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When you use our products, services, or website, it’s important to understand your rights and our responsibilities. This page brings together all key legal documents — Terms of Service, Privacy Policy, Cookie Policy, and Data Protection — in one place for your convenience.
If you have any questions or need clarification, please reach out to us at legal@hikarics.com.
1.1 In these General Terms and Conditions (these "Terms"), the following capitalized terms are used, both in singular and plural. These terms are defined as follows:
Annex: Appendix to these Terms containing specific provisions regarding the Service to be delivered;
HCS: operating under the name Hikari CS BV, and its group companies that have declared these Terms applicable;
Service: The services to be delivered by HCS to the Client pursuant to the Agreement, including, where applicable, results of services;
IP Rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighboring rights, as well as rights to know-how and single-line performances;
Agreement: The agreement between HCS and the Client regarding the delivery of the Service;
Parties: HCS and the Client;
Personal Data: Any data relating to an identified or identifiable natural person, as referred to in Article 1(a) of the Personal Data Protection Act;
Terms: These general terms and conditions of HCS including all applicable Annexes.
2.1 These Terms apply to and form an inseparable part of all offers and quotations of HCS, Agreements and all other related legal relationships between HCS and the Client, or their successor in title. The specific Annexes as agreed between HCS and the Client also apply. If this general section of these Terms conflicts or is incompatible with the provisions in the Annex agreed between HCS and the Client, the provisions in the relevant Annex(es) shall prevail.
2.2 Where these Terms state that an action must be performed in writing, this also includes communication by email. Electronic communication between the Parties shall be deemed received on the day of sending, unless the contrary is proven.
2.3 Deviations from these Terms are only valid if expressly agreed in writing by both HCS and the Client, and apply only to the specific Agreement for which they were agreed.
2.4 Purchase or other terms and conditions used by the Client do not apply to any legal relationship between the Parties.
2.5 Once these Terms have been applicable to a legal relationship between HCS and the Client, the Client is deemed to have agreed in advance to their applicability to any subsequent legal relationships.
2.6 If and to the extent that any provision of these Terms is declared null and void or is annulled, the remaining provisions of these Terms shall remain in full force. In that case, the Parties shall consult to establish a new provision to replace the null and void/annulled provision, taking into account as much as possible the intent of the original provision.
2.7 In the event of conflict between provisions in an Agreement and these Terms, the provisions in the Agreement shall prevail. In the event of conflict between these Terms and a specific Annex, the provisions in the specific Annex(es) shall prevail.
2.8 HCS is entitled to amend these Terms. The Client will be notified of this in writing.
2.9 The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is hereby excluded.
3.1 Quotations and other offers by HCS are non-binding and must be regarded as an invitation to enter into an Agreement, unless HCS has expressly stated otherwise in writing.
3.2 Offers and quotations expire after four (4) weeks from the date of issue, unless expressly stated otherwise in writing.
3.3 The Client warrants the accuracy and completeness of the data provided by or on behalf of the Client to HCS on which HCS bases its offer. If such data proves to be inaccurate or incomplete, HCS has the right to amend the offer.
3.4 An Agreement is established upon written confirmation by the Client of an unchanged valid quotation and/or offer from HCS.
3.5 Orders placed by the Client are irrevocable.
3.6 HCS is at all times entitled to terminate negotiations without giving reasons and without being liable for any damage thereby caused or being obliged to compensate for costs incurred during negotiations.
4.1 HCS shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the state of knowledge and technology known at that time. HCS's obligations under the Agreement are best-efforts obligations. Any service level arrangements will always be separately recorded in writing in a Service Level Agreement.
4.2 The Parties shall specify in the Agreement the delivery terms and dates, as well as the place and manner in which the Services are delivered and/or completed. The lead time of an assignment depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. The stated delivery terms therefore do not apply as strict deadlines. In the event of an (imminent) breach of a (delivery) term, the Parties shall consult as soon as possible in order to take appropriate measures. Exceeding agreed delivery times, regardless of the cause, does not give rise to any right to compensation, unless expressly agreed otherwise in writing.
