Terms & conditions

Article 1. Definitions

In these general terms and conditions, the following terms have the meanings set out below:

1.1 General terms and conditions: the general terms and conditions governing the legal relationship between Kilic Security Services and its clients.

1.2 Contract for services: any agreement within the meaning of Article 7:400 of the Dutch Civil Code between Kilic Security Services and clients for the provision of services, and all agreements and/or obligations arising from or related to it.

1.3 Services/Work: the services offered by Kilic Security Services, consisting among other things of hiring out and providing security officers, under the direction and supervision of Kilic Security Services, to secure businesses, persons, premises, etc.

1.4 Client: the counterparty of Kilic Security Services, acting in the course of a profession or business.

1.5 Freelancer (zzp'er): any self-employed entrepreneur who carries out security work at the designated locations on behalf of Kilic Security Services.

1.6 Employee: a natural person working for Kilic Security Services, whether or not on the basis of an employment contract.

1.7 Parties: Kilic Security Services and its employees who carry out (security) work for the clients of Kilic Security Services on behalf of Kilic Security Services.

1.8 Force majeure: in addition to what is understood by this in law and case law, all external causes, foreseen or unforeseen, over which Kilic Security Services has no control, but as a result of which Kilic Security Services is unable to fulfil its obligations.

1.9 Kilic Security Services: sole proprietorship registered with the Dutch Chamber of Commerce (KvK) under number 82336121.

Article 2. Applicability

2.1 These general terms and conditions apply to the services of Kilic Security Services, as well as to all quotations, (additional) assignments and agreements, however named, under which Kilic Security Services undertakes or will undertake to carry out work for its clients, and to all work arising from them for Kilic Security Services.

2.2 Prior to the conclusion of the agreement, the client is obliged to provide, fully and correctly, all relevant information that may be of importance for issuing the quotation and performing the agreement, on the basis of which Kilic Security Services will make a quotation to the client and, in the event of an assignment, can carry it out.

2.3 Deviations from and/or additions to these general terms and conditions are only valid if they have been expressly agreed in writing. Such consent never implies that the deviating terms also apply to other agreements between Kilic Security Services and the client.

2.4 If any provision of these general terms and conditions conflicts with any of the terms included in the agreement, the term included in the agreement prevails.

2.5 If any provision of these general terms and conditions is invalid, the remaining provisions of these general terms and conditions remain in force. The invalid provision(s) will be replaced by another, valid provision that comes as close as possible to the effect intended by the invalid provision.

2.6 Kilic Security Services expressly rejects the applicability of the client's general terms and conditions.

2.7 Kilic Security Services is not bound by typing and/or spelling errors in the agreements and/or quotations between Kilic Security Services and its clients.

2.8 Once these general terms and conditions apply between Kilic Security Services and its clients, this consent implies that these general terms and conditions also apply to other (future) agreements between Kilic Security Services and its clients.

2.11 If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, they shall be interpreted in accordance with the spirit of these provisions.

2.12 If a situation arises between the parties that is not covered by these general terms and conditions, it shall be assessed in accordance with the spirit of these general terms and conditions, the agreement concluded and the correspondence between the parties.

Article 3. Content and performance of the agreement

3.1 Where relevant, the agreement sets out the manner in which it will be performed by Kilic Security Services and the amount payable by the client to Kilic Security Services for it.

3.2 The agreement between Kilic Security Services and the client is an obligation of best efforts, under which Kilic Security Services will observe, to the best of its knowledge and ability, the specific professional standards that the services entail. Kilic Security Services will strictly comply with government regulations applicable to the services. All requirements that the client sets for the services must have been expressly agreed with Kilic Security Services in good time in advance.

3.3 If and insofar as proper performance of the agreement so requires, Kilic Security Services has the right to have certain services performed by third parties and/or freelancers engaged by it. Kilic Security Services remains responsible for the quality of the work and compliance with the agreements made. Kilic Security Services selects the freelancer for the assignment on the basis of the information provided by the client to Kilic Security Services, and the freelancer will only carry out the work agreed between Kilic Security Services and the client.

