General conditions

Below are the translated Dutch 'Algemene Voorwaarden', although we've carefully translated it to English, the Dutch version will prevail in case of differences or disputes.

Definitions:

• Client: The natural or legal person with whom the agreement for the provision of services is concluded, as specified in the Assignment.
• MMOX: MMOX B.V., located at Binckhorstlaan 36, 2516 BE The Hague, Chamber of Commerce number 63930072, VAT number NL855457557B01.
• Partner(s): Companies, organizations, and individuals with whom MMOX collaborates to offer the Service.
• Service and/or MMOX Cyber Secure: The agreed service between Client and MMOX (including hardware and software to be delivered), activities, and tasks, including any additional services purchased by the Client.
• Assignment: The written confirmation in the form of an application form, order form, quotation, contract, or any other document by which the Client commissions MMOX to deliver the Service and perform related activities and tasks.
• Service Description: The document received by the Client before, during, or after the Assignment, describing the content of the Service.
• Delivery Date: The activation date of the Service. The Client can use the Service from the Delivery Date. MMOX starts its activities for the Client from the Delivery Date. Activation of the Service by MMOX takes place no later than 7 calendar days after receipt of the Assignment.
• MMOX Cyber Sensor: Hardware with software developed by MMOX, delivered to the Client after the Delivery Date for the purpose of the Service. A break/fix service agreement applies to the Cyber Sensor during the term of the Service.

Description of the Service

MMOX Cyber Secure is an integrated service aimed at improving clients’ cybersecurity, with the goal of preventing cyber incidents. The scope of MMOX Cyber Secure is described in the Service Description and may change over time.

If the Client and MMOX agree on the provision of additional services, this will be recorded in a separate Assignment. The description of the additional service will be included in the Assignment.

Applicability

These terms apply to every offer, quotation, assignment, or agreement from MMOX unless otherwise agreed between the parties and confirmed in writing.

Agreement

By signing the Assignment, the Client accepts the offered Service and the associated terms of MMOX. This establishes an agreement between the Client and MMOX, subject to approval by MMOX’s management. The agreement consists of the Assignment, the Service Description, and these General Terms and Conditions.

Term

The term of the Service is 12 months unless otherwise agreed and starts on the Delivery Date. After the initial term, the Service is automatically renewed for successive periods of 12 months unless terminated in writing at least 2 months before the end of the term or any renewal thereof.

Ownership

All hardware and software delivered and/or installed by MMOX for the Service, whether in the cloud, at third parties, or at the Client’s location, is provided on loan and remains the property of MMOX or its successors unless otherwise agreed. In the case of hardware purchased by the Client in combination with a break-fix service, only the relevant hardware becomes the property of the Client.

Right of Use

MMOX grants the Client a right of use for all hardware and software delivered as part of the Service, including but not limited to the Cyber Sensor. This right of use applies exclusively to the Client’s business. The Client may not allow third parties to use it or use it for purposes other than those prescribed by MMOX. The right of use ends upon termination of the agreement. During the agreement, the Client must act responsibly and do everything necessary to prevent damage. The Client may not reverse-engineer, decompile, disassemble, or otherwise modify the Cyber Sensor in whole or in part.

Prices and Rates

The rate for the Service(s) is stated in the Assignment. The rates are annual. All prices and rates are exclusive of VAT unless stated otherwise. MMOX is entitled to annually index the rates according to the “Collective Labor Agreement wages for Business Services” price index published by the Dutch Central Bureau of Statistics (CBS).

Invoicing, Collection, and Default

The fee for the Service is invoiced annually in advance. In the first year, the annual fee is invoiced on the Delivery Date. Any activation or installation costs at the start of the service are invoiced once on the Delivery Date. Payment by the Client must be made within 14 days of the invoice date. If the Client fails to pay on time, they are in default by operation of law, and MMOX is entitled to suspend the service. In case of late payment, the Client owes statutory interest on the outstanding amount, without prejudice to other obligations. Collection costs, both judicial and extrajudicial, are borne by the Client.

Delivery

All Services are provided on a “best effort” basis. MMOX does not guarantee the prevention of cyberattacks, hacking, or data breaches.

Force Majeure

Force majeure includes all circumstances as defined by law and jurisprudence. MMOX is not obliged to fulfill its obligations under this agreement if performance has become impossible due to force majeure. In such cases, the parties will consult on how and when the cooperation can be continued.

Partners and Subcontractors

MMOX collaborates with partners to provide its services. The Client agrees that parts of the service may be performed by third parties. A subcontractor is a party engaged by MMOX to support the service. Commercial partners and subcontractors of MMOX may be eligible for compensation for reselling MMOX services.

Cooperation

The Client will provide all reasonable and necessary cooperation to MMOX and its representatives (employees, subcontractors, partners) to enable the delivery of the service.

Privacy

MMOX handles the Client’s personal data with care. MMOX processes data as a processor within the scope of the Service, as defined in the General Data Protection Regulation (GDPR). The manner in which this is done is described in the privacy statement.

Confidentiality

The parties acknowledge the confidential nature of the information they receive from each other in the context of the agreement. MMOX ensures that all individuals involved in this agreement, including its employees, representatives, and/or subcontractors, treat the information obtained under the agreement as confidential. The Client shall observe strict confidentiality regarding any (confidential) information encountered in the context of the Service and the Assignment.

Both before and after the delivery of the Service, the parties shall keep any and all information obtained from the other party in connection with the delivery of the Service confidential, if it is clearly marked as "Confidential" or is clearly confidential by its nature. None of the involved parties shall apply or use this information except in connection with the Service, nor shall they share or make the information available to third parties without prior written consent from the other party.

Intellectual Property

The Client’s own, confidential, and/or personal data provided to MMOX under this agreement remains the exclusive property of the Client. All rights, ownership rights, including copyrights, trademarks, service marks, trade secrets, and other intellectual property rights, and all related goodwill, concerning or related to the Service or any part thereof—including personal data, computer code, hardware, graphic design, layout, user interfaces, and all derivatives, improvements, and variations thereof, excluding the Client’s own data—are owned by MMOX and/or its licensors and are not transferred to the Client.

Liability

MMOX is only liable for damages that are the direct result of a defect that MMOX knew or should have known about at the time of entering into this agreement. MMOX’s liability arises only if the Client has properly and in writing declared MMOX to be in default, providing a reasonable period to remedy the shortcoming, and MMOX continues to fail in fulfilling its obligations after that period. MMOX is only liable for direct financial damages suffered by the Client as a result of intent or gross negligence on the part of MMOX.

Any liability of MMOX is limited to the amount paid out under MMOX’s business liability insurance in the relevant case, minus the deductible applicable under the insurance. If the liability insurance does not provide coverage, liability is limited to an amount equal to one year’s fee payable by the Client under this agreement. MMOX is not liable for damages arising in any way from unlawful or careless use of the Service delivered to the Client.

Complaints

MMOX strives to serve its Clients as best as possible. However, situations may arise where we have not fully met expectations. We welcome complaints about our service so we can learn from them. Complaints can be submitted to management, by phone via the general number, or by email. MMOX aims to respond to complaints within 7 working days.

Applicable Law and Jurisdiction

This agreement is governed exclusively by Dutch law. In the event of a dispute arising from this agreement, the court in The Hague shall have jurisdiction, unless the parties agree otherwise in writing.

Versienummer: 3.1