Terms and conditions

1. Who we are and what these terms cover

1.1 Van Croonenburg IT-Consultancy B.V., trading as VCITC and AureaDesk, established at Oude Apeldoornseweg 45 – 067, 7333 NR Apeldoorn, the Netherlands, registered with the Dutch Chamber of Commerce under number 99307596, VAT number NL868926243B01, email info@vcitc.nl, hereinafter “we”. These terms apply to every quotation, every proposal, every agreement and every delivery of our services relating to TOPdesk under the name VCITC: TOPdesk Managed Services in the packages Monitor, Managed and Fully Managed, tailored TOPdesk Functional Management, consultancy (projects, change proposals and prepaid bundles), the TOPdesk Quick Scan and training. Deviations apply only where agreed in writing. We supply exclusively to businesses and organisations, not to consumers. The client’s purchasing conditions do not apply unless we have expressly accepted them in writing.

1.2 AureaDesk is a service and a trade name of the same company. For AureaDesk, only the AureaDesk Subscription Agreement and its annexes apply: the AureaDesk Terms and Conditions, published at aureadesk.com/voorwaarden (in English: aureadesk.com/en/terms), and the AureaDesk Data Processing Agreement and the AureaDesk Service Level Agreement, which we provide with the agreement. This also applies where the AureaDesk package is included with a management package (Article 2.6). In that case, these terms and the data processing agreement for the administration apply only to our work in the client’s TOPdesk environment and not to the use of AureaDesk.

1.3 Our quotations and proposals are without obligation and valid for thirty days, unless stated otherwise; we may still revoke a quotation without delay after its acceptance. Obvious mistakes and clerical errors in a quotation, in a proposal or on the website do not bind us. An agreement is concluded when both parties sign the agreement, when the client accepts our quotation or our proposal in writing followed by our written confirmation, or when we start performance at the client’s written request. A prepaid bundle is concluded through our written confirmation of the order. Signing with an electronic signature and acceptance by email count as in writing; a signed PDF copy returned by email counts between the parties as sufficiently reliable within the meaning of Article 3:15a of the Dutch Civil Code (Burgerlijk Wetboek). Where these terms say “in writing”, this includes email.

1.4 Articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply between us and the client. These terms are provided as a PDF before or at the conclusion of the agreement and can always be consulted and saved at vcitc.nl/en/terms.

1.5 If a provision of these terms is void or is annulled, the remaining provisions remain in force and the affected provision is replaced by a valid provision that comes as close as possible to its intent. If a provision is invalid only because a limitation, a period or an amount goes too far, it applies to the extent that is legally permitted.

1.6 Our records, our time records, the electronic messages we have sent and the recording of tickets and actions in the client’s TOPdesk environment serve between the parties as full evidence of the facts recorded in them, subject to proof to the contrary to be provided by the client.

1.7 In these terms, our director means our director under the articles of association (statutair bestuurder) and every natural person who, directly or through one or more legal entities, is our director (indirect director, middellijk bestuurder), also if that person held that position only at the time of the event on which a claim is based. Where a provision concerns a factual circumstance, such as carrying out the work, access to systems, absence or inability to act (Articles 5.7, 11.1 and 13), the natural person is meant, who in doing so acts exclusively on behalf of and under the authority of Van Croonenburg IT-Consultancy B.V. Where a provision limits or excludes liability, gives an indemnity or contains a third-party clause (Articles 6.6 and 10.7), both are meant. This description makes neither of them a party to the agreement and creates no obligations and no liability for them toward the client.

2. What we deliver and order of precedence

2.1 What we deliver is set out in the agreement or the confirmed assignment and, for a management package, in the package description attached to it as an annex. In the absence of that annex, the package description on vcitc.nl (the pages on the management packages and the pricing) applies as it read on the date of our quotation or, if there is no quotation, on the date of the agreement or the confirmed assignment. We keep that version and provide it on request. Later changes on the website do not alter a current agreement.

2.2 Other statements on the website, in articles, in the quick scan, in demonstrations and in conversations are information and not a commitment or warranty, unless the agreement expressly refers to them. This also applies to descriptions of our organisation, resourcing and backup cover; who carries out the work and how we arrange absence and replacement follows exclusively from Articles 5.7 and 13 and from what the agreement says about this.

2.3 We deliver with the care of a reasonably competent and reasonably acting IT consultant. This is an obligation to use reasonable efforts (inspanningsverbintenis); we give no guarantee of result unless agreed in writing. Response times, resolution times, delivery dates and other target values are not strict deadlines (fatale termijnen; Articles 4a and 5). We advise, the client decides: decisions on processes, policy, licences, priorities and the set-up of its organisation remain with the client, also where we prepare them.

2.4 Unless otherwise agreed in writing, every service excludes: first-line support for the client’s end users (under Fully Managed we take over, through the Expertise Desk, only the first line for questions about TOPdesk itself, Article 5.3), an on-call service or availability outside the windows of Article 5, work on applications other than the agreed TOPdesk environment, technical administration and hosting of TOPdesk, licence management and contract negotiation with TOPdesk B.V. on behalf of the client (we advise on this, we do not sign on behalf of the client), and migrations and projects that exceed the monthly capacity; we carry those out as a standalone assignment (Article 4a). We leave out parts of a package that the client does not wish to use; the monthly amount does not change as a result, because a package is a whole and the rate is based on it.

2.5 We are an independent service provider and not affiliated with TOPdesk B.V.; TOPdesk is a trademark of that company. The TOPdesk environment is a service that the client itself obtains from TOPdesk B.V.; the contract, the licences, the environment, the data and the accounts are and remain the client’s. We work in that environment, do not take it over, host nothing and keep no copy of the environment; we hold working files for an import, migration, integration or analysis requested by the client only temporarily, in the manner of the data processing agreement. Our administration work is therefore not a data processing service within the meaning of Article 2(8) of Regulation (EU) 2023/2854 (Data Act); for AureaDesk, the AureaDesk documents govern switching, export and erasure.