3.4 A request for services by the client is deemed to have been made by an authorised person/representative of the client. If it turns out that the request was not made by an authorised person, this does not release the client from its payment obligations.

Article 4. Additional work

4.1 Kilic Security Services reserves the right to carry out more work than stated in the agreement and to charge the client for it, if this work is in the interest of the client and/or necessary for the proper performance of the agreement.

4.2 Additional work will be included in the invoice for the relevant period.

Article 5. Cancellation/Amendment of the agreement

5.1 The client is obliged to provide Kilic Security Services with all relevant information about the service no later than 24 hours before the start time. If the client fails to do so in time, Kilic Security Services has the right to cancel the agreement. In that case, Kilic Security Services will charge the client the agreed number of hours multiplied by 50% of the agreed hourly rate. If no fixed number of working hours has been agreed, these costs will be calculated on the basis of a reasonable estimate of the number of hours Kilic Security Services would have worked for the client had the assignment not been cancelled.

5.2 If the client postpones the start of the agreed work, or cancels the agreed work entirely, Kilic Security Services is entitled to reimbursement of costs incurred and a percentage of the agreed fee for the work. This compensation is calculated as follows:

• in the event of cancellation less than 74 hours before the start time: €100;

• in the event of cancellation less than 24 hours before the start time: the agreed number of hours for the hiring agreement multiplied by the agreed hourly rate. If no fixed number of working hours has been agreed, the cancellation costs will be calculated on the basis of a reasonable estimate of the number of hours the freelancer would have worked for the client if Kilic Security Services cannot cancel the assignment with the freelancer in time.

5.3 Cancellation must be made in writing.

5.4 If, during the performance of the agreement, it appears necessary to amend or supplement the agreement for its proper performance, Kilic Security Services and the client will consult each other about this.

5.5 An amendment or addition to the agreement may affect the time of completion of the agreement. Kilic Security Services will inform the client of this. In that case, the client can no longer rely on the originally agreed delivery period.

Article 6. Workwear and access resources

6.1 Unless the parties have agreed otherwise in writing, the staff of Kilic Security Services will wear workwear bearing the branding of Kilic Security Services.

6.2 Kilic Security Services will handle the client's access resources (such as keys and passes) with care. In the event of loss or theft of the access resources, Kilic Security Services will inform the client as soon as possible, in which case the client itself is responsible for replacing the access resources. Kilic Security Services is not liable for any damage resulting from the loss of the access resources, nor for the costs of replacing them.

6.3 At the end of the assignment, Kilic Security Services will return the access resources to the client.

Article 7. Obligations of the client

7.1 If staff of Kilic Security Services or freelancers engaged by Kilic Security Services work at a location owned or managed by the client, the client shall ensure a working environment that complies with the statutory regulations, including those relating to safety. The client is obliged to inform Kilic Security Services verbally or in writing of any dangerous situations or locations.

7.2 It is the responsibility of the client to hold all permits required for the performance of the work, unless the parties have agreed otherwise in writing. On request, the client will give Kilic Security Services access to these permits.

7.3 At least 24 hours before the start of the work, the client must provide Kilic Security Services with the necessary work instructions, evacuation plans and emergency procedures.

7.4 Before the start of the work, the client must inform the visitors and staff of the location where the work is to be carried out about the work and the powers of the employees of Kilic Security Services.

7.5 The client is not permitted, for a period of six months after the start of the work, to approach employees of Kilic Security Services or freelancers engaged by Kilic Security Services to work directly for the client, without the prior consent of Kilic Security Services. This is subject to an immediately payable penalty of €5,000 for each violation and €250 for each day that the violation continues.

Article 8. Working conditions

8.1 The working conditions at the client for the security officers provided by Kilic Security Services must comply with the current Collective Labour Agreement for Private Security (CAO Particuliere Beveiliging). The client is also obliged to take out fully comprehensive liability insurance to cover possible risks on its premises.

8.2 The client must take such measures that the freelancer is protected against danger to life, integrity and property during the performance of the agreement. If the freelancer suffers damage or dies in the course of their work, the client's share in the cause will be determined on the basis of the statutory criteria. In the event of an accident involving staff and/or a freelancer of Kilic Security Services, the client will inform Kilic Security Services and the Labour Inspectorate as soon as possible.

