Sint Hill Consulting / Technology

General Terms and Conditions Sint Hill Technology B.V.

Services to business clients (B2B) - version 1.0, effective 1 November 2026

This is a translation. In case of any discrepancy, the Dutch text prevails.

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Article 1 - Definitions

In these general terms and conditions the following terms have the following meanings:

Sint Hill Technology: Sint Hill Technology B.V., having its registered office in Amersfoort and its business address at Van Asch van Wijckstraat 55, 3811 LP Amersfoort, the Netherlands, registered with the trade register of the Chamber of Commerce (Kamer van Koophandel) under number 42181319, also trading under the trade names Sint Hill Consulting and Sint Hill Technology.
Client: the legal entity or natural person acting in the course of a profession or business that enters into, or wishes to enter into, an Agreement with Sint Hill Technology.
Parties: Sint Hill Technology and the Client together; Party: either of them.
Agreement: any agreement between the Parties, including a quotation, order confirmation, statement of work or contract for services (overeenkomst van opdracht), including any amendments and supplements thereto.
Services: all work that Sint Hill Technology performs for the Client, including advice, consultancy, architecture, implementation, management, security assessments, (penetration) tests, audits, development of scripts, code and automation, and training.
Deliverables: the documents, reports, configurations, code and other materials that Sint Hill Technology creates specifically for the Client and delivers to the Client.
Pre-existing Materials: all methods, know-how, tools, scripts, code, templates, modules, frameworks and documentation that Sint Hill Technology already owned when entering into the Agreement or that Sint Hill Technology develops outside the Agreement, including generic improvements thereof.
Confidential Information: all information of a Party that the other Party knows or reasonably should understand to be confidential, including in any event information about security, vulnerabilities, systems, access credentials, clients, prices and business operations.
In Writing: by letter or email, or by another electronic means of communication whereby the identity of the sender and the content are sufficiently established.

Article 2 - Applicability

These general terms and conditions apply to all quotations, offers, Agreements and Services of Sint Hill Technology, including where Sint Hill Technology engages third parties to perform them.
The applicability of any purchasing or other general terms and conditions of the Client is expressly rejected.
Deviations from these general terms and conditions apply only if the Parties have agreed them In Writing, and only for the Agreement for which they were made.
In the event of any inconsistency, the Agreement (for example the quotation) prevails over these general terms and conditions. A data processing agreement prevails only where it concerns the processing of personal data, and never where it concerns liability.
If a provision is void or is annulled, the remaining provisions remain in force. The Parties shall then replace that provision with a valid provision that approximates the original intent as closely as possible.
These general terms and conditions have been drawn up in Dutch and English. In case of any discrepancy between the two versions, the Dutch text prevails.

Article 3 - Quotations and formation of the Agreement

Quotations and offers of Sint Hill Technology are non-binding and valid for one (1) month, unless the quotation states a different period.
The Agreement is formed at the moment the Client accepts the quotation In Writing, or at the moment Sint Hill Technology, with the Client's consent, commences performance.
A composite quotation does not oblige Sint Hill Technology to perform part of it for a corresponding part of the price. Quotations do not automatically apply to follow-up assignments.
Obvious mistakes or errors in quotations do not bind Sint Hill Technology.
Sint Hill Technology refers to these general terms and conditions in every quotation and sends them along or makes them available electronically. By accepting the quotation, the Client declares that it has received these general terms and conditions and agrees to them.

