Terms & Conditions

Last updated: January 2023

Definitions

1. You, Client.
2. Hacksclusive: Hacksclusive B.V., a limited liability company having its principal place of business at Lübeckweg 2 2, 9723 HE Groningen.
3. Force Majeure Event: any event or condition which prevents a Party from complying with any of its obligations under this agreement, including but not limited to (i) natural disasters and acts beyond human control ("acts of God"); (ii) strike, lockout, or other industrial action, including those by a third-party service provider, other than those specifically caused by or arising from the affected Party's action or inaction; (iii) war, riot, insurrection, terrorism, vandalism, sabotage, or epidemic; and law, rule, or regulation of any government or governmental agency and executive or administrative order or act of general or particular application.
4. Intellectual Property Rights: Any and all copyright, know-how, technical information, rights in inventions, patents, trade secrets, trademarks and trade names, business names, logos, service marks, moral rights, design rights, rights in get-up, database rights and rights in data, computer data, generic rights, proprietary information rights, the right to sue for passing off, utility models, domain names, rights in goodwill, and all similar or equivalent rights and in each case, whether registered or not, including any application to protect or register such rights and all renewals and extensions of such rights or applications, whether vested, contingent, or future, and wherever existing.
5. Agreement: the offer or quote and the annexes thereto.
6. Project: a Hacksclusive team performing a series of tasks to deliver a particular Service to a Client.
7. Hacksclusive Services: Vulnerability Scan, Security Assessment (or Pentest), Security Monitor, Incident Response, Awareness presentation, Workshop or Training.

Applicability

These terms (the Terms) govern the Client's access to and use of Hacksclusive's services (the Services, consisting of the Hacksclusive Services as defined in the Agreement).

Amendment And Acceptance

The Terms may be modified from time to time but only after providing thirty (30) days written notice to you, and will appear at https://www.hacksclusive.com/terms. If you object to such changes, the Client's sole recourse shall be to terminate the Agreement. The Client's continued use of the Services will constitute its acceptance of any changes or revisions to the Terms.

Intellectual Property

All right, titles, and interests in and to the Services are and will remain the exclusive property of Hacksclusive. Any data generated for the Client shall be the Client's exclusive property.

Cooperation

The Client shall provide all reasonable cooperation to enable Hacksclusive to provide the Services.

Obligations Of The Client

The Client: (i) shall provide all information reasonably required to execute the Services, (ii) declares that all IP addresses that are provided to Hacksclusive belong to the Client, (iii) shall inform the party responsible for the hosting, and (iv) shall adhere to the instructions in the Hacksclusive platform.

Privacy

The Client understands that through its use of the Services, it consents to collecting and using certain personal data as set forth in the Privacy Policy. Please review the Privacy Policy, which forms an integral part of these Terms. Hacksclusive will only use personal information in accordance with its Privacy Policy.

Term And Termination

Any engagement for Services shall be entered into for an indefinite period of time. Any engagement for Services can be terminated by both Parties in writing with a notice period of two months. Hacksclusive and the Client are furthermore permitted to immediately cancel the agreement in writing in case of the other Party's (i) bankruptcy or a request thereto, (ii) suspension of payments (surseance van betaling, article 214 and further of the Dutch Bankruptcy Law) or a request thereto, (iii) liquidation or dissolution, and (iv) continued breach of any of its obligations vis-à-vis the other Party.

Hacksclusive Services

Hacksclusive shall:

1. maintain a Team of security experts;
2. grant the Client online access to the Hacksclusive platform;
3. offer support on business days (Monday to Friday) between 08:00 and 18:00 hours (CET) by support@hacksclusive.com or through the Hacksclusive platform;
4. use its reasonable efforts to respond to any questions and complaints within 2 (two) business days or 48 (forty-eight) business hours. 

Together referred to as the Hacksclusive Services.

• We have ethical hackers check our code before we release the code;
• We run weekly security scans to check for known vulnerabilities;
• We run ongoing researcher programs to have the best ethical hackers check our platform on unknown vulnerabilities;
• We have a responsible disclosure on our website to offer the possibility for everyone to report a vulnerability. 