8.3 The freelancer is fully independent in carrying out the assignment. The freelancer performs the agreement at their own discretion and without supervision or direction from the client.

Article 9. Rates and payment terms

9.1 All stated hourly rates are exclusive of VAT.

9.2 Kilic Security Services is free to adjust its rates annually. Kilic Security Services will notify the client of its changed rates at least two months in advance. Rate changes resulting from laws and regulations will be passed on to the client from the moment those changes take effect, even if they occur during the term of the agreements.

9.3 Invoicing takes place weekly in arrears; payment must be made within 30 days of the invoice date.

9.4 The client may not set off or suspend payment of the invoice amount.

9.5 If the client disputes an invoice, the client must notify Kilic Security Services of this in writing within eight days of the invoice date. Disputing an invoice does not suspend the client's payment obligation.

9.5 In the event of non-payment, late payment or incomplete payment by the client of any amount owed by it, the client is in default by operation of law as of the due date of the relevant invoice, without any written reminder being required. From that moment, the client also owes Kilic Security Services default interest of 2% per month on the gross invoice amount, with part of a month counting as a full month, in addition to the statutory interest. If the client does not respond to the first reminder, a formal notice will be sent to the client and reminder costs of €40 per invoice will be charged.

9.6 In the event of late payment, the client also owes the collection costs caused by non-payment or late payment. The Dutch Collection Costs Act (Wet Incassokosten, WIK) determines how much in collection costs Kilic Security Services may charge a client who does not pay. Under the WIK, collection costs are a percentage of the invoice amount, with a minimum of €40 and a maximum of €6,775.

Article 10. Liability and indemnities

10.1 In performing the work, Kilic Security Services will exercise all care and skill that can reasonably be expected of it. Kilic Security Services will carry out its work on the basis of and in accordance with the Dutch Private Security Organisations and Detective Agencies Act (Wet particuliere beveiligingsorganisaties en recherchebureaus). The employees of Kilic Security Services comply with all statutory obligations and with the laws and regulations relevant to the industry.

10.2 If the information provided by the client is incorrect and/or incomplete, Kilic Security Services is not liable for damage of any kind, because Kilic Security Services may assume that the information provided by the client is correct and complete, unless this inaccuracy or incompleteness is recognisable to Kilic Security Services.

10.3 If, with due observance of the above, Kilic Security Services can be held liable, this liability is limited to the insured amount eligible for payment under the (business) liability insurance of Kilic Security Services. If the damage is not covered by the insurance or the insurer does not pay out in any case, liability is limited to a maximum of twice the invoice amount of the relevant agreement, at all times subject to a maximum of €5,000 exclusive of VAT.

Article 11. Personal data

11.1 Personal data provided by the client to Kilic Security Services will not be made available to third parties, unless otherwise provided by law or agreement.

11.2 The client holds personal data of various data subjects and is the controller within the meaning of the General Data Protection Regulation (GDPR).

11.3 Articles 11 to 23 inclusive qualify as a data processing agreement.

Article 12. Purposes of processing

12.1 Under the terms of this data processing agreement, Kilic Security Services undertakes to process personal data on behalf of the client. Processing will take place exclusively in the context of the delivery of products and services under the underlying agreement and for purposes reasonably related to it or determined with further consent.

12.2 Kilic Security Services will inform the client of the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects, and the rights and obligations of Kilic Security Services towards the data subjects, as referred to in Article 28(3) GDPR, insofar as this information has not already been stated in this data processing agreement or the underlying agreement.

Article 13. Obligations of Kilic Security Services

13.1 Kilic Security Services will ensure compliance with the applicable laws and regulations, including in any case the laws and regulations on the protection of personal data.

13.2 The obligations of Kilic Security Services arising from this data processing agreement also apply to those who process personal data under the authority of Kilic Security Services, including but not limited to employees, in the broadest sense of the word.

13.3 Kilic Security Services is permitted to engage (sub-)processors. The client will be informed of this in writing in advance.

Article 14. Confidentiality

14.1 Kilic Security Services, the client and any third parties engaged by either party in the context of the assignment are obliged to keep confidential all confidential information they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.

