General Terms and Conditions

General Terms and Conditions

Article 1. Definitions


In these general terms and conditions, the following terms shall have the following meanings:

  • Security Company: GOB Safety & Security Support BV (hereinafter GOB), member of the Association of Recognized Security Companies, which has committed itself to providing the Services.
  • Consumer: a natural person who is not acting in the exercise of a profession or business.
  • Services: the services provided by the GOB to the Client.
  • Client: any person with whom GOB enters into an Agreement or for whom the Security Company supplies goods or services.
  • Agreement: the agreement between GOB and Client with regard to the performance of the Services, in whatever form or under whatever title.
  • Access Means: all equipment required to gain access to the locations where the Services are to be performed, including keys, keycards, keys, passwords and access codes and other login or access systems.


Article 2. Applicability


  1. These general terms and conditions apply to all legal relationships between GOB and the Client, including all Agreements, quotations, offers, deliveries and legal acts of GOB and all Services.
  2. These general terms and conditions form an integral part of the Agreement. GOB reserves the right to amend these general terms and conditions. Amendments will enter into force 30 days after publication by GOB. If the Client does not wish to agree to the amendment, it is entitled to terminate the Agreement within two weeks after publication as referred to in this article, without the right to compensation.
  3. Any purchasing conditions or other conditions of the Client shall not apply and are expressly rejected.
  4. If any provision of these general terms and conditions is void or annulled, the other provisions will remain fully in force. The void or annulled provision will be replaced by a valid provision to be drawn up in all fairness by the parties, which has the same intended legal consequences as much as possible.
  5. In the event that any provision of the (written) Agreement conflicts with the provisions of these general terms and conditions, the provision of the Agreement shall prevail.


Article 3. Quotations and offers, conclusion and duration of the Agreement


  1. All offers and quotations, in whatever form, from GOB are without obligation, unless a term for acceptance is stated.
  2. If no term for acceptance is stated, the offer will in any case expire after 14 days.
  3. If GOB wishes to charge costs for submitting a quotation, the Client will be informed of this in advance.
  4. The Agreement will only be concluded after GOB has confirmed in writing that the Client has accepted the offer, or at the time that GOB has commenced the execution of the Agreement.
  5. Unless otherwise agreed in writing or unless the nature of the service implies that it is a one-off, the Agreement is entered into for a fixed term, with a duration of 12 months.