2.6 Every management package includes the AureaDesk Pro package, exclusively for the duration of the management agreement and in the manner the agreement determines, including the notional value of the fee, the number of users and who creates and confirms the connection account. For this, the parties separately conclude the AureaDesk Subscription Agreement with its annexes (Article 1.2); those documents apply exclusively to AureaDesk and, for AureaDesk, prevail over these terms in the event of conflict; the deviations that the parties lay down for the included package in the agreement and in the addendum to the AureaDesk Subscription Agreement prevail over the AureaDesk documents. The included AureaDesk package ends with the management agreement, unless the client takes out its own paid subscription to AureaDesk before the end date at the rates on aureadesk.com. The service levels of Article 5 and the handover of Article 12 relate only to the administration; for the dashboard, only the reporting channels, working hours and response times of the AureaDesk Service Level Agreement apply. If a report about the dashboard reaches us as administrator, we pass it on to the AureaDesk service desk; the response times of Article 5 do not apply to it.

2.7 By the agreement we mean the management agreement, the agreement for tailored Functional Management, the assignment confirmation of a standalone assignment or training and our confirmation of a prepaid bundle, in each case with the annexes to it. The agreement consists of the agreement signed by both parties or the assignment confirmed by us in writing with its annexes, these terms and, where we process personal data, the data processing agreement. In the event of conflict, the following order applies, from high to low: (a) the signed agreement or the confirmed assignment with the package specification and its other annexes, with the exception of the package description of Article 2.1, which falls under (e), and of the service level agreement, which falls under (c); (b) an addendum signed by both parties, exclusively for the subject it governs; (c) the service level agreement (SLA), exclusively for availability, response times, resolution times, target values, measurement, absence and the consequences of not meeting them; (d) these terms; (e) the package description of Article 2.1. For the processing of personal data the data processing agreement always prevails. For AureaDesk, only the AureaDesk documents apply, with their own order of precedence (Articles 1.2 and 2.6). A deviation from these terms applies only if the agreement or the confirmed assignment names the article from which it deviates.

3. Term, renewal and termination

3.1 A management agreement (Monitor, Managed or Fully Managed) commences on the start date stated in the agreement and has a term of six or twelve months, at the client’s choice when entering into it. After expiry it is tacitly renewed each time for a period of the same duration, unless either party terminates in writing no later than one month before the end of the current period. Termination is possible without giving a reason. Notice of termination by the client is addressed to info@vcitc.nl, unless the agreement specifies a different address for this, and the client bears the burden of proving receipt; we confirm receipt as soon as possible, and the absence of a confirmation does not affect the validity of the notice of termination. Notice of termination by us is addressed to the email address the client has specified for notices in the agreement; the client warrants that that address works and is read.

3.2 For tailored TOPdesk Functional Management, the term and the termination are set out in the agreement. If nothing has been agreed on this, tailored Functional Management has a minimum term of three months and may thereafter be terminated by either party in writing with effect from the end of a calendar month, subject to a notice period of one month. A standalone assignment ends with the acceptance of the delivery (Article 4a.2); Article 4a.3 applies to a prepaid bundle.

3.3 Moving up to a higher package or a larger size, and adding the Evening Expertise Desk, is possible during the term with effect from the first day of a calendar month, with fourteen days’ written notice; the higher fee then takes effect and, where payment has been made in advance, is invoiced additionally on a pro rata basis. A lower package, a smaller size or ending the Evening Expertise Desk takes effect on the next renewal, provided it has been announced in writing no later than one month beforehand. A change of package does not extend or shorten the term. If usage remains structurally above or below the bundle of Article 4, we propose a different size; this paragraph applies to that change.

3.4 A period paid in advance is a payment period and not a new term. On a renewal we invoice in the same manner as in the previous period, unless the client chooses a different method of payment in writing no later than one month before the renewal. The chosen method of payment does not affect the term.

3.5 If the agreement ends before the end of the current period through termination for cause (ontbinding) on account of a failure by the client, through its bankruptcy or suspension of payments, or otherwise through a circumstance attributable to the client, the fee for the remaining months of that period remains payable. This does not affect our right to compensation for further damage. If the agreement ends before the end of the current period for a reason not attributable to the client, we refund an amount paid in advance for the remaining full calendar months, less the 5% discount enjoyed over the months that were used. We may set off a refund against everything the client still owes us at that time and pay the balance within thirty days after the day on which the agreement ends; no interest is payable over that period. In other cases we do not refund amounts paid in advance, unless the law requires us to do so.

3.6 If we discontinue a service for all our clients, for example because we cease our business, because our director or another person on whom the service depends is unable to act for a prolonged period, or because continuing it is no longer commercially justifiable, we may terminate the agreement in writing, including within the current period, with effect from the end of a calendar month and subject to a notice period of at least three months. The fee for the period after the end date is then not payable and we refund an amount paid in advance for that period in the manner of Article 3.5; the handover of Article 12.6 continues to apply. We are not obliged to pay any other fee or compensation on account of this termination.

4. Hours and capacity

4.1 Under Monitor and Managed the client buys per calendar month a bundle of hours of four times the number of hours per week of the chosen package and the chosen size, regardless of the number of working days and public holidays in that month. We schedule the hours in consultation and may move them within the month; a fixed day of the week is a scheduling arrangement (Article 13.1). The release check, the monthly report and the TOPdesk check of Article 4a.5 come out of the bundle. Hours the client has not used in a month expire; they do not roll over to a following month and cannot be exchanged for money. Hours that could not be delivered due to a cause on the client’s side (Article 6) count as used. Hours that have not been delivered due to an announced absence (Article 5.7) or another cause on our side we make up, in consultation, in the same or the following calendar month; if that does not succeed, we deduct them from the next invoice pro rata to the monthly amount. Without prejudice to Article 12, that is the client’s only claim on account of those hours. In the event of force majeure (overmacht), Article 11 applies.

4.2 Under Fully Managed the agreed number of hours per week, at least thirty-two and calculated at four weeks per month, is the total capacity for all our work in the client’s environment, including day-to-day administration, support via the Expertise Desk, release checks, changes, integrations, reporting, coaching, the TOPdesk check with the annual plan, the roadmap session and the theme sessions. Only the monthly review and the Administrator Hour are not deducted. Unused capacity expires at the end of the month and cannot be exchanged for money. What Article 4.1 provides on hours that could not be delivered due to a cause on the client’s side, on making up, or deducting pro rata, hours that have not been delivered due to a cause on our side, on the only claim on account of those hours and on force majeure, applies here as well.

4.3 We record time spent per quarter of an hour commenced, with a description of the work. From Managed upwards the client receives a monthly statement of hours with a description per entry; in the interim, and under Monitor, the records can be inspected on request. Our time records serve as evidence of the time spent, subject to proof to the contrary to be provided by the client (Article 1.6).