14.2 A security plan drawn up in the context of the agreement is in any case regarded as confidential information.

Article 15. Allocation of responsibility

15.1 The permitted processing operations will be carried out by employees of Kilic Security Services within a secure environment.

15.2 Kilic Security Services is solely responsible for the processing of personal data under this data processing agreement, in accordance with the instructions of the client and under the express (ultimate) responsibility of the client. Kilic Security Services is not responsible for any other processing of personal data, including in any case but not limited to the collection of personal data by the client, processing for purposes not reported by the client to Kilic Security Services, and processing by third parties and/or for other purposes.

15.3 The client guarantees that the content, use and instruction for the processing of personal data as referred to in this data processing agreement are not unlawful and do not infringe any rights of third parties.

Article 16. Security

16.1 Kilic Security Services will endeavour to take sufficient technical and organisational measures, as referred to in Article 32 GDPR, with regard to the processing of personal data to be carried out, against loss or any form of unlawful processing.

16.2 Kilic Security Services has in any case taken the following measures:

• securing computers and software with a username and password;

• restricted physical access to the computers/servers where the personal data are stored;

• data processing agreements and confidentiality agreements have been concluded with the relevant parties.

16.3 Kilic Security Services does not guarantee that the security will be effective under all circumstances. If an expressly described security measure is missing from the data processing agreement, Kilic Security Services will endeavour to ensure that the security meets a level that is not unreasonable, taking into account the state of the art, the sensitivity of the personal data and the costs associated with implementing the security.

Article 17. Notification obligation

17.1 In the event of a security breach and/or data breach within the meaning of Article 33 GDPR, Kilic Security Services will inform the client without undue delay.

Article 18. Handling requests from data subjects

18.1 If a data subject submits a request for access, rectification, erasure and/or restriction of processing as referred to in Articles 15 to 19 GDPR to Kilic Security Services, Kilic Security Services will handle the request as soon as possible, but in any case within four weeks.

Article 19. Secrecy and confidentiality

19.1 All personal data that Kilic Security Services receives from the client and/or collects itself in the context of this data processing agreement are subject to a duty of confidentiality towards third parties.

19.2 This duty of confidentiality does not apply insofar as the client has expressly given permission to provide the information to third parties, if providing the information to third parties is logically necessary given the nature of the assignment and the performance of this data processing agreement, or if there is a legal obligation to provide the information to a third party.

Article 20. Audit

20.1 Kilic Security Services will provide the client with the cooperation required for the accountability obligation referred to in Article 28(3)(h) GDPR. A reasonable fee will be charged for this work, unless otherwise agreed in the underlying agreement.

Article 21. Liability in relation to the data processing agreement

21.1 The liability of Kilic Security Services for damage resulting from an attributable failure in the performance of this data processing agreement is limited per event (a series of consecutive events counts as one event) to compensation for direct damage, up to a maximum of the amount of the fees received by Kilic Security Services for the work under this data processing agreement for the month preceding the event causing the damage. The liability of Kilic Security Services for direct damage will in total never exceed the amount covered by the liability insurance of Kilic Security Services.

21.2 Direct damage is understood to mean exclusively all damage consisting of:

• damage directly caused to tangible property ("property damage") or persons;

• reasonable and demonstrable costs incurred to compel Kilic Security Services to properly perform the data processing agreement;

• reasonable costs of determining the cause and extent of the damage, insofar as relating to direct damage as referred to in this article.

21.3 The liability of Kilic Security Services for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage. Indirect damage includes in any case consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage related to the use of data or data files prescribed by the controller, or damage due to loss, corruption or destruction of data or data files.

21.4 The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Kilic Security Services.

21.5 The client is under all circumstances responsible for the accuracy and completeness of the data and documents it supplies. Kilic Security Services is never liable for any damage caused (in part) by the data and documents supplied by the client being incorrect and/or incomplete. The client indemnifies Kilic Security Services against all claims in this regard.