Article 4 - Performance of the Services

Sint Hill Technology shall perform the Services to the best of its knowledge and ability, in accordance with the requirements of good workmanship. Sint Hill Technology has an obligation to use best efforts (inspanningsverplichting) and not an obligation to achieve a specific result (resultaatsverplichting), unless the Parties have expressly agreed a result In Writing.
Sint Hill Technology may perform the Services in phases and invoice each phase separately.
Sint Hill Technology does not warrant that the Services or Deliverables will prevent every security breach, attack or other incident. Sint Hill Technology does not provide legal advice. Advice on laws, regulations, norms and standards is technical in nature.
The Parties expressly do not intend to enter into an employment contract. Sint Hill Technology performs the Services independently and for its own account and risk, and is not subordinate to the Client. It determines itself how, when, where and with which means it performs the work, taking into account reasonable arrangements with the Client. The Client may give instructions about the desired result, not about the manner of performance. Sint Hill Technology may also work for other clients.
Sint Hill Technology may have (parts of) the Services performed by persons designated by it or by third parties. Sint Hill Technology remains responsible towards the Client for the performance. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code (BW) do not apply. The data processing agreement applies to the engagement of sub-processors.
Stated time limits are indicative and never of the essence (fatale termijn), unless expressly agreed otherwise In Writing. If a time limit is exceeded, the Client must first give Sint Hill Technology notice of default In Writing and allow a reasonable period to still perform.
Work outside the Agreement, or additional work resulting from the Client failing to provide information, cooperation or decisions on time, is charged as additional work at the applicable rates. Sint Hill Technology shall notify the Client of additional work as soon as possible.

Article 5 - Obligations of the Client

The Client shall provide in good time all information, access, accounts, licences and cooperation that Sint Hill Technology reasonably requires, and warrants the accuracy and completeness thereof.
The Client remains responsible for its own systems, environments, data, back-ups, licences and the decision whether or not to follow and apply the advice of Sint Hill Technology.
The Client shall grant Sint Hill Technology, in good time, the access and permissions required for the Services, and shall revoke them as soon as they are no longer needed. If Sint Hill Technology works on location, the Client shall provide a safe workplace. Delay or additional work caused by insufficient access shall be for the Client's account.
If the Client fails to comply with this article, Sint Hill Technology may suspend performance and charge the additional costs at the applicable rates. Sint Hill Technology is not liable for any damage or delay resulting therefrom.

Article 6 - Security work and testing

Prior to security assessments, (penetration) tests, scans, red-team exercises or similar activities, the Parties shall record the scope, the systems, the time window and the contact persons In Writing.
The Client warrants that it is authorised to instruct Sint Hill Technology to test the systems within the scope. Where necessary, it has obtained permission from owners, hosting parties, cloud providers and other third parties. Sint Hill Technology commences only after receipt of a test authorisation signed by an authorised representative of the Client, and may stop the work immediately in case of doubt about authority or scope.
Testing may, even when carried out with due care, lead to disruption, delay or outage of systems or to loss of data. The Client accepts this risk and shall ensure in advance that current back-ups and a recovery plan are in place.
The Client shall indemnify Sint Hill Technology against claims of third parties that relate to work within the agreed scope, unless there is intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Sint Hill Technology's managerial staff.
An assessment or test provides a snapshot in time. Sint Hill Technology does not warrant that all vulnerabilities will be found, or that systems will be secure, error-free or operate without interruption after the work.
Sint Hill Technology shall treat findings and vulnerabilities as Confidential Information. Sint Hill Technology may use anonymised knowledge that cannot be traced back to the Client for its own knowledge development.
Sint Hill Technology deletes login credentials and other means of access obtained during testing no later than thirty (30) days after completion of the relevant work, and other test data no later than ninety (90) days thereafter, unless the Parties agree otherwise. Sint Hill Technology may retain a log of the work performed, without login credentials, as evidence. Sint Hill Technology may, after consultation with the Client and without data that can be traced back to the Client, report vulnerabilities in third-party products to the vendor or to a competent CSIRT or CVD coordinator, such as the NCSC (Dutch National Cyber Security Centre).

