GTC
General Terms and Conditions
Effective Date: 03 March 2026
1. Introduction
1.1 Scope
These General Terms and Conditions (“GTC”) apply to all services provided by IProLoop (“Company”, “we”, “us”, “our”) to its clients (“Client”, “you”, “your”).
By requesting, accessing, or using any of our services, you agree to be bound by these GTC. These GTC apply globally. Where mandatory local laws apply, those mandatory provisions remain unaffected.
1.2 Business Customers Only (B2B)
These GTC apply exclusively to clients acting in the course of their trade, business, craft, or profession (“Business Clients”). Consumer-specific rights and protections (including withdrawal rights) are excluded to the extent legally permissible and are not addressed in these GTC.
1.3 IProLoop Entities / Contracting Party
“IProLoop” refers to the IProLoop group of entities, including IProLoop B.V. (Netherlands), IProLoop UG (haftungsbeschränkt) (Germany), and IProLoop LLC (USA), as well as any affiliated entity expressly identified in an engagement document. The contracting party for each engagement will be the IProLoop entity named in the applicable Service Agreement / Purchase Order / SOW / Training Offer (“Contracting Entity”). Only the Contracting Entity assumes obligations and liabilities under that engagement.
2. Definitions
- “Services” means services provided by IProLoop under Procure+, Secure+, Expert Resourcing, and IProLoop Academy, as described in these GTC and/or the applicable engagement document.
- “Procure+” means procurement and supply chain execution services, including loop-based delivery frameworks where applicable.
- “Secure+” means network and cloud security consulting and delivery services.
- “Expert Resourcing” means matching, coordinating, and enabling qualified professionals (experts/partners), including Expert Pool participation.
- “IProLoop Academy” means training and enablement services for individuals and client teams.
- “Engagement Document(s)” means the Service Agreement / Purchase Order / Statement of Work (SOW) / Training Offer (including annexes) defining scope, deliverables, timelines, responsibilities, and fees.
- “Training Offer” means the written offer/order for Academy services defining training scope, format, content, duration, pricing, and conditions.
- “Deliverables” means agreed outputs under an engagement (e.g., reports, recommendations, documentation, training materials, project outputs).
- “Expert Pool” means IProLoop’s vetted network of independent professionals supporting Expert Resourcing engagements.
- “Subcontractor” means a third party engaged by IProLoop to support delivery.
3. Scope of Services
3.1 Service Portfolio (IProLoop Pillars)
IProLoop provides services under the following pillars, as defined in the applicable engagement document:
- a) Procure+ (Procurement & Supply Chain Execution)
Consulting and delivery support to improve procurement and supply chain performance, which may include: procurement strategy, sourcing support, supplier management, benchmarking, negotiation support, operational procurement stabilization, and structured delivery frameworks (“IProLoop Value Loops”). - b) Secure+ (Network & Cloud Security)
Consulting and delivery services to secure client environments across network, cloud, and hybrid infrastructures, which may include: security assessments, architecture and implementation support, risk and compliance alignment, access control, data protection concepts, monitoring/logging concepts, and security operations enablement. - c) Expert Resourcing (Experts, Partners, Expert Pool)
Matching and coordination of qualified professionals for client assignments and delivery, including expert placement, partner-based delivery support, onboarding readiness, and engagement coordination. - d) IProLoop Academy (Training & Enablement)
Training programs and enablement services delivered as defined per Training Offer.
3.2 Engagement Documents Govern
Scope, deliverables, timelines, assumptions, responsibilities, and fees are defined exclusively in the applicable Engagement Document(s). In case of conflict, the Engagement Document prevails for that engagement.
3.3 Out-of-Scope Work
Any services not explicitly included are out of scope. Additional work requires a written change request and written approval (including fee/timeline impacts).
3.4 Change Control
Changes to scope, deliverables, timelines, or fees must be agreed in writing by both parties before implementation.
3.5 Order of Precedence
If there is any conflict, the following order applies for that engagement only:
- Engagement Document(s) incl. annexes (SLA, DPA, Security Annex etc.)
- These GTC
Deviations apply only to the relevant engagement and do not amend these GTC globally.
4. Delivery Principles and Responsibilities
4.1 IProLoop Responsibilities
IProLoop will provide Services with reasonable care, skill, and professional diligence and will use reasonable efforts to deliver agreed Deliverables within the timeframes set out in the Engagement Document(s).