21.6 Kilic Security Services is not liable for damage of any kind caused by the freelancer ending their cooperation with Kilic Security Services, even if this happens without observing any notice period, by the freelancer not being present at the start time, or by the freelancer not or not fully performing the hiring agreement due to illness or force majeure on the part of the freelancer.

21.7 Kilic Security Services does not guarantee the accuracy of the information provided by the freelancer. Kilic Security Services is therefore not liable if it turns out that the freelancer has provided incorrect and/or incomplete information to Kilic Security Services and/or the client.

21.8 Kilic Security Services is not liable for damage of any kind that a freelancer causes or has caused to the client or a third party, including damage caused by the freelancer to the property of the client or a third party, or for losses that the client or a third party suffers or has suffered as a result of the acts and/or omissions of the freelancer.

21.9 The client is obliged to take measures to limit damage.

21.10 The client indemnifies Kilic Security Services against claims brought by third parties against Kilic Security Services in respect of incidents, acts or omissions for which Kilic Security Services is not liable under the above. At the first request, the client is obliged to compensate Kilic Security Services for all costs and damage that Kilic Security Services may incur as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph.

21.11 If the client is not satisfied with the work or conduct of Kilic Security Services, the client must bring any legal claims within 1 year. If the client does not act in time, the legal claim becomes time-barred.

Article 22. Kilic Security Services or its management

22.1 Unless performance by Kilic Security Services is permanently impossible, the liability of Kilic Security Services for an attributable failure in the performance of the data processing agreement only arises if the client immediately gives Kilic Security Services notice of default in writing, setting a reasonable period for remedying the failure, and Kilic Security Services still attributably fails to fulfil its obligations after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that Kilic Security Services is given the opportunity to respond adequately.

22.2 Any claim for damages by the client against Kilic Security Services that has not been specified and explicitly reported lapses by the mere expiry of twelve (12) months after the claim arose.

Article 23. Term and termination

23.1 This data processing agreement is concluded once Kilic Security Services has sent this new set of general terms and conditions to the client.

22.2 The data processing agreement is entered into for the duration of the underlying agreement and ends as soon as the underlying agreement ends.

23.3 As soon as the data processing agreement has ended, for whatever reason and in whatever manner, Kilic Security Services will destroy all personal data of the client in its possession, and any copies thereof, within a reasonable period.

Article 24. Complaints

24.1 Kilic Security Services will perform the agreement with the client with the utmost care and in accordance with the standards applicable in the industry.

24.2 Complaints about the way in which Kilic Security Services performs the agreement must be reported to Kilic Security Services in writing as soon as possible, but no later than one week after they arise. Kilic Security Services is obliged to respond to the complaint within 14 days.

24.3 Kilic Security Services and the client will endeavour to resolve the complaint by mutual consultation. If the parties cannot resolve the complaint between themselves, either or both parties may bring the dispute to the attention of the Dutch Disputes Committee for Business Matters (Geschillencommissie voor ondernemerszaken) as soon as possible. As of 6 March 2024, Kilic Security Services has joined the Disputes Committee in order to resolve disputes, including those with its clients, through the intervention of the Disputes Committee. The decision of the Disputes Committee is binding, subject to appeal to the court.

24.4 All agreements concluded and obligations arising from them are governed exclusively by Dutch law.

24.5 Complaints never entitle the client to suspend payment obligations.

Article 25. Confidentiality

25.1 The parties guarantee the confidentiality of all information received from the other party that they know or should know is confidential in nature. Information is in any case regarded as confidential if it has been designated as such by one of the parties. This duty of confidentiality applies for a period of five (5) years after the end of the agreement between the parties.

25.2 The client is not entitled to use information made available by Kilic Security Services for any purpose other than that for which it was obtained.

25.3 The parties are not bound by the obligations referred to in Articles 25.1 and 25.2 if:

• the information concerned was already known to the party concerned before it was received from the other party;

• the information concerned was already publicly known before it was received from the other party;

• the information concerned became public after it was received from the other party;

• the information concerned must be made public on the basis of a legal obligation;

• both parties consent to the disclosure of the information concerned.