Article 4. Execution of the Agreement


  1. GOB will execute the Agreement and Services as a good client to the best of its knowledge and ability, based on the information provided by the Client, in accordance with the statutory regulations and the code of conduct of the Private Security Organizations of the Association of Recognized Security Companies.
  2. Special requirements and wishes imposed by the Client on the Services must be reported in writing by the Client before concluding the Agreement.
  3. GOB only enters into best efforts obligations and does not guarantee or stand by the achievement of the intended or agreed goal. GOB also does not guarantee the safety of the objects and persons secured by it and does not provide any guarantees regarding the absence of circumstances and causes of damage - including but not limited to fire, vandalism, burglary, theft, loss, injury, threat or death - and the associated (damage) consequences, which the Services attempt to limit or
  4. GOB has the right to engage third parties at its own discretion for the performance of the Agreement and Services.
  5. GOB determines how the Services will be performed in order to achieve the intended purpose. The Contractor is not obliged to follow instructions from the Client that have not been agreed upon or that may detract from achieving the intended purpose. If, during the performance of the Agreement, the Client gives GOB instructions that have not been agreed upon in writing in the Agreement and that lead to a change and/or influence on the Services, the Client is solely responsible for all consequences resulting from these instructions and must indemnify and hold GOB harmless against them. The Client is not obliged to perform the Services outside the agreed locations.
  6. The Client shall make every effort to enable and promote proper performance of the Agreement. The Client shall ensure at its own expense and risk that all information, permits, means of access, facilities and other resources that the Security Company has indicated are necessary for the performance of the Agreement, or that the Client should reasonably understand are necessary for the performance of the Agreement or the provision of the Services, are made available to GOB in a timely manner.
  7. Client undertakes to enable GOB to perform the Agreement under conditions that comply with the statutory safety requirements and other applicable regulations. Client shall ensure that all information and (auxiliary) materials that GOB indicates are necessary or that Client should reasonably understand are necessary for the performance of the Agreement are provided to the Security Company in a timely manner. If Client fails to meet this obligation in a timely manner, Security Company shall have the right to suspend performance of the Agreement and/or charge Client for any additional costs resulting from Client's negligence, including costs of GOB itself obtaining such resources, at reasonable rates.
  8. If GOB performs Services in or at the object within the framework of the Agreement, the Client shall provide the facilities required by GOB. These facilities shall in any case include means of communication, sufficient heating, lighting, power supply, toilet facilities, telephone, fire extinguishing equipment and first aid equipment. The costs for this shall be borne by the Client.
  9. All equipment, software, tools, access means, materials and/or documents supplied or made available by GOB remain the property of the Security Company at all times, unless otherwise agreed in writing.
  10. In the event that it has been agreed that the Agreement will be executed in phases, GOB can only be obliged to execute a subsequent phase if the previous phases have been approved and paid for by the Client if one or more separate invoices have been sent for that phase.
  11. If the performance of the Services is delayed due to circumstances for which the Client is responsible, GOB may recover any resulting damages from the Client.
  12. The Client is responsible for the accuracy and completeness of all information and implementation instructions provided by him to GOB.
  13. The Client shall bear the risk for damage related to all plans, designs, constructions, materials, assistants, suppliers, implementation regulations and designs or security plans of GOB approved by him.
  14. In the event of loss, damage or malfunctioning of Access Means in use by GOB, GOB shall notify the Client thereof as soon as possible. The Client shall, at its own expense and risk, ensure any replacement of the locks, replacement or blocking of the access systems and/or Access Means, as well as the provision of new Access Means to GOB.
  15. Inspections or visits in response to an alarm notification will always be at the expense of the Client, regardless of the cause of the alarm notification.
  16. If GOB discovers a criminal offence, it will report this to the Client. The Client is authorised to report this criminal offence. GOB reserves the right to report the offence itself if failure to do so could potentially lead to damage for GOB or if GOB itself may commit a criminal offence by failing to report the offence. Reporting by KNB is done under the responsibility of the Client. GOB can never be held liable for damage suffered by third parties or the Client as a result of the report. The Client indemnifies GOB against all claims in this regard.
  17. Costs incurred by the client independently and/or with the cooperation of third parties to further investigate or discover a (possible) criminal offence or offences cannot be charged to GOB unless GOB has given prior written permission to do so.
  18. If the commencement and progress of the Services is delayed by circumstances for which the Client is responsible, GOB may recover any resulting damages from the Client.


Article 5. Amendment of Agreement


  1. If during the performance of the Agreement it appears that it is necessary to amend or supplement the Agreement for its proper performance, including changing the circumstances or the risk profile of the persons or objects to which GOB's activities relate, GOB and the Client will consult about this.
  2. An amendment or addition to the Agreement may affect the time of completion of the Agreement. The Security Company will inform the Client of this. In that case, the Client can no longer rely on the originally agreed delivery period.
  3. GOB is authorized to charge the Client for any additional or reduced work resulting from the amendment or supplement to the Agreement that has financial consequences. GOB will inform the Client of this in advance.
  4. The settlement of additional or reduced work will take place at the final invoice.
  5. GOB is not authorised to charge costs for additional work if the cause of the additional work is due to circumstances for which GOB is to blame.
  6. GOB is authorised to pass on to the Client any cost-increasing circumstances based on a statutory provision.


Article 6. Delivery period and completion of the Agreement


  1. GOB will make every effort to complete the Agreement within the specified period or time frame. An agreed period, time frame, start date or end date is not a fatal term, unless expressly agreed otherwise. In the event of late delivery, the Client must therefore give the Security Company written notice of default and grant it a reasonable term for compliance.
  2. GOB shall, if requested, inform the Client of the completion of the performance of the Agreement. The Client shall be deemed to have accepted the performance of the Agreement or the result of GOB's work i) when he declares this to GOB, or ii) if he has not lodged a written and substantiated objection to the Agreement within 2 working days after the performance has been completed, accompanied by a statement of the work still to be carried out.