4.2 Client Responsibilities
The Client must provide timely information, access, approvals, system availability (where required), and cooperation necessary for IProLoop to perform the Services. Delays caused by missing Client inputs may impact timelines, costs, and delivery dates.
4.3 No Guarantee of Outcome
Unless expressly agreed in writing, IProLoop does not guarantee specific results.
4.4 Communication (General Inquiries)
To prioritize delivery focus, IProLoop may not provide phone support for general inquiries. Once an engagement is confirmed, delivery communication channels may be provided as part of engagement setup.
4.5 Unsolicited Offers and Misuse of Contact Channels
IProLoop’s channels are intended for legitimate service-related inquiries. Unsolicited marketing, cold sales pitches, irrelevant offers, automated submissions, scraping, or repeated misuse may be ignored, blocked, deleted, and may trigger technical and/or legal measures. Recruitment agencies are subject to Section 8.5.
4.6 Acceptance of Deliverables
Unless otherwise agreed, the Client shall review Deliverables within 10 business days after delivery (“Review Period”). Deliverables are deemed accepted if (i) accepted in writing, or (ii) no specific and substantiated defect notice is received within the Review Period, or (iii) the Client uses the Deliverable in production or operationally.
If valid defect notices are provided, IProLoop will remedy within a reasonable time; acceptance repeats for the corrected parts.
4.7 Security Services Disclaimer (Secure+)
Unless expressly agreed in a SOW/SLA, Secure+ Services do not include 24/7 monitoring, incident response retainers, managed security operations, or emergency support. Recommendations require Client implementation decisions and operational controls.
4.8 Subcontractors and Expert Pool Resources
IProLoop may use qualified subcontractors and Expert Pool resources to deliver Services. Unless agreed otherwise, IProLoop remains responsible for delivery as agreed. IProLoop will ensure appropriate confidentiality and data protection obligations where applicable.
5. Fees, Invoicing, and Payment
5.1 Service Fees
Fees, rates, milestones, and reimbursable expenses (if any) are defined in the Engagement Document(s).
5.2 Invoicing and Due Date
Unless otherwise stated, invoices are due within 30 days from invoice date.
5.3 Late Payment
If overdue, IProLoop may charge statutory interest, suspend Services, and recover reasonable collection and enforcement costs, as legally permissible.
5.4 Currency and Bank Charges
Payments shall be made in EUR unless otherwise agreed. The Client bears transfer fees and bank charges so that the invoiced amount is received in full.
5.5 No Waiver
Acceptance of late or partial payment does not waive IProLoop’s rights.
5.6 Expenses and Travel Costs
Reimbursable expenses (if agreed) require prior written approval and will be invoiced at cost against receipts. Travel time and travel expenses are billable/reimbursable as set out in the Engagement Document(s).
5.7 Taxes and Withholding
Fees are exclusive of VAT/sales taxes unless stated otherwise. If the Client must withhold taxes, the Client shall gross up payments so that IProLoop receives the full invoiced amount, unless a valid exemption certificate is provided in advance.
6. Expert Pool – One-Time Validation Fee
6.1 EUR 80 becomes due only after profile review, approval, and activation.
6.2 Covers validation, verification, onboarding readiness, and matching coordination.
6.3 Credited back (offset) with first project settlement upon successful first paid assignment completion.
6.4 No subscriptions.
6.5 Non-refundable except for the credit mechanism and mandatory law.
7. Data Protection and Privacy
7.1 Compliance with applicable laws (GDPR, CCPA/CPRA, LGPD, PIPEDA where relevant).
7.2 DPA may be executed where processing on behalf of Client occurs.
7.3 Appropriate technical and organizational measures.
8. Intellectual Property
8.1 IProLoop retains ownership of methodologies, frameworks, tools, templates, training materials, know-how, and pre-existing materials.
8.2 Upon full payment, Client receives a non-exclusive, non-transferable license for internal business use.
8.3 No reproduction/distribution/publication/sublicensing/derivatives beyond permitted use without written consent.
8.4 Website content and job postings are protected; copying/scraping/republication/framing/commercial use prohibited without consent.
8.5 No agency relationship; no fees without prior written recruitment agreement; unsolicited submissions create no entitlement.
9. Confidentiality
9.1 Confidential information protected and used only for engagement performance.
9.2 Exceptions: public, previously known, independently developed, legally required disclosure (with notice where permitted).
