided by BSM is never a guarantee that business information and/or systems are therefore completely safe. Damage as a result of theft of information, failure or delay in systems can never be blamed on BSM. The client remains responsible for this at all times before, during or after the performance of the work itself.
Article 14 – Prices
1. All prices are based on delivery carriage paid within the Netherlands including rights and exclusive of V.A.T., as agreed in the agreement. For deliveries outside the Netherlands the delivery condition is “Ex Works” (Incoterms 1990). For deliveries outside the Netherlands, prices are exclusive of all taxes, duties, levies and other costs due in connection with the agreement in the country of establishment of the client or in any other country for which the products are intended or where services are provided.
2. The prices are based on the cost price factors applicable at the time of the offer or agreement. If one or more of the cost price factors undergoes an increase, including increases due to exchange rate fluctuations, Fraud-detector is entitled to change the prices accordingly or to cancel the order.
Article 15 – Payment
1. Payment by the client shall take place in accordance with a payment schedule to be determined in the agreement. Only if the payment schedule has not been laid down in writing, invoicing will take place once a week afterwards.
2. The amounts due will be invoiced by means of an invoice.
3. Payment must be made within 14 days of the invoice date, without any discount or compensation, to an account to be designated by BSM.
4. If an invoice remains unpaid 30 days after the invoice date, the invoice amount will automatically be increased by default interest of 2% per month or part of a month. In such a case, the client shall be in default by operation of law, without any summons or notice of default being required, unless otherwise agreed in the contract.
5. All extrajudicial costs incurred by Fraud-detector in the execution of the agreement shall be borne by the client. The extrajudicial costs are at least 15% of the agreed price. All costs will be calculated on the basis of the hourly rate of the Netherlands Bar Association.
6. Fraud-detector always has the right to demand that the client provides security for the fulfillment of his obligations. Failure to comply with a written request to that effect by Fraud-detector gives Fraud-detector the right to unilaterally dissolve the agreement, without judicial intervention being required and without prejudice to Fraud-detector’s right to compensation for damages.
7. All bank costs, taxes, levies, duties and other costs which are or become due over payments and/or transfers of funds, as well as all costs related to the accreditation, are for the account of the customer.
8. In case client does not or not timely fulfill any obligation resulting from the agreement, has a debt arrangement with his creditors, applies for suspension of payment, or undergoes a similar procedure, becomes bankrupt, closes or transfers his company or dissolves it, as well as in case of seizure, any claim of Fraud-detector against the client shall be immediately due and payable in its entirety. Fraud-detector also has the right to dissolve the agreement as far as not yet (completely) executed without further notice of default or judicial intervention and to take back the already delivered, not yet paid goods, all this without prejudice to the right to compensation, or to suspend the execution of the agreement.
9. The client will be deemed to have acknowledged the invoice as correct and to have acknowledged the debt if no written protest has been made against it within 7 days of the date of the invoice.
10. All costs arising from or related to the assertion by Fraud-detector of its rights arising from or in connection with the purchase and sale agreement concluded with the customer, the performance of work or to the provision of services, including all costs arising from or related to the judicial and/or extrajudicial collection of any invoice amount not paid on time or not paid in full or for any other reason, without any reminder, summons or notice of default being required, shall be borne by the client, including the costs of any reminder, summons and notice of default, which in the event of any legal proceedings not being borne by the losing party, all this with a minimum of ad valorem. Euro 200,- at a time. The amounts entered in user’s books for the aforementioned costs shall provide full evidence as to the amount of the aforementioned costs, unless the client provides evidence to the contrary.
Article 16 – Termination of agreement
1. If the customer does not meet, does not meet properly or does not meet on time any obligation which results for him from the agreement concluded with Fraud-detector or from a related agreement, or if it is subject to serious doubt whether the customer is able or willing to meet his contractual obligation towards Fraud-detector, as well as in case of bankruptcy, suspension of payment, shut down and liquidation of the company of the customer, Fraud-detector shall have the right to suspend its obligations under the concluded agreement without notice of default and/or to claim the agreed price increased with all costs incurred, including the costs of termination, in full and immediately and/or to dissolve this agreement in full or in part without judicial intervention by means of a written statement to that effect, this without Fraud-detector being held to any compensation or guarantee and without prejudice to the other rights of Fraud-detector.
2. If any part of the agreement becomes invalid, parties agree that the other parts of the agreement shall remain in force.
3. If nothing else has been agreed, the security service contracts always have a term of 1 year, tacitly renewable by 1 year each time. Notice of termination must be given in writing by the client at least 1 month and 1 day before the expiry of the validity.
Article 17 – Force majeure
1. Force majeure shall mean any circumstance beyond the control of Fraud Detector – even if foreseeable at the time of the conclusion of the agreement – which temporarily or permanently prevents Fraud Detector from fulfilling the agreement, as well as, in so far as not already included, war, martial law, threat of war, civil war, riots, strikes, lockouts, transport problems, fire, epidemics, quarantine, weather conditions, serious malfunctions in the company of Fraud Detector, as well as incomplete, late or non-fulfillment by its suppliers and all obstacles caused by government measures.
2. In case of force majeure, Fraud-detector is entitled to unilaterally suspend the fulfillment in whole or in part, or to dissolve the agreement as far as not executed and to claim payment of the delivered part, without any obligation of Fraud-detector to pay any compensation.
Article 18 – Applicable law – Disputes
1. All agreements to which these terms and conditions apply in whole or in part shall be governed exclusively by Dutch law.
2. All disputes (including those which are only considered as such by one of the parties) which may arise as a result of the agreement, to which these terms and conditions apply in whole or in part, or resulting agreements between parties will, at the choice of Fraud Detector, either be submitted to the competent court/judge in the district of Haarlem, or be subject to the judgment of arbitrators, appointed and ruling in accordance with the UNCITRAL Arbitration Rules, and appointed by the International Chamber of Commerce in Paris.
3. The arbitration proceedings shall be conducted in the language of the agreement between Fraud Detector and the principal. In all cases, the arbitral tribunal shall consist of three arbitrators.
4. The principal waives its right to invoke its diplomatic immunity against Fraud Detector.
Article 19 – Website fraud-detector.eu and fraud-detector.nl
All tests of fraud-detector.eu are indicative and built to the best of knowledge, honor and conscience. Buying products or purchase online services remains ultimately always your own responsibility. You can not hold our organization liable for any false-positives (false reporting that something is not good or unsafe) or false-negatives (our system gives a positive result), if damage has occurred.
However, we would like to hear from you if you find a test result unclear or illogical. Together with you, we can ensure that our database and the results correspond as closely as possible to the actual situation.