25.4 If, on the basis of a statutory provision or a court ruling, Kilic Security Services is obliged to disclose confidential information to a third party designated by law or by the competent court, and Kilic Security Services cannot invoke a right of non-disclosure recognised or permitted by law or by the competent court, Kilic Security Services is not obliged to pay any damages or compensation and the client is not entitled to terminate the agreement on the grounds of any damage arising as a result.

Article 26. Suspension and interim termination

26.1 Kilic Security Services is entitled to suspend the performance of its obligations towards the client if:

• the client fails to meet its payment obligations;

• Kilic Security Services has become aware that the client will not fulfil its counter-performance towards Kilic Security Services;

• the client fails to provide the security it has promised or is expected to provide for the fulfilment of its payment obligations, etc.

26.2 If the client fails to fulfil its obligations under the agreement, Kilic Security Services is entitled, in addition to what is provided in the agreement, to terminate the agreement out of court by registered letter, but not before the client has been given notice of default in writing and a reasonable period to remedy the failure. As long as the default continues, Kilic Security Services is entitled to suspend the performance of its obligations.

26.3 Furthermore, each party is entitled, without any reminder or notice of default being required, to terminate the agreement out of court, in whole or in part, with immediate effect by registered letter if:

• the other party applies for (provisional) suspension of payments or is granted (provisional) suspension of payments;

• the other party files for its own bankruptcy or is declared bankrupt;

• the business of the other party is liquidated;

• the other party discontinues its current business;

• through no fault of the one party, a substantial part of the assets of the other party is attached, or the other party must otherwise be deemed no longer able to fulfil its obligations under the agreement.

26.4 Amounts invoiced by Kilic Security Services to the client before termination in connection with what Kilic Security Services has already performed in execution of the agreement remain fully owed by the client to Kilic Security Services and become immediately payable at the moment of termination.

Article 27. Electronic communication

27.1 During the performance of the work, Kilic Security Services and the client may communicate with each other by electronic means.

27.2 Kilic Security Services and the client are not liable to each other for any damage that either or each of them may suffer as a result of the use of electronic means of communication, including but not limited to damage resulting from non-delivery or delayed delivery of electronic communication, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses, and the failure or malfunction of the telecommunications network or other means required for electronic communication, except insofar as the damage is the result of intent or gross negligence.

27.3 Both Kilic Security Services and the client will do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.

27.4 The data extracts from the sender's computer systems constitute conclusive evidence of (the content of) the electronic communication sent by the sender until the recipient has provided evidence to the contrary.

Article 28. Force majeure

28.1 In these general terms and conditions, force majeure means, in addition to what is understood by this in law and case law, all external causes, foreseen or unforeseen, over which Kilic Security Services has no control, but as a result of which Kilic Security Services is unable to fulfil its obligations.

28.2 If it appears that the performance of an agreement becomes difficult or impossible for Kilic Security Services as a result of force majeure, Kilic Security Services is entitled to terminate the agreement, insofar as it has not yet been performed, by means of a written statement, informing the client of the circumstances that make further performance difficult or impossible.

Article 29. Evidence

29.1 With regard to the monetary extent of the mutual obligations under the agreement concluded with the client, the administrative records of Kilic Security Services are decisive, subject to evidence to the contrary by any means.

Article 30. Amendment

30.1 Kilic Security Services is entitled to amend these general terms and conditions. The amended provision(s) take(s) effect on the date stated in the amendment decision. After the amendment, a new version of the general terms and conditions will be available to read and download on the website of Kilic Security Services.

Article 31. Severability clause

31.1 If any provision of these general terms and conditions or of the underlying agreement is wholly or partly null and void and/or invalid and/or unenforceable, as a result of any statutory provision, court ruling or otherwise, this will have no effect whatsoever on the validity of all other provisions of these general terms and conditions.

Article 32. Terms or the underlying agreement

32.1 If a provision of these general terms and conditions or of the underlying agreement is not valid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, that provision will, in the first instance, automatically apply with the most far-reaching or extensive more limited scope or purport with which or in which it is valid.

32.2 Without prejudice to the provisions of paragraph 32.1, the parties may, if desired, consult with each other in order to agree new provisions to replace the void or annulled provisions. In doing so, the purpose and purport of the void or annulled provisions will be followed as closely as possible.