Article 7. Prices and payment


  1. All prices stated by GOB in quotations, offers or Agreements are exclusive of taxes, including sales tax (VAT), and other government-imposed levies, unless otherwise indicated. The prices stated in the quotations to Consumers are inclusive of VAT, unless otherwise indicated.
  2. GOB is at all times entitled to pass on to the Client any cost-increasing circumstances based on a statutory provision, or increases in costs resulting from circumstances beyond its control or from increases in purchase prices. The Client is not entitled to terminate the agreement prematurely as a result of these increases. If the price increase occurs within three months after the conclusion of the Agreement, the Client acting as a Consumer is entitled to terminate the Agreement within 30 days after notification of the relevant adjustment against the date on which the adjustment takes effect, unless GOB subsequently withdraws the announced adjustment, in which case the Agreement will continue under the original conditions.
  3. Payment must be made without discount, suspension or settlement. Payments made by the Client shall always serve to settle in the first place all interest and costs due, and in the second place the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
  4. GOB and the Client may agree that the work, or the delivery of products or services, will be carried out on the basis of a post-calculation. In this case, GOB will inform the Client in advance of the hourly rate to be used and the estimated material costs. In the absence thereof, a reasonable hourly rate and reasonable material costs will apply.
  5. Unless otherwise agreed, GOB may, at its own discretion, invoice for work performed by means of advance invoices, interim invoices and final invoices.
  6. Payment of the advance invoices submitted by GOB must take place before the commencement of the execution of the Agreement. Payment of the other invoices must take place within 30 days after the invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
  7. GOB's administration shall serve as full proof of what the Client owes GOB, subject to proof to the contrary to be provided by the Client.
  8. If GOB fails to pay the amounts due under the Agreement on time, it shall owe the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code on the amount due, without any notice of default or reminder being required, without prejudice to GOB's other rights. The Client acting as a consumer shall owe the statutory interest pursuant to Article 6:119 of the Dutch Civil Code. In addition, the Client shall be obliged to reimburse GOB for the judicial and extrajudicial collection costs incurred by GOB.
  9. The following applies to the amount of extrajudicial (collection) costs:
  10. To the extent that the Client acts as a Consumer, GOB is entitled to an amount equal to the statutory maximum permitted compensation for extrajudicial collection costs, as determined in and calculated in accordance with the Decree on compensation for extrajudicial collection costs, to the extent that the outstanding amount – after the occurrence of the default – is not paid after a reminder within fourteen days calculated from the day after the day of the reminder by GOB;
  11. To the extent that the Client does not act as a Consumer, GOB, in deviation from article 6:96 paragraph 5 of the Dutch Civil Code and also in deviation from the Decree on compensation for extrajudicial collection costs, is entitled to compensation and payment of the extrajudicial (collection) costs, which are now determined as follows:
  12. Over the first Euro 10,000: 15%;
  13. On the amount up to Euro 25,000: 10%;
  14. On amounts up to Euro 50,000: 5%; with a minimum of Euro 250.

If the GOB demonstrates that it has incurred higher costs, these will also be eligible for reimbursement.