Confidentiality

1. Neither Party shall at any time during the term of this Agreement and for a period of five (5) years after termination or expiration of this Agreement, publish, disclose, or otherwise divulge any information of a confidential nature of the other Party to any third party, except to authorised representatives who have a need to know such confidential information and who are bound by confidentiality obligations no less stringent than those contained in this Agreement. The receiving Party shall instruct its employees, personnel, and any authorised representatives of its obligations under this Agreement.
2. The receiving Party shall: (i) keep the confidential information in the strictest confidence; (ii) use the confidential information only for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) store the confidential information with the same degree of care as the receiving Party uses to protect its own information of a similar nature, but no less than a reasonable degree of care; (iv) store the confidential information so as to prevent any use of confidential information in violation of this Agreement and/or unauthorised communication of confidential information; and (v) store the confidential information in accordance with any particular and reasonable information security requirements of the disclosing Party for the transmission, storage, or handling of the confidential information.
3. The receiving Party shall promptly notify the disclosing Party in writing of any misuse or misappropriation of its confidential information that may come to the receiving Party's attention.
4. This Agreement imposes no obligation upon a receiving Party with respect to confidential information which: (i) the receiving Party can demonstrate was already in the receiving Party's possession or knowledge and which the receiving Party lawfully acquired other than from the disclosing Party; (ii) is or becomes publicly available through no fault of the receiving Party; (iii) is independently developed by the receiving Party without a breach of this Agreement, which can be demonstrated by documentary evidence; (iv) is disclosed by the receiving Party with the disclosing Party's prior written consent; or (v) is required by law to disclose.

Warranties

1. Hacksclusive warrants that (i) any software developed by Hacksclusive for the provision of its Services shall not infringe the Intellectual Property Rights of any third parties; (ii) such software will conform in all material respects with the specifications agreed; (iii) only qualified employees with security and background clearance in accordance with the non – disclosure section of this Agreement shall carry out Services under this Agreement. 
2. Hacksclusive will do everything in their power to provide the Services as described in this Agreement. Yet due to the nature of the services, Hacksclusive makes no warranty for (i) the completeness of the Services; (ii) any harm to any computer system, loss of data, or other harm that results from the Client's access to or use of the Services. No advice or information, whether oral or written, obtained from Hacksclusive or through the Hacksclusive Services, will create any warranty not expressly made herein.
3. Each Party represents and warrants to the other Party that (i) it has full power and authority to enter into this agreement; (ii) it is the owner of, or is legally authorized to act on behalf of the owner of, the online platform/application to be investigated, (iii) entering into or performing under the agreement will not violate any agreement it has with a third party or any third-party rights.

Limitation of Liability

The total liability of Hacksclusive will never exceed its coverage under its liability insurance. Except liability for death or personal injury arising out of negligence and liability for fraudulent misrepresentation, which shall be unlimited. Hacksclusive shall purchase and maintain proper liability insurance throughout the term of this Agreement. In no event will either Party be liable to anyone for any consequential, indirect, exemplary, special, or incidental damages or pure economic loss, including: (i) lost profits, business opportunities, goodwill, or anticipated savings; (ii) costs of procuring substitute goods or products; or (iii) wasted management or staff time.

General

1. Assignment. Neither Party's rights or obligations under this Agreement will be assigned or delegated without the written consent of the other Party.
2. No waiver. Failure or neglect by either Party to enforce at any time any of the terms of this Agreement shall not be construed or deemed to be a waiver of that Party's rights hereunder.
3. Force majeure. Neither Party shall be liable for any loss or delay to the extent such failure or delay is due to a Force Majeure Event. In the event of a Force Majeure Event, in order for the affected Party to claim the protection of this Section, it must, within fifteen (15) Business Days: (i) notify the other Party of the occurrence of the Force Majeure Event; (ii) indicate the foreseeable duration, if possible; and (iii) inform the other Party of the measures taken or contemplated to mitigate the consequences of the Force Majeure Event. If the Force Majeure Event continues for a period in excess of sixty (60) days, either Party may terminate this Agreement immediately upon written notice. In the event of such termination, work which has already been performed under the contract shall be paid for on a proportional basis and expenses that have been incurred in mutual agreement shall be paid in full, without further liability.
4. Headings. The headings of the Sections and Subsections of this Agreement have been inserted for reference only and shall in no way affect the interpretation of any of the terms or conditions in this Agreement.
5. Independent contractor status. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
6. Entire Agreement. This Agreement represents the entire agreement between the Parties. It replaces and supersedes all previous or contemporaneous oral or written agreements, understandings, or arrangements between the Parties with respect to this subject matter. Each Party acknowledges, to the fullest extent permitted by law, that in entering into this Agreement, it has not relied on any statement, representation, assurance, or warranty other than as expressly set out in this Agreement.
7. Severability. Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court of competent jurisdiction, then: (i) the Parties shall agree to a suitable and equitable provision to be substituted in order to carry out, so far as may be valid and enforceable, the intent and purpose of the impugned provision; and (ii) the remainder of this Agreement shall not be affected.
8. Third Party Rights. This Agreement is made for the Parties' benefit and is not intended to benefit or be enforceable by any third party. The Parties' rights to terminate, rescind, or amend this Agreement, or to reach any settlement relating to this Agreement, are not subject to the consent of any third party.