Cybersecurity of Excellence

Terms and Conditions

CYBERSECURITY CENTER OF EXCELLENCE CCOE N.V., (hereinafter referred to as: “CCOE”) is a limited liability company incorporated under the laws of Aruba and listed in the Trade Register of the Chamber of Commerce and Industry of Aruba under the number H55564.0.  

These general terms and conditions apply to all services that have been requested by the customer, hereinafter referred to as: the “Customer(s)”, to be provided by CCOE, by the director(s) of CCOE, by the employees of CCOE or otherwise by (a) legal entity/entities employed with CCOE. CCOE may amend these general terms and conditions at any time and without prior notice to that effect. The amended terms and conditions will apply to all subsequent, amended, or additional requested services and/or to any legal relationship that arises as a result thereof or in connection therewith. In addition, the services of CCOE are subject to industry standards.  

These General Terms and Conditions will form the contractual framework for the performance of Services by CCOE, which will be delivered under a separate Offer and shall form an integral part thereof (all Offers and the General Terms and Conditions between the Parties are jointly referred to as the “Agreement”).  

Scope of Work (SoW)  

CCOE shall perform the Services in accordance with the Agreement and good industry practice. CCOE is not obliged to follow the Customer’s instructions in the performance of the Services, if these instructions change or add to the content and scope of the agreed Services, if such instructions are followed, however, payment shall be made for the work concerned in accordance with CCoE’s usual rates or as determined between the Parties in writing. If, at the request or prior consent of the Customer, CCOE has performed Services or supplied Products outside the scope of the agreed SoW (“Additional Work”), the Customer shall pay for this Additional Work in accordance with the agreed rates or, if no rates have been agreed between the Parties, in accordance with CCOE’s usual rates. CCOE is not obliged to honor such a request and may require that a separate Offer be concluded in writing for the purpose. Insofar as a fixed price has been agreed for a particular provision of Services or Products, CCOE shall on request inform the Customer in writing about the financial consequences of the Additional Work. Replacement cost of end-of-life hardware is not included. 

Liability limitations  

Your organization will always remain accountable and responsible for its information security. CCOE nor its consultant(s) will ever be liable to any user, organization, person, patient or legal entity for any loss or any damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise. Your organization agrees to indemnify, defend, and hold harmless the other party from and against any loss, cost, or damage of any kind (including reasonable outside attorneys’ fees) to the extent arising out of its breach of this Agreement, and/or its negligence or willful misconduct. CCOE nor its consultant(s) will ever be liable for any loss or damage caused by a virus, hacker, distributed denial of-service attack, errors, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our services or to your downloading of any of our tools or third-party content. 

Confidentiality  

All communications with regards to both parties on information security matters are to remain confidential unless agreed by both parties that items can be disclosed, additional mutual NDA document can follow after this Agreement. CCOE will respect your organization and its customers’ confidentiality with maximum reasonable effort as described by applicable ISO/IEC:27002 controls.

Limitation of Liability and remedies  

UNDER NO CIRCUMSTANCES SHALL CCOE BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OR LOSS RESULTING FROM BUSINESS DISRUPTION DUE TO ANY REASON, EVEN IF CCOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

RISK OF DATA LOSS, BUSINESS INTERRUPTION OR LOSS REMAINS WITH CUSTOMER. THE MAXIMUM DAMAGES DUE ARE LIMITED TO THE FEE PAID FOR SERVICES IN THE PREVIOUS 3 MONTHS. THE STATED WARRANTIES AND THE COMMITMENTS SET FORTH HEREIN ARE IN LIEU OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF DOMAIN CCOE FOR DAMAGES OR OTHER RELIEF, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT IN ANY WAY ARISE OUT OF OR IN CONNECTION WITH THE USE AND/OR THE PERFORMANCE OF ANY SOFTWARE, HARDWARE OR SERVICE. 

Termination

The term of the Agreement and provisions regarding termination are set forth in the respective offer. Unless otherwise specified in an offer, either Party shall be entitled to immediately terminate the Agreement if:  

the other Party commits a material breach of the Agreement and in the case of suspected breach made by CCOE, CCOE does not remedy such breach within thirty (30) days of receiving a written notice thereof from the other Party; or  
the other Party is granted a moratorium through a court, whether or not provisional; or  
a petition for bankruptcy is filed for the other Party;  
the other Party’s legal entity is liquidated or dissolved other than for restructuring or a merger of companies.

CCOE may terminate the Agreement with immediate effect if the Customer fails to pay any amount due under the Agreement within seven (7) days from the date of written notification from CCOE that the amount due has not been paid on the due date for payment.  

Notice of termination shall always be made in writing and shall be sent by courier to the other Party or by registered mail with acknowledgement of receipt to the address set out in the respective Offer. The reason for termination shall be clearly stated in said notice. 

Licenses are renewed for minimum periods of 1 year and are not refundable.

Force Majeure  

Neither Party shall be liable to the other Party for non-performance or delay in the performance of any of its obligations (or that of its Subcontractors) caused by a Force Majeure Event.  

Upon the occurrence of a Force Majeure Event, the affected Party shall immediately notify, in writing, the other Party and provide as much detail as possible of the circumstances surrounding the Force Majeure Event including likely duration and what steps the Party is taking to remedy any non-performance or delay. If the Force Majeure Event continues or is expected to continue for more than one (1) month, either Party shall have the right to terminate the affected agreement on written notice to the other Party without limiting its other rights or remedies. 

Intellectual Property

Ownership

All intellectual property rights in any materials, software, or deliverables provided under these GTCs shall remain the exclusive property of CCOE or its licensors. No ownership or title to any intellectual property is transferred to the customer.

License

Subject to full payment of all applicable fees, the customer receives a non-exclusive, non-transferable license to use the deliverables for internal business purposes only, unless otherwise agreed in writing.

Governing Law and Jurisdiction  

This agreement and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, shall be governed by and construed in accordance with the laws of Aruba The Parties irrevocably agree that all disputes which may arise out of or in connection with this agreement and the documents to be entered into pursuant to it, including disputes concerning the existence and validity thereof, shall be finally and exclusively resolved by the court of First Instance of Aruba.