Article 8 Liability


  1. GOB is only liable to the Client for direct damage resulting from intent or deliberate recklessness on the part of GOB or its employees and is at all times limited to the liability and damage covered by GOB's current liability insurance.
  2. GOB is never liable for damage in the following cases:
  3. the event causing the damage was already observable during the performance of the Agreement and the Client did not report it at that time;
  4. the damage is the result of incorrect use or insufficient maintenance of the object to be secured by the Client;
  5. the safety plan, instructions or directions have been deviated from without GOB's permission;
  6. the Client does not provide GOB with sufficient opportunity to eliminate the cause of the damage
  7. If GOB is liable, such liability shall at all times be limited to direct and material damage that is the sole result of an attributable failure to comply with the written obligations under the Agreement by GOB and the Client has notified GOB of such failure in a timely manner, whereby GOB has been given the opportunity to remedy the defect.
  8. Under no circumstances shall GOB be liable for any form of indirect or consequential damage, including but not limited to damage due to delay, loss of turnover or profit, missed savings, business disruptions, loss of capacity or deployment of people or production resources and business closure.
  9. Damage must be reported to GOB in writing by the Client within 14 days of discovery, but no later than 30 days after delivery, under penalty of forfeiture of the right to compensation and all other claims. Any liability shall in any case lapse three months after delivery of the products or services to which the damage relates, unless the damage has been reported validly and in a timely manner in accordance with these conditions.
  10. GOB's liability is at all times limited to the amount of the invoice excluding VAT of the delivery to which the damage relates, but with a maximum of EUR 20,000 per event or related events and up to a maximum of EUR 60,000 per year. Without prejudice to the foregoing restrictions, liability for damage is in any case limited to the amount actually paid out by GOB's insurer.
  11. GOB is not liable for damage if i) GOB has had to carry out its work without an approved safety plan, or i) the damage is the result of incorrect information provided by the Client, b) imperfections that have arisen during the transmission or sending of data and Access Means, c) loss or theft of Access Means, or d) problems in reaching contact persons specified by the Client.
  12. The Client shall indemnify and hold GOB harmless from and against all claims by third parties (including claims by GOB employees on the grounds of a breach of Articles 7:611 and 7:658 of the Dutch Civil Code) relating to the performance of the Agreement and any damage that GOB may incur and which is for the account of the Client under these general terms and conditions.


Article 9. Force Majeure


  1. If the performance of the Agreement is delayed or impeded as a result of force majeure, GOB is entitled to suspend the performance of the Agreement or to terminate the Agreement by means of a written statement, without any obligation to pay damages.
  2. Force majeure is understood in these general terms and conditions to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which GOB has no influence, but which prevent GOB from fulfilling its obligations, including, but not limited to, strikes, illness of employees, labor disputes, power, computer, telephone and fax failures, malfunctioning of alarm systems, unusual traffic or weather conditions, shortcomings of third parties, including suppliers and subcontractors, engaged by GOB for the purpose of executing the Agreement, as well as all obstacles caused by third parties or government measures.
  3. GOB is entitled to suspend its obligations under the Agreement during the period in which force majeure occurs. GOB is not liable to pay any compensation to the Client if it has been unable to fulfil its obligations, or has been unable to fulfil its obligations properly or on time, due to force majeure. If this period lasts longer than two months, the parties are obliged to enter into consultations as soon as possible regarding a reasonable solution to the situation that has arisen.


Article 10. Intellectual property


  1. The intellectual property rights to all documents such as drawings, images, technical descriptions and designs that have been created in the context of an offer, quotation or the Agreement, are vested in GOB. The Client is not permitted to reproduce, publish or provide these documents to third parties without the written permission of GOB.
  2. If an offer or quotation does not lead to an Agreement, the Client must return or destroy all documents belonging to that offer or quotation at GOB's first request.

 

Article 11. Security


  1. If, after the conclusion of the Agreement, GOB cannot reasonably trust that the Client will fully and timely fulfil its payment obligation, GOB may require security from the Client for all its existing and future obligations. As long as the security is not provided, GOB is authorised to suspend the performance of the Agreement and/or, after the Client has been given notice of default, to terminate the Agreement.
  2. All goods delivered or made available by GOB to the Client in the context of the performance of the Agreement shall remain the property of GOB until the Client has fulfilled all its obligations towards GOB, including the payment of all amounts due (to become due) during the term of that agreement as well as any default interest and/or collection costs.


Section 12. Confidentiality


  1. GOB, the Client and third parties engaged by either party in the context of the assignment are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information, including in any case the security plan, the service schedules and instructions of the Security Company regarding the Services.
  2. Client acknowledges that access to and distribution of personal information of itself or its employees, representatives or affiliated parties may be necessary in the interest of proper service provision as set out in this agreement. Client indemnifies GOB against any claims from third parties in connection therewith.