4.4 We give notice to the point of contact before a bundle or the capacity of a month runs out. Work beyond the bundle or the capacity is only carried out after approval by the point of contact (email suffices), at the rate for additional hours stated in the agreement; we invoice additional hours monthly in arrears on the basis of the records of Article 4.3. Without that approval we are not obliged to perform the excess, the work moves to the following month and the service levels of Article 5 do not apply to work that exceeds the bundle or the capacity of that month. If usage remains structurally above or below the bundle, we propose a different size (Article 3.3).

4.5 We work remotely. At the client’s request we come on site, for example for a kick-off, a meeting, a training or work that can only be done on site. The travel time then counts as hours spent from the bundle or the capacity, or, for a standalone assignment, as hours spent on that assignment. If the location is more than fifty kilometres from our business address, we charge travel costs for the whole journey at the amount per kilometre stated in the agreement; within fifty kilometres we do not charge travel costs. Work on site or with the client’s equipment follows its rules for security and access and changes nothing in Article 13.

4a. Standalone assignments, prepaid bundle and training

4a.1 We carry out a standalone assignment (a project or a change proposal) on the basis of a written proposal or an assignment confirmation with a description of the scope, an hour estimate and a start date. Within the described scope we do not charge more hours than estimated. The hour estimate is not a fixed price: we invoice the hours actually spent, up to at most the estimated hours for the described scope. Work outside that scope, changes at the client’s request, work that could not reasonably have been known at the start, and delay or extra work due to non-performance of Article 6, due to defects or changes in third-party software or services or due to incorrect or incomplete information from the client, is additional work. We report additional work before we carry it out, in a separate proposal with its own hour estimate, and carry it out only after written approval, at the agreed hourly rate; additional work does not appear unannounced on the invoice. Delivery dates and lead times are target dates; we are only in default (verzuim) after a written notice of default (ingebrekestelling) setting a reasonable period for performance.

4a.2 We invoice standalone assignments monthly in arrears on the basis of a specification, per quarter of an hour commenced, unless a fixed price or a payment schedule per phase has been agreed. A delivery is deemed to have been accepted if the client has not reported defects in writing, stating reasons, within ten working days after the delivery, or as soon as it puts the delivered work into use. We remedy reported defects within a reasonable period; that is the client’s only claim on account of a defect, without prejudice to Article 10.

4a.3 A prepaid bundle is a bundle of ten, twenty-five or fifty hours paid in advance, at the rate that applies at the time of the order and that is stated in our confirmation. It is invoiced on purchase, is valid for twelve months from the invoice date and is not transferable. Hours remaining after those twelve months expire and are not refunded; a prepaid bundle is not refunded, not even at the end of another agreement. We deduct the time spent per quarter of an hour commenced, with a description per entry, send a monthly statement of the balance for as long as hours have been deducted and give notice when the bundle is almost used up; topping up is possible with a new bundle with its own validity. Work via a prepaid bundle is carried out on call and subject to availability, without response or resolution times. If the work gives access to the client’s TOPdesk environment, Article 9.4 applies.

4a.4 Theme sessions, training half-days, coaching and other scheduled sessions are agreed per quotation and take place online, unless Article 4.5 has been agreed. Within Managed, theme sessions and training half-days come out of the hours of the package as needed; under Fully Managed the Administrator Hour and the coaching for administrators and key users are included in the manner of Article 4.2. If the client reschedules or cancels a scheduled session later than five working days before the session, the full fee is payable; on rescheduling or cancellation between ten and five working days before the session, half. Preparation costs already incurred are charged in both cases. For sessions that come out of the hours of a package, the reserved hours then count as used. A session the client does not schedule in time lapses for that period and is not made up or compensated.

4a.5 These terms apply to the quick scan from our confirmation of the appointment. The TOPdesk Quick Scan is free of charge and without obligation, also without a package, and is offered once per organisation. It consists of an online session of approximately sixty minutes via screen sharing, in which the client itself operates the environment and we obtain no access of our own to the environment, followed by brief written feedback with improvement points. The feedback is a snapshot based on what we have seen in that session and not advice on which the client may rely without its own assessment. What we see during the quick scan and what the feedback contains, we treat confidentially and use only for that feedback; we retain the feedback for twelve months after the session and erase it thereafter, unless an agreement follows. Article 10 applies to our liability for the quick scan, with the minimum of Article 10.1. From Managed upwards the annual TOPdesk check on configuration and processes, with improvement advice, is included, and under Fully Managed the twice-yearly check with an annual plan; those checks come out of the hours of Article 4.

5. Service levels and availability

5.1 Service levels (response time, resolution time and target values for the user experience, the XLA) apply only under Fully Managed and are set out in the service level agreement (SLA) attached as an annex to the agreement. Under Monitor and Managed we do not agree a resolution time or an XLA; if the agreement or the package description of Article 2.1 states a response time for Monitor or Managed, that is a target value to which Articles 5.2, 5.5 and 5.7 apply. Under tailored Functional Management, standalone assignments, prepaid bundles, training and the quick scan no service levels apply, unless the agreement expressly states them. If the agreement or the SLA deviates from the package description, the agreement or the SLA prevails.

5.2 Working days are Monday to Friday, with the exception of the generally recognised public holidays within the meaning of Article 3 of the Dutch General Time Limits Act (Algemene termijnenwet). Working hours are the hours between 08:00 and 17:00 Dutch time on working days. A support question is a question or a fault concerning the use or the operation of the client’s TOPdesk environment that we can answer or resolve without a decision of the client, without configuration work of any significance and without the cooperation of a third party. Response time is the time until our first substantive response, not until the solution, counted in working hours from the moment the report has been received via the reporting channel of Article 5.3 and recorded in the client’s TOPdesk environment. Resolution time is the time until a solution or a workable temporary solution of a support question, counted in working hours from that same moment; the resolution time applies only to support questions. Change requests, configuration work, integrations, custom reports and work from the backlog do not fall under the resolution time and follow the planning the parties agree in the periodic review. A report outside working hours counts as received at 08:00 on the next working day. Not counted is the time during which we are waiting for a decision, information, access, a test or a response from the client, from TOPdesk B.V. or from another third party, and the time during which the client’s TOPdesk environment does not work or works only to a limited extent due to a cause that does not lie with us; Article 6 continues to apply in addition.