4.3 If phased performance of the Agreement has been agreed, HCS is entitled to defer the commencement of Services belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
4.4 HCS is not obliged to follow instructions that alter or supplement the content or scope of the agreed Services; if such instructions are followed, the relevant work will be remunerated in accordance with HCS's standard rates and HCS will notify the Client accordingly.
4.5 HCS is entitled to have the Agreement performed in whole or in part by third parties, or to engage third parties in the performance of the Agreement.
5.1 All prices are exclusive of VAT and other levies imposed by government authorities. Prices are based on performance during normal working hours.
5.2 Work not mentioned in the quotation falls outside the scope of the Agreement and may have a price-increasing effect.
5.3 Unless expressly agreed otherwise in writing, price indications, estimates, budgets and/or preliminary calculations by HCS are indicative only and no rights or expectations can be derived from them. Only when the Parties have agreed to this is HCS obliged to inform the Client when a preliminary calculation or estimate is exceeded.
5.4 All prices displayed by HCS in writing or electronically are subject to programming and typographical errors. HCS is not bound by such errors.
5.5 The Parties shall record in the Agreement the date or dates on which HCS will invoice the Client for Services. Invoices shall be paid by the Client in accordance with the payment terms stated on the invoice. In the absence of a specific arrangement, the Client shall pay within fourteen (14) days of the invoice date. All payments shall be made without any deduction, suspension or set-off.
5.6 Payments made by the Client shall first be applied to settle all interest and costs due, and then to the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
5.7 If the Client fails to pay the amounts due on time, the Client shall be in default without any notice of default being required, and shall owe statutory commercial interest on the outstanding amount. If the Client continues to fail to pay after a reminder, HCS may hand over the claim to a third party for collection, in which case the Client shall be liable, in addition to the total amount then owed, for all judicial and extrajudicial costs, including costs for external experts.
5.8 HCS has the right to retain Services still in its possession until the Client has fulfilled its payment obligations, regardless of whether the payment arrears relate to the Services still held by HCS.
5.9 HCS is entitled to increase and/or index the prices for its Services annually during the term of an Agreement, with effect from 1 January, in accordance with the price index figure of the previous calendar year as published by Statistics Netherlands (Consumer Price Index "All households"), increased by a maximum of twenty-five percent (25%). HCS is entitled to implement the price increase at a later date if it deems this desirable from an administrative perspective.
5.10 Objections or complaints about issued invoices, notes and declarations must be communicated to HCS in writing within fourteen (14) days of receipt of the relevant invoice, note or declaration, failing which they shall be deemed accepted. Such complaints do not suspend the obligation to pay.
5.11 HCS is entitled to invoice the Client on an interim basis and/or on the basis of advance payments, to offset amounts, or to demand security for performance by the Client.
5.12 The Client agrees to electronic invoicing by HCS.
5.13 If the Client's financial position changes during the performance of the Agreement, HCS has the right to wholly or partially discontinue further performance of the Agreement or to amend the payment terms.
6.1 The Client accepts that the timeline of the Agreement may be affected if the scope of the Agreement is expanded and/or amended during its execution. If an interim amendment affects the agreed fee, HCS will notify the Client as soon as possible.
6.2 If, due to an amendment to the Agreement resulting from additional requests or wishes of the Client, HCS must perform additional work, such work will be charged to the Client on a post-calculation basis at the then-current standard rates, unless expressly agreed otherwise in writing.
7.1 The Client shall ensure that all data and/or information that HCS indicates is necessary, or that the Client should reasonably understand to be necessary for the performance of the Agreement — including information regarding laws and regulations specific to the Client's industry that HCS must observe — is provided to HCS in a timely manner, and shall provide all cooperation requested by HCS. HCS's quotations and offers, as well as the subsequently concluded Agreement, are based on the information provided by the Client. HCS is not liable for damage arising from its reliance on incorrect and/or incomplete data and information provided by the Client.