 

Article 13. Termination and suspension


  1. Without prejudice to the provisions of these general terms and conditions, an Agreement for an indefinite period may only be terminated with due observance of a notice period of six (6) months.
  2. A fixed-term Agreement cannot be terminated prematurely and only towards the end of the term, with due observance of a notice period of three (3) months. In the absence of timely termination, the Agreement will be continued again for the same period and under the same conditions, until it is legally terminated. Notwithstanding the foregoing, for a Client acting as a consumer, the Agreement will automatically end after the end of the term of the Agreement. If the Agreement is then tacitly continued, it will apply for an indefinite period and can be terminated at any time in writing by registered mail, with due observance of a notice period of six (6) months.
  3. GOB is authorized, among other things, to suspend the performance of the Agreement or to swear in or terminate the Agreement with immediate effect free of charge, all without prejudice to GOB's right to claim damages, if:
  4. the Client has been declared bankrupt or has filed an application for bankruptcy, the Client has been granted a (provisional) suspension of payments or has been admitted to debt restructuring under the Natural Persons Debt Restructuring Act;
  5. the Client fails to fulfil the obligations under the Agreement, fails to fulfil them on time or fails to fulfil them in full;
  6. after the conclusion of the Agreement, the Security Company becomes aware of circumstances that give good reason to fear that i) the Client will not fulfil its obligations, or ii) GOB will not be able to perform the Agreement as a good contractor;
  7. after the conclusion of the Agreement there is such a change in circumstances that GOB no longer wishes or can perform the Agreement, or no longer under the same conditions;
  8. GOB has requested the Client to provide security for compliance when concluding the Agreement and this security is not provided or is insufficient;
  9. GOB's insurance coverage in respect of the Agreement or Services lapses or is substantially changed for any reason;
  10. there is a change in legislation and regulations with significant consequences for GOB's obligations under the Agreement.
  11. Upon termination of the Agreement, all claims of GOB on the Client shall become immediately due and payable, the Client shall be obliged to immediately return all items not yet paid for and GOB shall have the right and shall hereby be irrevocably authorised by the Client to gain access to the Client's premises and buildings, with or without the use of the Means of Access, to enter them and to take possession of the items concerned.
  12. The Client is only authorised to terminate the Agreement in the event of an attributable shortcoming by GOB that justifies termination and GOB is in default after prior notice of default by the Client.
  13. If circumstances arise with regard to persons and/or materials that GOB uses or is accustomed to use in the performance of the Agreement, or the circumstances with regard to the persons or objects to which GOB's activities relate which are of such a nature that the performance of the Agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the obligation under the Agreement can no longer reasonably be required, GOB is authorised to terminate the Agreement with immediate effect.


Article 14. Applicable law and disputes


  1. The Agreement between GOB and the Client, including its formation and execution and any related disputes, shall be governed exclusively by Dutch law.
  2. All disputes between GOB and the Client will be submitted exclusively to the Dutch court in the district where GOB is established, or – if the Client is a Consumer – the district where the Client is established.


SPECIAL SERVICES


Article 15. Alarm center


  1. The alarm center service is a service whereby the designated alarm center receives and processes notifications from specific security equipment and then warns the authorities and/or persons in accordance with the Agreement and/or written instructions from the Client.
  2. GOB will adhere to the order specified in writing by the Client as much as possible, but is not bound by it. GOB is not responsible for the accessibility, actions, omissions or other (adequate) intervention by the warned persons and/or (government) agencies.
  3. If the notification gives reason to do so, at the discretion of GOB, GOB is entitled to investigate the situation on site at the expense of the Client, only if and to the extent that this is part of the Services.
  4. GOB has the right to store data from Client in a digital database. At the written request of Client, GOB will send an up-to-date overview of the data registered in the database.
  5. If the signals registered by the alarm centre deviate from the alarm system and/or from the Client, the data from the alarm centre used by GOB shall be decisive.
  6. Also to prevent unnecessary alarms to the police and/or other government agencies, GOB has the right to first verify an alarm notification with the Client. In the event of more than 5 unnecessary alarm notifications, the Security Company has the right to charge an amount of € 25.00 excluding VAT per unnecessary notification or, after written warning, to terminate the Agreement with immediate effect.
  7. The Client is responsible for installing an alarm system that is suitable for connection to the GOB alarm center, maintaining the connection, switching the alarm system on and off in a timely manner and using the alarm system in accordance with the instructions/user manual.
  8. The Client shall ensure that third parties (including its employees) are instructed who, in order to correctly execute this Agreement, must be aware of the operating instructions for the alarm system and the procedure to be followed in the event of an alarm.
  9. GOB is not responsible for the consequences of malfunctions or defects in the alarm system, alarm center and/or the connection, regardless of the cause.
  10. The Client is obliged to grant GOB access to the property in order to carry out necessary work on the alarm system.
  11. The alarm centre service only has the function of signalling and does not guarantee the Client the prevention or avoidance of causes causing damage.