5.3 The reporting channel is set out in the agreement: a fixed email address and the client’s SelfServicePortal as the preferred channel, and under Fully Managed also the telephone during working hours; outside Fully Managed the telephone is not a reporting channel. We record requests to the Expertise Desk in a dedicated operator group “VCITC Expertise Desk” in the client’s TOPdesk environment; the client sets up that operator group with the associated forms, target dates and the rating feature, or has us do so from the hours of Article 4. The Expertise Desk is intended for the client’s administrators, key users and operators, for questions about TOPdesk itself: functional, technical and operational questions and support with the day-to-day work in TOPdesk. The Expertise Desk is not intended for the client’s end users and does not handle the substance of their tickets; those remain with the client’s service desk. Under Monitor and Managed there is no Expertise Desk and a response time applies only to reports from the point of contact or from the client’s administrators.

5.4 The Evening Expertise Desk can only be taken alongside Fully Managed, at the monthly fee stated in the agreement. The Expertise Desk is then also available on working days between 17:00 and 21:00 for questions and for work the parties have scheduled in advance for that window, such as an import, a migration or rolling out a large change; that work comes from the hours of Article 4. The evening window is availability and scheduled work and not an on-call service: the response and resolution times do not continue to run in it and the working hours remain the hours between 08:00 and 17:00. Outside the windows mentioned we are not available and make no commitments, except for the duty to notify in the event of a personal data breach under the data processing agreement (Article 11.3).

5.5 Response times, resolution times and XLA target values are target values for which we make reasonable efforts; they are not a guarantee and not strict deadlines. For service levels we do not work with penalty clauses, service credits or discounts. If a target is missed in two consecutive calendar months, the parties discuss the cause in the next periodic review and adjust the capacity, the commitment or the way of working. That discussion and adjustment are the client’s only claim on account of a target being missed. Missing a target is not in itself a failure and not a ground for termination for cause, suspension (opschorting), set-off or compensation; Article 12 continues to apply to a material breach that does not consist of missing a target. We measure in the client’s TOPdesk environment and, where the included AureaDesk package is connected, via the dashboard; our monthly report is decisive, subject to proof to the contrary to be provided by the client. If the client has not connected the dashboard, we compile the figures from the TOPdesk environment and the hours for this come from the hours of Article 4.

5.6 We measure the XLA with the rating feature of TOPdesk on the closed requests of the operator group “VCITC Expertise Desk”. The target value is that 80% of the ratings give four or five stars on the five-point scale of TOPdesk’s rating feature. The target value applies only to a calendar month with at least ten ratings; a calendar month with fewer ratings does not count for the XLA. The client ensures that the rating feature is switched on and that the requests of the operator group can be rated; whether its administrators, key users and operators give a rating is up to them.

5.7 The person the agreement designates as named administrator or, without such a designation, our director, is our point of contact for the client and as a rule carries out the administration; Article 13.2 continues to apply. We announce planned absence of that person of more than two consecutive working days to the point of contact by email at least five working days in advance. During that absence, up to a maximum of twenty-five working days per calendar year, the response and resolution times do not apply and we handle reports after return in order of receipt, unless an authorised person deployed by us (Article 13.2) covers the work. Under Fully Managed we remain available during planned absence for urgent reports, that is to say reports as a result of which the TOPdesk environment does not work for a group of users, in the manner we state in the announcement; for those reports we also aim for a response within one working day during the absence. Hours not delivered in a calendar month due to the absence follow Article 4.1; the release check and the monthly report left undone due to the absence are still delivered by us after our return, from the hours of Article 4. In the event of unforeseen impediment due to illness, an accident, a death in the immediate circle or a comparable circumstance, we report this, ourselves or through an authorised person, to the point of contact as soon as reasonably possible. For the duration of the impediment the response and resolution times do not apply and the impediment counts as force majeure within the meaning of Article 11. The obligations under the data processing agreement continue to apply.

5.8 We deliver support, consultation, reporting and documentation in Dutch and English. If we answer a message in another language, that is a service from which the client derives no rights.

6. What we need from the client

6.1 The client provides, in good time and at its own expense: (a) access to its TOPdesk environment through a personal, named operator account for every person working on our behalf, with two-factor authentication or single sign-on as the client sets these up in its environment, with the rights the work requires and not through a shared account; the TOPdesk licences the work requires, including the operator licence for each of our accounts, are for the client’s account; (b) at all times at least one account of its own with full administrator rights and the ability to block our accounts; that account continues to exist under Fully Managed as well; (c) a point of contact authorised to make decisions and give approval, who responds within a reasonable period, and a substitute for that person; (d) the information, documentation, test data and cooperation reasonably required, including participation of its administrators, key users and operators in the Administrator Hour, the review and tests; (e) where necessary our registration as contact person with TOPdesk B.V., so that we can submit reports to TOPdesk Support on the client’s behalf and follow them up; we do not conclude agreements with TOPdesk B.V. on the client’s behalf and do not place orders or make licence changes without its written approval; (f) a TOPdesk test environment in which we can prepare and test changes; if there is none, we carry out a change directly in the production environment only after a written instruction from the point of contact in which the moment and the safeguards proposed by us are recorded (data processing agreement, Article 4.9), and the resulting higher risk of that change is for the client’s account; (g) a working connection of the included AureaDesk package, if the reporting or the measurement of the service levels relies on it.

6.2 The client warrants that it is authorised to give us access to its environment, that this access does not infringe its agreement with TOPdesk B.V. or the rights of third parties, and that the data in its environment has been lawfully collected and processed. It informs its employees about our work in the environment, about the logging of our actions under a named account, about the recording of the Administrator Hour and, where it uses the included AureaDesk package, about the figures per operator and the audit log, and where necessary requests the consent of the works council.

6.3 Decisions on processes, policy, licences, priorities and the set-up of its organisation are taken by the client; we prepare them and advise. Changes with consequences for users, data or integrations are carried out by us after approval from the point of contact; email suffices. The client remains responsible for the consequences of changes it has approved and for changes it or third parties make in the environment themselves. Backup and restore of the TOPdesk environment are a matter between the client and TOPdesk B.V.; we do not make a copy of the environment and do not warrant the restoration of data.