Article 7 - Prices and rates

All prices and rates are in euros and exclusive of VAT and other government levies.
The Services are performed for a fixed price or on the basis of the hours actually spent at the agreed hourly rate. If no hourly rate has been agreed, Sint Hill Technology's customary rate applies.
A budget or indicative price is an estimate. If Sint Hill Technology expects it to be exceeded by more than 10%, it shall notify the Client in good time. The Client may then let lapse the part of the assignment that exceeds the indicative price plus 10%.
Travel and accommodation expenses, and costs of licences, tools and third parties deployed specifically for the Client, are charged separately if so agreed.
Sint Hill Technology may index its rates once every twelve (12) months, as of 1 January or as of 1 July, in line with the annual change in the CBS consumer price index (CPI, all households) as last published before the effective date. A negative change does not lead to a reduction. Indexation does not entitle the Client to terminate or rescind the Agreement. Sint Hill Technology shall announce any other rate changes at least two (2) months in advance. The Client may then terminate the Agreement with effect from the date on which a rate change exceeding the indexation takes effect.

Article 8 - Invoicing and payment

Sint Hill Technology invoices monthly in arrears on the basis of hours spent, or in accordance with the schedule set out in the Agreement. Sint Hill Technology may request a reasonable advance payment. If Sint Hill Technology has good grounds to fear that the Client will not pay (on time), it may require security or an (additional) advance payment and suspend performance until it has been provided.
The Client shall pay invoices within fourteen (14) days of the invoice date, unless the Agreement or the invoice states a different period. The payment period is a strict deadline (fatale termijn).
The Client may dispute an invoice only within fourteen (14) days of the invoice date, with reasons and In Writing, without prejudice to Article 17. Disputing an invoice does not suspend payment of the undisputed part.
The Client may not set off or suspend payments.
If the Client does not pay on time, it is in default without notice of default and owes statutory commercial interest (Article 6:119a of the Dutch Civil Code). After an unsuccessful reminder, it also owes the extrajudicial collection costs, calculated in accordance with the Dutch Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
In the event of default, Sint Hill Technology may suspend performance of all Agreements with the Client, including granted access, licences and support, until payment has been made in full. It may retain Deliverables, documents and other items it holds for or from the Client until all due and payable claims have been paid in full.
In the event of bankruptcy, suspension of payments, attachment or liquidation of the Client, all claims of Sint Hill Technology are immediately due and payable.

Article 9 - Term, termination and dissolution

An Agreement for a defined assignment ends by operation of law upon completion of the assignment. An ongoing Agreement applies for an indefinite period, unless the Parties have agreed otherwise.
Either Party may terminate an Agreement for an indefinite period In Writing subject to a notice period of one (1) month. An Agreement for a definite period cannot be terminated early, unless the Agreement permits this. Article 7:408(1) of the Dutch Civil Code does not apply.
Upon termination or ending of the Agreement, the Client shall pay for all Services performed and costs incurred up to the end date. Performances already rendered and the related payment obligations shall not be reversed. Amounts that Sint Hill Technology invoiced prior to the end date remain payable in full.
Either Party may terminate the Agreement with immediate effect In Writing if the other Party is declared bankrupt, applies for suspension of payments, is dissolved or ceases its business.
Sint Hill Technology is never obliged to pay damages upon termination or ending of the Agreement in accordance with this article.
Provisions which by their nature are intended to continue after the end of the Agreement remain in force thereafter. These include in any event the provisions on intellectual property, confidentiality, liability, indemnification, non-solicitation of personnel (Article 18) and governing law.

Article 10 - Changes to the assignment

If it becomes apparent during performance that a change or addition to the Services is necessary, the Parties shall amend the Agreement by mutual consultation. Sint Hill Technology shall inform the Client in advance of the consequences for price and planning.
A change may alter the originally expected lead time. This is not a breach on the part of Sint Hill Technology.

