Terms and Conditions

1.1 These terms and conditions apply to all offers, quotations, agreements and services of ZETA IT Security B.V., hereinafter referred to as: "ZETA".

1.2 Deviations from these terms are only valid if they have been expressly agreed in writing.

1.3 The applicability of any general terms and conditions of the customer is expressly rejected.

1.4 If one or more provisions in these terms and conditions are null and void or are annulled, the remaining provisions of these terms and conditions remain fully applicable.

2.1 ZETA will use its best efforts to perform the services with due care, in accordance with the arrangements and procedures agreed with the customer in writing.

2.2 All ZETA services are performed on the basis of a best-efforts obligation, unless and to the extent that a specific result has been expressly promised in the written agreement.

2.3 ZETA is entitled to make changes to the content or scope of the services. If such changes result in a change to the procedures applicable at the customer, ZETA will inform the customer thereof in good time.

2.4 ZETA may continue to perform the services using a new or modified version of the software or infrastructure. ZETA is not obliged to maintain, modify or add specific properties or functionalities of the service or software for the customer.

3.1 The agreement is entered into for the term agreed between the parties, failing which a term of one year applies.

3.2 The term of the agreement is tacitly renewed each time for the duration of the original period, unless the customer or ZETA terminates the agreement in writing observing a notice period of three months before the end of the relevant period.

3.3 Either party is entitled to dissolve the agreement if the other party attributably fails to perform material obligations under the agreement, after the other party has been given written notice of default setting a reasonable period to remedy the breach.

3.4 ZETA is entitled to dissolve the agreement in whole or in part with immediate effect and without notice of default if the customer is granted suspension of payments, if the customer's bankruptcy is filed for, or if the customer's business is liquidated or terminated.

4.1 All prices are exclusive of value added tax (VAT) and other levies imposed by the government.

4.2 Unless otherwise agreed, invoices must be paid within 14 days of the invoice date.

4.3 If the customer fails to pay the amounts due within the agreed period, the customer owes statutory commercial interest on the outstanding amount, without any reminder or notice of default being required. If, after a reminder or notice of default, the customer remains in default of paying the claim, ZETA may refer the claim for collection, in which case the customer is, in addition to the total amount then due, also liable for all judicial and extrajudicial costs.

4.4 ZETA is entitled to adjust prices and rates annually. ZETA will inform the customer thereof in writing no later than one month before the change takes effect. If the customer does not agree to the price change, the customer has the right to terminate the agreement in writing as at the date on which the change would take effect.

5.1 ZETA's total liability for an attributable failure to perform the agreement is limited to compensation for direct damage up to a maximum of the price stipulated for that agreement (excl. VAT). If the agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for the agreement is set at the total of the fees (excl. VAT) stipulated for one year.

5.2 Direct damage is understood to mean exclusively:

5.3 ZETA's liability for indirect damage, consequential damage, lost profits, missed savings, diminished goodwill, damage due to business interruption, damage resulting from claims by the customer's customers, corruption or loss of data, damage related to the use of goods, materials or third-party software prescribed by the customer to ZETA, damage related to the engagement of suppliers prescribed by the customer to ZETA, and all other forms of damage than those referred to in article 5.2, on whatever ground, is excluded.

5.4 The limitations referred to in the preceding paragraphs of this article lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of ZETA or its executive management.

6.1 ZETA processes personal data in accordance with the General Data Protection Regulation (GDPR) and ZETA's privacy policy.

6.2 Insofar as personal data is processed in the context of carrying out the work, such personal data will be processed properly and carefully and in accordance with the GDPR and other applicable legislation regarding the processing of personal data.

6.3 Technical and organisational measures will be taken to protect the personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.

6.4 Where ZETA acts as a processor for the customer, the parties will conclude a data processing agreement setting out further arrangements regarding the processing of personal data.

7.1 All intellectual 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 material thereof, rest exclusively with ZETA, its licensors or its suppliers. The customer obtains solely the usage rights expressly granted under these terms and by law. Any other or more extensive right of the customer is excluded.

7.2 The customer is not permitted to remove or modify any indication concerning the confidential nature, or concerning copyrights, trademarks, trade names or other intellectual property rights, from the software, websites, data files, equipment or materials.

7.3 ZETA is permitted to apply technical measures to protect the software, equipment, data files, websites and the like in connection with an agreed limitation on the content or duration of the right to use these objects. The customer is not permitted to remove or circumvent (or have removed or circumvented) such a technical measure.

8.1 Neither party is obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure also includes: (i) force majeure of ZETA's suppliers, (ii) the improper fulfilment of obligations by suppliers prescribed by the customer to ZETA, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, computer network or telecommunications facilities, (vii) war, (viii) occupation, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more staff members.

8.2 If a force majeure situation lasts longer than ninety days, each party has the right to dissolve the agreement in writing. What has already been performed under the agreement will in that case be settled proportionately, without the parties otherwise owing each other anything.

9.1 The agreements between ZETA and the customer are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is excluded.

9.2 Disputes that may arise between ZETA and the customer in connection with an agreement concluded between the parties, or in connection with further agreements resulting therefrom, will be settled by arbitration in accordance with the Arbitration Rules of the Stichting Disputesoplossing Automatisering (Dutch Foundation for the Settlement of Automation Disputes), having its registered office in The Hague, all without prejudice to the right of each party to request relief in arbitral summary proceedings and without prejudice to the right of each party to take precautionary legal measures.

9.3 Before initiating arbitration proceedings as referred to in article 9.2, the most diligent party will commence an ICT mediation procedure in accordance with the ICT mediation rules of the Stichting Disputesoplossing Automatisering in The Hague. An ICT mediation procedure under these rules is aimed at mediation by one or more mediators. The other party undertakes to participate actively in an initiated ICT mediation, which legally enforceable obligation includes in any event attending at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each party is free to terminate the ICT mediation procedure at any time after a first joint meeting of mediators and parties. The provisions of this paragraph do not preclude a party that deems it necessary from requesting relief in (arbitral) summary proceedings or taking precautionary legal measures.

10.1 ZETA reserves the right to amend or supplement these terms.

10.2 Amendments also apply to agreements already concluded, observing a period of 30 days after publication of the amendment on ZETA's website or by electronic notification. Amendments of minor importance may be implemented at any time.

10.3 If the customer does not wish to accept an amendment to these terms, the customer may, until the date on which the new terms take effect, dissolve the agreement as at that date, or as at the date of receipt of the termination if this is after the effective date of the amendment.

These terms and conditions were last updated on 21 June 2025.

If you have questions about our terms and conditions, you can contact us via legal@zeta.nl or by phone at +31 88 8040 777.