6.4 If the Administrator Hour or another review is recorded, the recording is made and stored with the meeting facility or in the storage of the client, under its control; we do not make or keep a recording of our own. The client informs the participants of the recording in advance, keeps the recordings itself and may decide per session not to record.

6.5 If the client fails to perform an obligation under this article, or fails to do so in time or properly, the delay and the other consequences of this are for its account, we may suspend the performance of our related obligations, the fee and the hours concerned remain payable (Article 4.1), and a part that is not delivered or not delivered in full as a result does not constitute a failure on our part. Additional work that results from this is charged by us, after prior written notification of the expected effort, at the hourly rate stated in the agreement, unless the client informs us in writing after that notification that it does not want the work to be done; in that case we are not required to carry it out.

6.6 The client indemnifies (vrijwaart) us, our director and the persons we engage against claims of third parties, including its employees, data subjects, employee representative bodies, TOPdesk B.V. and supervisory authorities, relating to the content or the lawfulness of the data in its environment, to decisions it has taken on our advice, to changes it has approved, to the recording of the Administrator Hour or to its use of reports and of figures per operator, except to the extent that the claim results from a failure attributable to us. The indemnity covers the damage and the reasonable costs of defence and legal assistance. We inform the client of such a claim as soon as possible. For the processing of personal data the data processing agreement prevails.

7. Rates, invoicing and indexation

7.1 All amounts exclude VAT. We invoice management packages and tailored Functional Management in advance per calendar month; the first invoice runs pro rata until the first day of the following calendar month. We invoice the Evening Expertise Desk together with the package. We invoice additional hours and standalone assignments monthly in arrears on the basis of a specification, prepaid bundles on purchase and training in accordance with the quotation. The rates for additional hours, standalone hours, prepaid bundles and travel costs are stated in the agreement or in our confirmation, in whole euros. We send invoices by email as a PDF, or via Peppol if the client has specified this, to the specified invoice address and with the specified reference. The payment term is thirty days from the invoice date.

7.2 If the client pays for the full term of a management agreement in advance in a single payment, a discount of 5% applies to the package rate and to the fee for the Evening Expertise Desk, not to additional hours, standalone assignments, prepaid bundles, travel costs and training. If the agreement ends early, we settle the discount over the months that were used in the manner set out in Article 3.5.

7.3 The client reports objections to an invoice in writing, stating reasons, within fourteen days of the invoice date; after that the invoice is deemed to have been accepted, except for obvious calculation errors. An objection does not suspend payment. The client may not suspend payments or set them off against claims on us, unless we have acknowledged that claim in writing or it has been established in court.

7.4 If the client does not pay within the payment term, it is in default (verzuim) without any further notice of default (ingebrekestelling) being required, and statutory commercial interest (wettelijke handelsrente, Article 6:119a or 6:119b of the Dutch Civil Code) and extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of 40 euros, are payable. All our other claims on the client then become immediately due and payable. Payments are applied first to the costs, then to the interest due and then to the oldest outstanding invoice, even if the client designates a different order. If payment is still not made after a written reminder setting a term of fourteen days, we may suspend the services until payment has been made in full; the fee remains payable during the suspension and hours that are not delivered as a result expire (Article 12.1). If we have well-founded reasons to doubt the client’s creditworthiness, we may require payment in advance or other appropriate security before we deliver (or continue to deliver).

7.5 We may adjust all rates, including the rate for additional hours, standalone hours, prepaid bundles and travel costs, once per calendar year as of 1 January by no more than the annual change, as most recently published by Statistics Netherlands (CBS) at the time of the announcement, in the services producer price index (commercial services and transport) or, if that index is no longer published, in the consumer price index, all households, plus two percentage points. We announce such an indexation in writing at least two months in advance, stating the index used; it does not give a right to terminate and does not take place earlier than twelve months after the start date of the agreement. For a management agreement and for tailored Functional Management, the rate that applied at the start of a current period applies for the duration of that period; an announced indexation takes effect from the first day of the next period that begins on or after 1 January. For additional hours, standalone assignments, prepaid bundles and training, the indexed rate applies from 1 January to assignments and orders placed after the announcement. We announce an increase above that maximum in writing at least two months before its effective date; in that case the client may terminate the agreement in writing with effect from the effective date of that increase, also within the current period.

8. Intellectual property

8.1 The set-up, configuration, action sequences, forms, report definitions and documentation that we create in the client’s TOPdesk environment belong to the client once the corresponding invoices have been paid; to the extent copyright subsists in them, we transfer that copyright at that moment and grant a right of use until that moment. For integrations, scripts and other software that we build outside the TOPdesk environment, the client acquires after payment a perpetual, non-exclusive right of use for its own organisation, including the right to have them maintained by a third party; the intellectual property rights in them remain with us, unless a transfer has been agreed in writing.

8.2 General knowledge, experience, methods, templates, standard components and tools that we use or develop during the work remain ours, and we may use them for other clients, without using confidential information or data of the client in doing so. All intellectual property rights in AureaDesk, including the software, the design, the report and export templates and the documentation, rest with Van Croonenburg IT-Consultancy B.V.; nothing in the agreement transfers any such right.

8.3 We may use suggestions and proposals for improvement made by the client about our services freely and without compensation, without naming the source. The client warrants that material it supplies does not infringe the rights of third parties and indemnifies us in that respect.

9. Confidentiality and personal data

9.1 The parties keep confidential all information they receive from each other in the context of the agreement and which they know or should reasonably understand to be confidential, and use it solely for the performance of the agreement. The following is in any case confidential: the data in the client’s environment, the configuration and the security of that environment, what we see during a quick scan, our way of working, quotations, rates and discounts, and the information about our security, tools and organisation that we provide on request. Publishing the rates on vcitc.nl is never a breach.

9.2 The duty of confidentiality does not apply to information that is already public without breach of this provision, that the receiving party demonstrably already lawfully possessed or has developed independently, or that must be disclosed pursuant to a statutory duty or court order; in the latter case the party obliged to disclose informs the other party in advance, to the extent permitted. If the client is an administrative body subject to the Dutch Open Government Act (Wet open overheid), it may disclose the agreement and the annexes to the extent that Act obliges it to do so. In doing so it designates our rates, discounts, way of working and security information as business and security data communicated to it in confidence (Article 5.1(1)(c) and (2)(f) and (h) of the Open Government Act), notifies us in advance of a request affecting those parts and gives us the opportunity to submit our views.