7.2 If data required for the performance of the Agreement is not provided to HCS in a timely manner, HCS has the right to suspend performance of the Agreement and/or to charge the Client for any additional costs resulting from the delay at the then-applicable standard rates.
7.3 To the extent that usernames and/or passwords are provided by HCS in the context of the Agreement, the Client is responsible for these usernames and/or passwords and fully liable for any misuse of the usernames and passwords, unless such misuse is the result of intent or gross negligence on the part of HCS.
7.4 To the extent that usernames and/or passwords are provided by HCS in the context of the Agreement, the Client is prohibited from providing these usernames and/or passwords to third parties without HCS's consent.
8.1 An Agreement commences on the date described in Article 3 for the period agreed in writing between the Parties, and terminates by operation of law on the date agreed between the Parties or at the moment the provision of Services has been completed.
8.2 Unless expressly agreed otherwise in writing, the Parties may terminate the Agreement early in writing with one (1) month's notice. If the Client terminates the Agreement early, HCS is entitled to charge cancellation fees.
8.3 HCS is entitled to terminate the Agreement, in whole or in part, with immediate effect and without judicial intervention and without being liable for any form of compensation, in the event of the Client's bankruptcy or suspension of payments, as well as in the event of cessation or liquidation of the Client's business other than for the purpose of restructuring or merger, or if the decisive control over the Client's business changes.
8.4 Termination of the Agreement on the grounds of an attributable failure is only permitted after a written notice of default that is as detailed as possible, setting a reasonable period for remediation, unless otherwise provided in these Terms or prescribed by law.
8.5 In the event of termination of the Agreement, no reversal shall take place of what HCS has already delivered and/or performed and the associated payment obligation, unless the Client proves that HCS is in default with respect to the essential part of those services. Amounts invoiced by HCS prior to the date of termination in connection with what HCS has already properly performed or delivered in execution of the Agreement shall remain due without prejudice to the provisions of the previous sentence and shall become immediately payable upon termination.
8.6 In the event of termination of the Agreement, all rights granted to the Client shall lapse. The Client is no longer entitled to use the Service.
8.7 Provisions that by their nature are intended to remain in force after the end of the Agreement shall continue in full force after termination of the Agreement.
9.1 Unless expressly provided otherwise in the Agreement, all IP Rights in all Services provided in the context of the Agreement, as well as all other materials or information made available by HCS, vest exclusively in HCS and/or its licensors.
9.2 Nothing in these Terms and/or the Agreement implies a transfer of IP Rights. The Client obtains only a non-exclusive and non-transferable right of use in the Services for the purposes set out in the Agreement and under the conditions specified in the Agreement. Unless expressly stated otherwise in writing, the granted right of use applies only to the Netherlands.
9.3 The Client is not permitted to remove and/or alter any indication of IP Rights from the results of Services.
9.4 HCS expressly does not waive its moral rights as referred to in Article 25 of the Dutch Copyright Act.
9.5 HCS is permitted to use the Services and materials used in the performance of the Agreement — such as designs, drawings, films, software, (electronic) files, reports, formats and interviews — for its own promotional and/or publicity purposes, unless expressly stated otherwise in the Agreement.
9.6 HCS reserves the right to apply technical protection measures to the Services. The Client is not permitted to circumvent these technical protection measures or to offer means for that purpose.
10.1 If, in the context of performing the Services, HCS must process Personal Data of the Client's customers, HCS may be regarded as a "processor" within the meaning of the Personal Data Protection Act and the Client as the "controller."
10.2 The Client warrants to HCS that the data is not unlawful and does not infringe the rights of third parties. The Client indemnifies HCS against any (legal) claims by third parties, including supervisory authorities and data subjects, on whatever grounds, in connection with the processing of this data in the context of the Agreement.