 

Article 16. Alarm response and mobile surveillance service


  1. The mobile surveillance service is a service in which an employee, following an (alarm) notification or – if agreed – following his own observation or assessment of the circumstances or situation, conducts an investigation on site. The surveillance service may also consist of opening and/or closing an object and/or carrying out preventive inspection rounds if agreed.
  2. The Services shall not relate to any disputes or conflicts between the Client and third parties. GOB shall not be liable to expose itself to violence or violent circumstances.
  3. The provisions of Articles 15.2 to 15.11 of these terms and conditions apply – mutatis mutandis – accordingly to the alarm response and mobile surveillance service.
  4. GOB is not liable for delays in the performance of the Services resulting from external circumstances, such as traffic and weather conditions.
  5. If the Client is not affiliated with the alarm centre of the Security Company, but with an external alarm centre, the Security Company is never responsible or liable for the functioning of that external alarm centre and the incorrectness of the data provided by that external alarm centre. The external alarm centre is responsible for the registration and modification of the warning addresses and action patterns and ensures that contact is made with the persons specified by the Client. In the event that registration and modification is nevertheless carried out by the alarm centre of the Security Company, the provisions of articles 15.2 to 15.11 of these terms and conditions apply.
  6. An unnecessary check, regardless of the cause, will be considered an alarm response and will be charged to the Client. If a GOB security guard has to come to an object at the request of the Client, while there is no alarm notification, the Client may also be charged for an alarm response.
  7. GOB's inspections or visits to an object may be part of a round that also includes inspections of objects of other clients, in order to limit the costs of security to a reasonable level. GOB may be required to urgently examine another object or provide assistance, which may occasionally delay, interrupt or skip the inspection of the object of the Client. GOB is not liable for any damage to the Client resulting from such an impediment.
  8. GOB is not liable for delays in openings and closings of the property resulting from unforeseen circumstances, such as unusual traffic and weather conditions.


Article 17. Object security


  1. Object security is a service whereby GOB undertakes to secure an agreed object in accordance with the Agreement and/or written instructions from the Client.
  2. The provisions of Articles 15.2 to 15.11 and 16.4 to 16.8 of these terms and conditions apply – mutatis mutandis – accordingly to object security.
  3. GOB will make the necessary employees available in accordance with a schedule agreed with the Client. Additional hours will be charged separately to the Client. For a short service (less than three hours), at least three hours will be charged.
  4. If GOB delivers fewer hours than provided for in the schedule at the request of the Client, this will not lead to a reduction in the price.
  5. GOB will comply with the regulations and/or house rules applicable to the property, insofar as the tasks to be performed by the Security Company allow this.


Article 20. Other services


  1. If GOB is engaged to provide other security services, GOB can only be held liable for compliance with the services agreed in writing or written instructions given by the Client and accepted by GOB.
  2. Unless otherwise agreed, the Client shall owe a reasonable fee for the other services for the entire duration of the services provided (based on hours worked) and expenses incurred by GOB. If work is performed outside the usual office hours or working days, or in the event of overtime, the surcharges applicable at GOB shall be applied.
  3. GOB invoices in principle on the basis of completed time sheets. GOB is entitled but not obliged to request the Client to sign the time sheets for approval. If the Client refuses to do so, GOB has the right to determine the number of hours worked by the employees itself in accordance with the statement of the employees or, in the absence of such a statement, to determine it on the basis of the agreed duration or, at GOB's discretion, to estimate it reasonably.
  4. The Client must guarantee that the objectivity and/or integrity of GOB will be guaranteed; failing this, GOB is entitled to immediately terminate or dissolve the Agreement without notice of default.
  5. If agreed, GOB will report to the Client on the results of the Services at the end of the assignment.


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