9.3 This obligation remains in force for five years after the end of the agreement; for the client’s data and for trade secrets within the meaning of the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen), including security information, it applies for as long as they are secret. For personal data the data processing agreement prevails.

9.4 In the work in the client’s TOPdesk environment we process personal data; the client is the controller and we are the processor (Article 28 of the GDPR). The data processing agreement forms part of every agreement under which we obtain access to an environment of the client, so also in the case of tailored Functional Management, a standalone assignment, a prepaid bundle or a training with access. The parties conclude it before we obtain access; without a signed data processing agreement we do not start work in the environment. TOPdesk B.V. is a processor of the client and not a sub-processor of ours; the processing within TOPdesk falls under the agreement between the client and TOPdesk B.V. For the included AureaDesk package, exclusively the AureaDesk Data Processing Agreement applies (Article 2.6); the two data processing agreements each apply to their own service. In the event of conflict, the data processing agreement prevails over these terms insofar as the processing of personal data is concerned, and it governs our liability for that processing; the limitations do not apply cumulatively (Article 10.8). Persons we engage work under the conditions of the data processing agreement (Article 13.2). For the data we process for our own customer, hours and invoicing administration we are ourselves the controller; our privacy statement at vcitc.nl/en/privacy describes that processing.

10. Liability

10.1 Our liability for damage, on any legal ground whatsoever, is limited per event to compensation for direct damage up to a maximum of the total of the fees (excluding VAT) payable by the client to us under the agreement concerned over the twelve months preceding the event causing the damage. If a management agreement or an agreement for tailored Functional Management has at that time been running for less than twelve months, twelve times the monthly fee applicable at that time applies. For a standalone assignment or a prepaid bundle, the fee agreed for that assignment or that bundle applies. In all cases a minimum of 2,500 euros per event applies, also if no fee is payable for the service, such as for the quick scan. A series of connected events counts as one event. Our total liability per calendar year is, regardless of the number of events, limited to twice the amount that applies per event under this paragraph; if no fee is payable for the service, the maximum is 2,500 euros per event and per calendar year.

10.2 Direct damage means exclusively: (a) the reasonable costs the client has to incur to have our performance conform to the agreement after all, unless the agreement has been terminated for cause; (b) the reasonable costs of determining the cause and the extent of the damage; (c) the reasonable costs of preventing or limiting damage, to the extent the client demonstrates that these costs have led to a limitation of direct damage.

10.3 Liability for damage other than direct damage is excluded, including consequential damage, lost profit, missed savings, business interruption, reduced goodwill, claims of third parties, including the client’s customers and users, damage resulting from decisions the client has taken on the basis of our advice, our reports or the figures in AureaDesk, damage resulting from loss, corruption or inaccuracy of data whose source rests with the client or with TOPdesk B.V. or that could have been restored with the facilities of TOPdesk, damage resulting from acts or omissions of the client or of third parties, and damage resulting from defects, changes or unavailability of TOPdesk or of other third-party software or services. Backup and restore of the TOPdesk environment are a matter between the client and TOPdesk B.V.; we have no role in this and give no warranty for it.

10.4 The limitations in this article do not apply in the event of intent, deliberate recklessness or gross negligence (opzet, bewuste roekeloosheid of grove nalatigheid) on our part or on the part of our management, nor to the extent that mandatory law, including Article 82 of the GDPR, does not permit a limitation; in that case the limitation remains in full force for the remainder. Our management means our director (Article 1.7) and those who are actually charged with the management of the business. Intent, deliberate recklessness or gross negligence on the part of persons engaged by us and third parties who do not form part of our management does not cause the limitations to lapse, unless mandatory law so requires.

10.5 A right to compensation arises only if the client reports the failure to us in writing, stating reasons, without delay and no later than thirty days after discovery, and gives us a reasonable period to perform after all, unless performance is permanently impossible. Any claim for compensation lapses (vervalt) twelve months after the client became aware of the damage or could reasonably have been aware of it, unless it has been submitted to us in writing within that period. A claim submitted in time nevertheless lapses if it has not been brought before the court within twelve months after its submission, unless the parties have agreed a longer period in writing.

10.6 We hold professional liability insurance and make reasonable efforts to maintain it for the duration of the agreement, for as long as it is available on reasonable terms. On request we provide the name of the insurer and the geographical coverage of the policy. If the insurance lapses, we notify the client. The insurance, the insured amount and the amount of any payout do not determine the extent of our liability.

10.7 Only the client can derive rights against us from the agreement; its users, group companies and other third parties cannot, subject to mandatory law. The client brings claims in connection with the agreement exclusively against Van Croonenburg IT-Consultancy B.V. and not personally against our director, our management or the persons we engage in the performance (Article 13.2), except in the event of intent or deliberate recklessness on the part of the person against whom the claim is brought. This article, Article 6.6 and the other limitations and exclusions in these terms and the agreement are also stipulated for the benefit of our director, our management and the persons we engage, including an authorised person deployed in the event of absence or incapacity; they may rely on them directly (Article 6:253 of the Dutch Civil Code). This is an irrevocable third-party clause without consideration (onherroepelijk derdenbeding om niet) within the meaning of Article 6:253(4) of the Dutch Civil Code. Any claim of the client against us other than a claim for compensation lapses twelve months after the client became aware, or could reasonably have been aware, of the facts on which it is based, unless it has been submitted to us in writing within that period and except to the extent that mandatory law does not permit this; claims for compensation are governed by Article 10.5.

10.8 Our liability for the processing of personal data as processor is governed by this article, unless the data processing agreement contains its own liability arrangement; in that case that arrangement applies exclusively, with the limitation, notification periods and lapse periods stated there. The limitations of this article and of the data processing agreement never apply cumulatively: for an event that falls under both, the highest applicable cap applies once.

10.9 We advise, configure and report on the basis of the data in the client’s TOPdesk environment and of the information the client gives us. The client itself remains responsible for the decisions it takes on the basis of our advice, our reports or the figures in AureaDesk and for the accuracy and completeness of the data in its own environment.