10.3 The Client has obligations toward third parties under legislation governing the processing of Personal Data (such as the Personal Data Protection Act), such as the obligation to provide information, as well as to grant access to, correct and delete Personal Data of data subjects. The responsibility for fulfilling these obligations rests fully and exclusively with the Client. HCS will, where technically possible, cooperate with the obligations to be fulfilled by the Client, including forwarding requests from third parties in the context of the Client's obligations. The costs associated with this cooperation are entirely at the Client's expense.
10.4 HCS shall take, maintain and where necessary adapt appropriate technical and organizational measures to secure the Personal Data processed on behalf of the Client in order to prevent unlawful processing. HCS will not process the Personal Data obtained from the Client for its own purposes.
10.5 The Client shall discuss with HCS the appropriate technical and organizational measures to be taken to secure Personal Data against loss or any other form of unlawful processing.
10.6 The Client acknowledges being fully aware of the technical and organizational measures to be implemented by HCS and hereby declares that these measures, taking into account the state of the art and the costs of implementation, guarantee an appropriate level of security in light of the risks involved in the processing and the nature of the data to be protected.
10.7 If, despite HCS having implemented the agreed appropriate measures, a security incident occurs involving (i) destruction, (ii) loss, (iii) falsification, (iv) unauthorized disclosure and/or access to, or (v) any other form of unlawful processing of Personal Data, the Client may not hold HCS liable for any damage suffered by the Client as a result.
10.8 If the Client expressly requests measures that, in HCS's judgment, cannot be considered appropriate technical and organizational measures, such implementation takes place entirely at the Client's expense and risk, and HCS accepts no liability for any damage suffered by the Client or third parties.
10.9 The Client fully indemnifies HCS against all claims by third parties — including but not limited to fines imposed by supervisory authorities — that are in any way based on the assertion that the technical and organizational measures taken by HCS as referred to in Article 10.8 are not appropriate and/or otherwise insufficient.
11.1 The Parties shall treat all information they obtain from each other, in whatever form — written, oral, electronic or tangible — including but not limited to software, (source) codes, programs, applications, customer data, know-how, technical specifications, documentation ("Confidential Information") as strictly confidential and shall keep it secret during the term of the Agreement and for five (5) years after its end.
11.2 The Parties shall use the Confidential Information only for the purposes for which it was provided and shall apply at least the same duty of care and safeguards as apply to their own internal confidential information. The Parties shall only disclose the Confidential Information to employees and employees of affiliated companies and subcontractors to the extent necessary in the context of the (performance of the) Agreement. Corresponding confidentiality obligations must be imposed on such employees and subcontractors.
11.3 The confidentiality obligations regarding the Confidential Information do not apply to the extent that the receiving Party can demonstrate that the relevant information:(i) was already known to it at the time of receipt;(ii) was already publicly known at the time of receipt;(iii) has become publicly known after receipt without this being attributable to the receiving Party;(iv) was lawfully received from third parties together with the right to disclose it without any confidentiality obligation;(v) must be disclosed pursuant to law or regulation or a court order, provided that the disclosing Party has notified the other Party of such mandatory disclosure;(vi) has been made public with the consent of the disclosing Party.
11.4 During the term of the Agreement and for one (1) year after its end, neither Party shall employ or otherwise engage, directly or indirectly, employees of the other Party who were involved in the performance of the Agreement, without the prior consent of the other Party.
12.1 Except in cases of intent or deliberate recklessness by HCS, HCS's total liability for an attributable failure to perform the Agreement, tort or any other basis — expressly including any failure to fulfill a warranty obligation agreed with the Client — is limited to compensation for direct damage suffered by the Client up to the maximum amount paid out by HCS's insurer. If, for whatever reason, no payment is made under said insurance, any liability of HCS is limited to compensation for direct damage up to a maximum of 50% of the price agreed for that Agreement (excluding VAT). If the Agreement is a continuing agreement with a term of more than one year, the price agreed for the Agreement shall be set at 50% of the total fees agreed for one year (excluding VAT and excluding media costs). In no event shall HCS's total liability for direct damage, on whatever basis, exceed €50,000 (fifty thousand euros). A series of related failures shall be regarded as a single failure.