Article 11 - Intellectual property

All intellectual property rights in Pre-existing Materials remain with Sint Hill Technology or its licensors. Sint Hill Technology may continue to use Pre-existing Materials, and the knowledge and experience it gains during the assignment, freely, including for other clients, without using the Client's Confidential Information in doing so.
The intellectual property rights in the Deliverables transfer to the Client as soon as the Client has paid all amounts under the Agreement in full. Sint Hill Technology shall then cooperate in any deeds that may be required. Until that payment, the Client receives a non-exclusive right of use for the agreed purpose.
If Pre-existing Materials have been incorporated into Deliverables, the Client receives, after payment in full, a perpetual, non-exclusive, non-transferable right of use. That right of use applies only to use within the Client's own organisation and its affiliated group companies, including by third parties who manage the Deliverables for the Client, and for the purpose of the Deliverables.
Open-source components remain subject to their own licence.
The Client retains the rights to materials that it provides to Sint Hill Technology. It grants Sint Hill Technology a non-exclusive right of use insofar as necessary for the performance of the Agreement. The Client warrants that this does not infringe the rights of third parties and shall indemnify Sint Hill Technology in that respect.
Sint Hill Technology may cite the Client's name and logo as a reference, unless the Client objects to this In Writing. In doing so, Sint Hill Technology shall never disclose substantive or Confidential Information.

Article 12 - Confidentiality

The Parties shall keep each other's Confidential Information secret. They shall use that information only for the performance of the Agreement and shall disclose it only to employees and engaged third parties who need it for that purpose and who are bound by a comparable duty of confidentiality.
The duty of confidentiality does not apply to information that:
1. was already public or becomes public through no fault of the recipient;
2. the recipient already lawfully possessed, or has developed independently;
3. the recipient has lawfully obtained from a third party without a duty of confidentiality;
4. must be disclosed pursuant to law, a court ruling or an order of a supervisory authority. The recipient shall then inform the other Party in advance, insofar as this is permitted.
The duty of confidentiality applies during the Agreement and for five (5) years after its end. For information about vulnerabilities, security measures and access credentials, it applies for as long as the information remains confidential in nature.
If the Client breaches this article, it shall forfeit to Sint Hill Technology an immediately payable penalty of EUR 5,000 per breach, plus EUR 500 for each day that the breach continues, up to a maximum of EUR 25,000 per breach, without any notice of default being required. In addition, Sint Hill Technology retains the right to full compensation of damages.
At the request of the disclosing Party, and in any event at the end of the Agreement, the recipient shall return or destroy Confidential Information. Copies that must be retained by law or in automatic back-ups are not covered by this. They remain subject to the duty of confidentiality.

Article 13 - Personal data

If, in performing the Services, Sint Hill Technology processes personal data on behalf of the Client, Sint Hill Technology is the processor and the Client is the controller within the meaning of the GDPR. The Parties shall enter into a data processing agreement for that purpose. If the Parties have not concluded one separately, Sint Hill Technology's standard data processing agreement applies, as published at www.sinthill.com/data-processing-agreement and sent on request. Notifications under it are then sent to the Client's contact person named in the Agreement.
The Client warrants that it has a legal basis for the processing and that it gives Sint Hill Technology instructions lawfully.

Article 14 - Liability

Sint Hill Technology's liability, on whatever ground, is limited to compensation of direct damage. Per event, it shall never exceed the fees (exclusive of VAT) that Sint Hill Technology invoiced under the relevant Agreement in the twelve (12) months prior to the event causing the damage (in the case of a data processing agreement: the fees under the Agreement for which the processing takes place), with a maximum of EUR 1,000,000. A series of related events counts as one event. Sint Hill Technology's total liability shall never exceed EUR 1,000,000 per calendar year.
If Sint Hill Technology's professional or business liability insurance pays out in the relevant case, liability is furthermore limited to the amount paid out, plus the deductible. If the insurer does not pay out, for whatever reason, only paragraph 1 applies, with at least the fee agreed for the assignment as its basis.
Direct damage is exclusively:
1. reasonable costs of establishing the cause and extent of the damage;
2. reasonable costs of making Sint Hill Technology's defective performance conform to the Agreement, unless that defect cannot be attributed to Sint Hill Technology;
3. reasonable costs of preventing or limiting damage, insofar as the Client demonstrates that those costs have led to a limitation of direct damage.
Sint Hill Technology is not liable for indirect damage or consequential damage. This includes in any event: lost profit or revenue, missed savings, business interruption, loss or corruption of data, reputational damage, fines and third-party claims, including fines imposed by supervisory authorities.
Sint Hill Technology is not liable for damage resulting from incorrect or incomplete information from the Client, from the Client following or not following advice, or from work within an agreed test scope. Nor is it liable for damage caused by the functioning of software, hardware, cloud services or other third-party products.
The limitations in this article do not apply in the event of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Sint Hill Technology's managerial staff.
A right to compensation arises only if the Client reports the damage In Writing as soon as possible, and no later than thirty (30) days after discovery. Every claim lapses twelve (12) months after the Client discovered, or reasonably could have discovered, the damage.
This article also applies for the benefit of Sint Hill Technology's directors, employees and engaged third parties. They may invoke it directly.
Sint Hill Technology maintains professional and general liability insurance during the Agreement and provides the Client with proof of insurance upon request.