9.3 Survives for 3 years.
9.4–9.7 Proposal Materials confidentiality, permitted disclosure, return/deletion, injunctive relief.
10. Limitation of Liability
10.1 Exclusion of indirect/consequential damages to maximum extent permitted by law.
10.2 Aggregate liability capped at fees actually paid for the Services giving rise to the claim during the 12 months preceding the event.
10.3 Mandatory law carve-out.
11. Term and Termination
11.1 Applies from first request/use and remains effective subject to engagement terms.
11.2 Client termination for material breach after 15 calendar days cure notice.
11.3 IProLoop termination for Client material breach (incl. non-payment), with cure where applicable.
11.4 Effects: outstanding invoices due; return/destroy confidential information on request; survival clauses remain.
12 Dispute Resolution, Governing Law, and Venue
12.1 Good-faith management discussions first.
12.2 ICC arbitration if unresolved within 30 days
12.3 Seat, Language, Gerverning Law (Contracting -Entity Based):
The parties agree that the governing law and seat of arbitration depend on the IProLoop entity identified as contracting party in the applicable engagement document (“Contracting Entity”):
- a) If Contracting Entity = IProLoop B.V. (Netherlands):
- Seat of arbitration: Amsterdam, The Netherlands
- Governing law: Laws of the Netherlands (excluding conflict-of-law rules)
- b) If Contracting Entity = IProLoop UG (haftungsbeschränkt) (Germany):
- Seat of arbitration: Düsseldorf, Germany
- Governing law: Laws of the Federal Republic of Germany (excluding conflict-of-law rules)
- c) If Contracting Entity = IProLoop LLC (USA):
- Seat of arbitration: Raleigh, North Carolina, USA
- Governing law: Laws of the State of North Carolina and applicable U.S. federal law (excluding conflict-of-law rules)
Language: English (unless the engagement document specifies otherwise).
Mandatory Law: Subject to mandatory legal provisions that cannot be excluded.
12.4 Interim/injunctive relief permitted.
12.5 Carve-out for Payment Claims (Court Proceeding:
Notwithstanding the arbitration clause in Section 12.2, IProLoop may bring claims for payment of due fees (including undisputed or overdue invoices) and related late-payment claims (e.g., statutory interest and reasonable collection/enforcement costs) before courts of competent jurisdiction.
To the extent legally permissible, venue and jurisdiction shall be at the seat of the relevant Contracting Entity, or any other venue permitted by applicable law.
13. Force Majeure
No liability for events beyond reasonable control with prompt notice and mitigation. If continuing >90 days, either party may terminate the affected engagement by written notice.
14. Amendments
IProLoop may update these GTC. Updates become effective 14 days after notification (website notice/email/other appropriate channel), unless a later date is specified. Continued use without written objection within the notice period constitutes acceptance.
15. Severability
If any provision is invalid, remaining provisions remain effective; invalid provision replaced by a valid one reflecting original intent.
16. Entire Agreement and Assignment
16.1 These GTC plus the Engagement Document(s) and agreed appendices (e.g., DPA) constitute the entire agreement for the engagement.
16.2 Client may not assign/transfer without IProLoop’s prior written consent. IProLoop may assign within the IProLoop group.
16.3 Notices
Legally binding notices must be sent in writing (including text form where permitted) to the Contracting Entity specified in the engagement document. IProLoop may notify the Client in writing of a different address for service (Registered Office).
Company Details
The IProLoop entity named in the applicable engagement document is the contracting party (“Contracting Entity”). The Registered Office and the Business Address for Operations may differ. Legally binding notices (e.g., payment demands, formal notices, termination notices) must be addressed to the Contracting Entity specified in the engagement document; IProLoop may additionally use an operational address for day-to-day delivery and communication.
Netherlands – IProLoop B.V.
Registered Office: Looskade 20, 6041 LE Roermond, Netherlands
Business Address: Looskade 20, 6041 LE Roermond, Netherlands
Germany – IProLoop UG (haftungsbeschränkt)
Registered Office: Hammfelddamm 4A, 41460 Neuss, Germany
Business Address: Hammfelddamm 4A, 41460 Neuss, Germany
USA – IProLoop LLC
Registered Office: 4030 Wake Forest Road, Ste 349, Raleigh, NC 27609, USA
Business Address (Operations): Forum I – 8601 Six Forks Road, 27615 Raleigh, NC 27609, USA
E-Mail: info@iproloop.com