12.2 HCS's liability for damage resulting from death, personal injury or material damage to property shall in total never exceed €1,000,000 (one million euros).
12.3 HCS's liability for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the Client's customers, damage related to the use of items, materials or third-party software prescribed by the Client to HCS, or the engagement of third parties prescribed by the Client to HCS, is excluded. Also excluded is HCS's liability for corruption, destruction or loss of data or documents.
12.4 HCS is not liable for damage covered by any insurance taken out by the Client.
12.5 The exclusions and limitations of HCS's liability as described in the preceding paragraphs of this Article 12 leave entirely intact the other exclusions and limitations of HCS's liability under this general section of these Terms and the Annex.
12.6 Unless performance by HCS is permanently impossible, HCS's liability for an attributable failure to perform an Agreement only arises after the Client has given HCS prompt written notice of default, setting a reasonable period for remediation, and HCS continues to be in attributable default after that period. The notice of default must contain a description of the failure that is as complete and detailed as possible, so that HCS has the opportunity to respond adequately.
12.7 Any right to compensation always requires that the Client notifies HCS of the damage in writing as soon as possible, but in any event within thirty (30) days of its occurrence. If HCS is not notified within the aforementioned period, HCS shall be released from any liability in connection with such damage. Any claim for compensation against HCS shall lapse upon the mere expiry of twelve (12) months after the claim arose.
12.8 The Client's use of the Services is entirely at the Client's own risk and responsibility. HCS accepts no liability for the Client's use of the Services. The Client indemnifies HCS against claims by third parties in connection with the performance of the Agreement and/or arising from the Client's use of the Services.
12.9 The Client fully indemnifies HCS against any form of liability if the Client chooses to deploy AI services, computer-generated automations or similar software that HCS may offer to deliver or supplement the Services. The Client acknowledges that the nature of such software does not guarantee accurate delivery of the Services.
12.10 The Client indemnifies HCS against all claims by third parties based on product liability arising from a defect in a product or system delivered by the Client to third parties that partly consisted of equipment, software or other materials supplied by HCS, unless and to the extent that the Client proves that the damage was caused by that equipment, software or other materials.
12.11 The provisions of this Article and all other limitations and exclusions of liability mentioned in these Terms also apply for the benefit of all (legal) persons engaged by HCS in the performance of the Agreement.
13.1 In the event of force majeure, there is no attributable failure to perform the Agreement by the Parties.
13.2 Force majeure includes, among other things, interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failures of HCS's suppliers, failures of third parties engaged by the Parties, disruptions in internet connectivity, disruptions in equipment and/or (telecommunications) networks, and other unforeseen circumstances.
13.3 If the force majeure continues for at least thirty (30) days, the Parties are entitled to dissolve the Agreement without being obliged to pay any compensation, reversal or indemnification in connection with such dissolution.
13.4 If HCS is still able to perform in part, or has performed in part, during the period of force majeure, it is entitled to perform and invoice such partial performance separately, as if it were a separate Agreement.
14.1 The rights and obligations under the Agreement may be (sub)licensed and/or transferred by HCS to third parties. The Client is not authorized to do so.
15.1 If a dispute between the Parties cannot be resolved amicably, it shall, before being submitted to a court, be referred to authorized representatives of the Parties to explore the possibilities of a settlement.
16.1 These Terms, the Agreement and Annexes are governed exclusively by Dutch law.
16.2 The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
16.3 Disputes arising between HCS and the Client in the context of or in connection with these Terms, the Annexes and/or the Agreement shall be submitted exclusively to the competent court in the district of Amsterdam.
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