Article 15 - Indemnification

The Client shall indemnify Sint Hill Technology against all third-party claims relating to the Services, the Deliverables or the Client's use thereof. This does not apply insofar as Sint Hill Technology is itself liable under Article 14, nor in the event of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Sint Hill Technology's managerial staff.

Article 16 - Force majeure

Sint Hill Technology is not obliged to perform if it is prevented from doing so by force majeure. Force majeure includes, in addition to what is understood thereby under statute and case law, in any event:
- failures of suppliers prescribed by the Client;
- disruptions of the internet, electricity, telecommunications, hosting and cloud services;
- cyber-attacks and malware that occur despite reasonable measures;
- illness of the person performing the work;
- strikes and extreme weather conditions (such as a code red warning);
- government measures.
During force majeure, Sint Hill Technology's obligations are suspended. If the force majeure lasts longer than thirty (30) days, either Party may dissolve the Agreement In Writing, without any obligation to pay damages. What Sint Hill Technology has already performed shall be paid for proportionately.

Article 17 - Complaints

The Client shall report complaints about the Services In Writing, with reasons, within thirty (30) days after the Client discovered, or reasonably could have discovered, the defect. Thereafter the Client is deemed to have accepted the Services.
If a complaint is well-founded, Sint Hill Technology shall remedy or re-perform the relevant work. If that is no longer meaningful, Sint Hill Technology shall issue a proportionate credit. A complaint does not suspend the payment obligation.

Article 18 - Non-solicitation of personnel

During the Agreement and for one (1) year thereafter, the Client shall not employ, nor have work for it, directly or indirectly (for example via an intermediary or its own company), persons who are or have been involved in the performance on behalf of Sint Hill Technology. This does not apply if Sint Hill Technology has given prior consent In Writing.
In the event of a breach, the Client shall forfeit, without notice of default being required, per person an immediately payable penalty equal to the fees (exclusive of VAT) that Sint Hill Technology invoiced for the work of that person in the six (6) months prior to the breach, with a minimum of EUR 50,000 per person. This is without prejudice to Sint Hill Technology's right to full compensation of damages.

Article 19 - Assignment and miscellaneous provisions

The Client may not assign rights and obligations under the Agreement to a third party without the prior consent of Sint Hill Technology In Writing. Sint Hill Technology may assign the Agreement to an affiliated company or to a successor to its business.
Sint Hill Technology may amend these general terms and conditions. Amendments take effect one (1) month after publication. An ongoing Agreement falls under the new version only if the Client agrees to this In Writing or upon renewal. The Client may terminate an ongoing Agreement with effect from the effective date of a material amendment to its detriment.
Sint Hill Technology's records constitute full evidence of the Services performed and hours spent, subject to evidence to the contrary.

Article 20 - Governing law and disputes

Each Agreement is governed exclusively by Dutch law. The Vienna Sales Convention (CISG) is excluded.
Disputes shall be submitted exclusively to the competent court of the District Court of Midden-Nederland (Rechtbank Midden-Nederland), unless mandatory law provides otherwise.
The Parties shall first attempt to resolve a dispute through mutual consultation before going to court.

These general terms and conditions have been filed with the Netherlands Chamber of Commerce (Kamer van Koophandel) and are available at www.sinthill.com/terms-and-conditions. They will be sent free of charge on request.