11. Force majeure

11.1 We are not obliged to perform any obligation if we are prevented from doing so by force majeure. Force majeure in any case includes, also where the circumstance affects a person or third party engaged by us: disruptions or unavailability of the client’s TOPdesk environment or TOPdesk API, changes by TOPdesk B.V. to its product, its API or its terms until we have reasonably been able to adapt our work to them, failure or disruption of internet or telecommunications connections, electricity, data centres, email or meeting facilities, attacks on systems such as (D)DoS attacks, intrusions and ransomware that could not be prevented despite appropriate measures, government measures, epidemics, fire, flooding, strikes, and illness, an accident, a death in the immediate circle or another impediment of our director or of another person who carries out the work for the client, to the extent replacement is not possible within a reasonable period (Articles 5.7 and 13.2).

11.2 During force majeure our obligations are suspended. If the force majeure lasts longer than sixty consecutive days, either party may terminate the agreement for cause in writing for the part that has not yet been performed, without any obligation to pay compensation; Article 3.5 determines what we then refund. Hours of a bundle or capacity that have not been delivered due to force majeure on our side follow Article 4.1; for a full calendar month in which we have performed no work at all due to force majeure, no fee is payable and we refund an amount paid in advance for that month on a pro rata basis, unless the cause lies in the client’s TOPdesk environment, TOPdesk API or infrastructure. On account of the work not being delivered, or not being delivered in full, due to force majeure, the client has no rights other than those expressly granted to it by this paragraph and Article 5.7; in particular it has no right to compensation, to suspension of payment or to a further reduction of the fee.

11.3 Force majeure does not release us from the obligations imposed on us by law and by the data processing agreement in the event of a personal data breach, including notifying the client of it within the period of the data processing agreement and limiting its consequences, nor from the obligation to make reasonable efforts to resume the work as soon as possible after the force majeure has ended.

12. Termination, suspension and handover

12.1 We may suspend our work in whole or in part, after prior warning where reasonably possible, if: (a) the client does not pay after a reminder (Article 7.4); (b) the client fails to perform an obligation under Article 6 or 9, or gives us instructions that are contrary to the law, to its agreement with TOPdesk B.V. or to the data processing agreement, or that endanger the security, integrity or availability of its environment or of third parties; (c) a competent authority requires this or we are legally obliged to do so. In the case of a suspension on ground (a) or (b) the fee remains payable and the hours not delivered as a result expire; in the case of a suspension on ground (c) that is not attributable to the client, no fee is payable for its duration. We resume the work as soon as the reason has been removed. We are not liable for damage suffered by the client as a result of a suspension that we were entitled to apply under this paragraph or Article 7.4.

12.2 We may terminate the agreement for cause if the client, after a written notice of default setting a reasonable period of at least fourteen days, attributably fails to perform a material obligation, including the payment obligation and the obligations under Articles 6 and 9. No notice of default is required if performance is permanently impossible, if the reminder under Article 7.4 has remained without result, or if the failure is so serious that we cannot reasonably be required to continue.

12.3 The client may terminate the agreement for cause only if we attributably fail to perform a material obligation and have not remedied that failure within a reasonable period of at least thirty days after a written notice of default stating reasons, unless performance is permanently impossible. Termination for cause has effect only for the future. Not meeting a response time, resolution time or target value is not in itself a ground for termination for cause (Article 5.5). The client’s rights under Articles 7.5, 11.2, 12.4 and 14.1 continue to apply.

12.4 Either party may terminate the agreement for cause in writing with immediate effect, without notice of default and without being liable for compensation, if the other party is declared bankrupt or files for its own bankruptcy, applies for or is granted a suspension of payments, ceases or liquidates its business, or if a substantial part of its assets is attached and the attachment is not lifted within thirty days. The preparation or offering of a composition plan as referred to in Article 370 of the Dutch Bankruptcy Act (Faillissementswet) is not a ground for termination for cause or suspension.

12.5 On termination for cause, the performance already rendered and the fees payable for it remain in place; they are not reversed or refunded. Everything the client still owes us at the time of termination for cause is immediately due and payable. Article 3.5 determines what is payable for the remaining term and what we refund.

12.6 If a management agreement or an agreement for tailored Functional Management ends by notice of termination or by expiry of the term, we hand over free of charge in the last month of the term: the documentation of the configuration as recorded in the client’s environment, an overview of the integrations and of the accounts in our name, and an online handover conversation of no more than two hours with the incoming administrator. Further handover work, such as familiarising a successor, rewriting documentation or transferring integrations to third-party systems, we carry out on request at the hourly rate stated in the agreement. The free-of-charge handover applies only if the client has paid all our invoices; in the event of termination for cause on account of a failure by the client, we carry out the handover only at the hourly rate and after payment in advance. For a standalone assignment, a prepaid bundle or training there is no handover; the documentation remains in the client’s environment.

12.7 The client revokes our accounts no later than on the end date, and within one working day after a request from us to do so. We no longer use them after the end date and notify the client if we find that an account still works after the end date. Documentation and configuration remain in the client’s environment; we keep no copy of them, except what the data processing agreement or the law requires of us (Article 9.4). The client’s revoking or blocking of our accounts does not end the agreement and does not release the client from the payment obligation; the client may end the agreement only in the manner provided for in these terms and the agreement. For the included AureaDesk package, Article 2.6 applies at the end.

12.8 Provisions that by their nature are intended to continue, including Articles 1.6, 1.7, 6.6, 8, 9, 10, 12.7, 13.3, 16 and 17, remain in force after the end of the agreement.

13. Independence and authorised persons

13.1 We perform the agreement as an independent service provider: remotely, with our own equipment and software, at our own discretion and with our own scheduling within the agreed windows, time limits and response times, and at our own expense and risk. We ourselves determine who carries out the work on our behalf and how we organise the work. No relationship of authority arises between the client and the persons working on our behalf; the client gives them no instructions other than on the desired result, the priorities and the rules that apply in its environment for security, access and change management, and exercises no direction or supervision over them. We do not supply workers (ter beschikking stellen van arbeidskrachten) within the meaning of Article 7:690 of the Dutch Civil Code and the Dutch Placement of Personnel by Intermediaries Act (Wet allocatie arbeidskrachten door intermediairs). The persons working on our behalf do not form part of the client’s organisation, do not take part in its employee schemes and are not bound by its working times; a fixed number of hours or a fixed day per week is a scheduling arrangement and not working time. The client does not require exclusivity; we work for several clients at the same time. An account, licence or workspace that the client makes available serves the traceability of actions and the security of its environment and is not a work resource (arbeidsmiddel) of the client. If we work on site or with its equipment at its request (Article 4.5), this does not change this relationship.

13.2 In the performance we may engage natural persons who work exclusively on our instructions and under our responsibility, including self-employed specialists, and we may replace a person. The confidentiality of Article 9 and, where a data processing agreement has been concluded, its conditions apply to each of them: before first access, that person has committed to confidentiality in writing, works in the client’s environment exclusively with a personal, named account with the two-factor authentication or single sign-on the client sets up for that purpose, is given no more access than his or her task requires, and processes the client’s data only within the client’s environment and not on his or her own systems; that person is then not a sub-processor within the meaning of the data processing agreement. We remain responsible toward the client for their work. The agreement names the person who, as named administrator, is our point of contact for the client; Article 5.7 applies to absence and impediment. This article contains no commitment as to the number of persons we deploy, or as to their availability, resourcing or replacement. A business that works for us with its own personnel or on its own systems is engaged by us only in compliance with the rules on sub-processors in the data processing agreement.

13.3 During the agreement and for up to twelve months after its end, the client does not employ any person who has been involved in the performance on our behalf and, in that period, also does not have such a person work for it without our involvement, directly or through a third party, without our prior written consent. The same applies to us with regard to the client’s employees who have been involved in the performance. In the event of a breach, the party in breach owes the other party, without notice of default, an immediately due and payable fixed payment of 25,000 euros per person per breach, without prejudice to the right to performance and to compensation for the actual damage if that is higher. The sentence in Article 5.5 that we do not work with penalty clauses relates only to service levels and not to this paragraph.

14. Changes to these terms

14.1 We may change these terms in the event of a change to our services, to laws or regulations or to our business operations. We announce a change to the client in writing at least two months before its effective date, with the new text as a PDF. If the change is materially detrimental to the client and is not the result of a change in laws or regulations or of a decision of a court or supervisory authority, the client may terminate the agreement in writing with effect from the effective date of the change, including within the current period; we refund an amount paid in advance for the period thereafter in the manner of Article 3.5. If the client does not terminate, the changed version applies from the effective date. Changes that are not materially detrimental to the client, including clarifications, changes required by laws or regulations, new services it does not have to take and changes in its favour, apply from the announced effective date and do not give a right to terminate. A change of the rates is governed exclusively by Article 7.5.

14.2 Between the parties, the version of these terms attached to the agreement as a PDF always applies, or the version that has subsequently entered into force in accordance with Article 14.1. The text published at vcitc.nl/voorwaarden (in English: vcitc.nl/en/terms) is the current version for new agreements.

14.3 These terms replace all earlier general terms and conditions of Van Croonenburg IT-Consultancy B.V. and of its legal predecessor for agreements concluded or renewed on or after the effective date. For a current agreement they apply from the next renewal, unless the parties agree otherwise in writing before then.

15. Transfer of rights, engagement of third parties and supervisory regimes

15.1 The client may not transfer its rights and obligations under the agreement to a third party without our prior written consent. This clause has effect under property law (goederenrechtelijke werking), except for monetary claims for which the law does not permit a restriction on transferability (Article 3:83(3) of the Dutch Civil Code). We may attach conditions to our consent, including the payment of all outstanding invoices and the conclusion of a data processing agreement with the acquirer.

15.2 We may transfer the agreement, or the business of which our services form part, to a legal successor or to an acquirer of our administration and consultancy activities. The client grants its cooperation to this in advance (Article 6:159 of the Dutch Civil Code), on condition that the acquirer takes over the obligations under the agreement and the data processing agreement in full and that we inform the client in writing at least one month in advance.

15.3 In performing the agreement we may engage third parties, including our email provider, providers of meeting and telephony facilities and the hosting provider of AureaDesk, and persons as referred to in Article 13.2. Third parties are given access to the client’s personal data only in accordance with the rules on sub-processors in the data processing agreement. We remain responsible toward the client for the performance of the agreement.

15.4 If the client is subject to the Digital Operational Resilience Act (DORA, Regulation (EU) 2022/2554), the Dutch Cybersecurity Act (Cyberbeveiligingswet), the Dutch Government Information Security Baseline (Baseline Informatiebeveiliging Overheid), NEN 7510 or a comparable regime that imposes requirements on contracts with suppliers, the following applies. Whether our services support a critical or important function of the client is assessed by the client itself; we work in its TOPdesk environment and do not host that environment. On written request we are willing to discuss an addendum to the agreement containing the provisions that the regime in question prescribes for our service, including the data for a register of information, to the extent those provisions fit the actual set-up of our services as described in the data processing agreement. We are not obliged to conclude an addendum; without an addendum signed by both parties such requirements do not apply between the parties, not even if they appear in purchasing conditions, a questionnaire or a supplier assessment. We do not include provisions that require certifications, notification periods, resourcing or availability levels from us that we do not have or do not meet; we say so in advance. The work of drafting and reviewing the addendum and the additional obligations arising from it, such as audits, reports, completing questionnaires and participation in tests, is carried out by us after prior notification of the expected effort at the hourly rate stated in the agreement, unless agreed otherwise in the addendum. Audits and assistance relating to the processing of personal data are governed by the data processing agreement.

16. References

16.1 We mention the client as a reference, with name and logo, only with its prior written consent, which also states the manner and the place of the mention. The client may withdraw that consent in writing at any time; we then remove the mention from the communications we manage within ten working days. Without consent we describe our experience only in general terms, without making the client identifiable.

16.2 The client does not mention us as a supplier in its own communications in a manner that suggests that we vouch for its services to third parties, and does not use our name and our logo without our prior written consent, except where the law or a procurement procedure requires mention.

17. Governing law, disputes and language

17.1 Dutch law applies to these terms and to all agreements. The Vienna Sales Convention (CISG) does not apply.

17.2 The client may address a complaint about our services to info@vcitc.nl; we respond as soon as possible, as a rule within ten working days. In the event of a dispute, the parties first seek a solution by mutual consultation and may, if both parties agree to this in writing, attempt mediation. Consultation and mediation do not preclude collection measures for an undisputed, due and payable invoice or urgent measures.

17.3 Disputes that are not resolved by mutual consultation or by mediation are submitted to the District Court of Gelderland (rechtbank Gelderland), the Netherlands, unless mandatory law provides otherwise.

17.4 These terms have been drawn up in Dutch. Translations are for information; in the event of any difference between the Dutch text and a translation, the Dutch text is binding.