General Terms and Conditions

Article 1: Definitions

1.a “Client” refers to any (legal) person wishing to enter into or having entered into an agreement with Lean Travel Management, or any party to whom a quotation has been issued, or any party expressing an interest in using the services offered by the Contractor.

1.b "Contractor" refers to Lean Travel Management or any third party designated by Lean Travel Management.

Article 2: Applicability

2.a These general terms and conditions apply to all quotations, (oral) agreements, and/or other legal relationships directly or indirectly related to products, goods, and services offered by the Contractor.

2.b The applicability of the Client’s general terms and conditions is expressly rejected, as provided for in Article 6:225(3) of the Civil Code.

2.c The Contractor has the right to unilaterally modify these general terms and conditions. Changes will be communicated to the Client by email and take effect thirty (30) days after notification.

2.d If any provision of these general terms and conditions or the agreement is declared null and void, invalid, unenforceable, or destructible, the remaining provisions shall remain in full force, provided that they are not inseparably connected with the null or unenforceable provision(s). The parties will replace the invalid provision with a valid provision in accordance with the purpose and intent of the agreement.

2.e In case of discrepancies between language versions of these general terms and conditions, the English version shall prevail.

2.f In addition to these general terms and conditions, specific subscription conditions may apply to the Agreement. In case of conflicts, the subscription conditions take precedence.

Article 3: Quotation and Project Scope

3.a All quotations from the Contractor are non-binding unless stated otherwise in writing.

3.b Notwithstanding subsection a, the offer expires 30 calendar days after the Contractor sends the quotation.

3.c Acceptance is communicated in writing.

3.d The Contractor has the right to adjust the price for the services provided in case of changes in the scope of the quoted project. The Contractor has the right to charge for necessary additional work.

3.e Prices are revised periodically (usually on January 1 and/or July 1) based on wage and inflation figures.

3.f For the duration of the project, the Client grants the Contractor the exclusive right to carry out the assigned task.

Article 4: Project Execution

4.a The Contractor will carry out the quoted project to the best of its knowledge and ability. The Contractor will make reasonable efforts to perform the work properly but cannot guarantee a specific outcome.

4.b The Client ensures that all data necessary for the project, as indicated by the Contractor, is provided in a timely manner. If the required data is not provided on time, the Contractor has the right to suspend the project's execution and/or charge the Client for additional costs resulting from the delay.

4.c The Contractor has the right to have work performed by third parties, who will also be bound by the terms and conditions between the Client and the Contractor.

Article 5: Delivery

5.a If a deadline for specific activities within the project is agreed during the project, it is indicative and not a strict deadline.

5.b If the Contractor expects to miss a delivery deadline, the Contractor will inform the Client accordingly.

Article 6: Reporting

6.a Reporting will follow the project proposal as quoted. If the quotation does not specify a reporting method, reports will be in English and the Contractor will communicate by email.

Article 7: Change in Project Scope

7.a If it becomes necessary during the project to change or supplement the activities for proper execution, the parties will adjust the project scope through timely mutual agreement.

7.b If the parties agree to change or expand the project scope, the delivery time and agreed project price may change.

7.c Notwithstanding subsection b, the Contractor may not charge additional costs if the change or expansion results from circumstances attributable to the Contractor.

Article 8: Confidentiality

8.a The parties are obligated to maintain the confidentiality of all confidential information obtained from each other or from other sources in connection with the project. Information is considered confidential if it is disclosed by the other party or if its nature makes it confidential.

Article 9: Intellectual Property

9.a All copyrights and other intellectual property rights relating to the services provided by the Contractor belong to the Contractor. The Client acknowledges these rights and shall refrain from infringing them.

9.b All documents provided by the Contractor are intended exclusively for use by the Client. The Client may not disclose or reproduce information obtained from the Contractor in any form, unless such disclosure is expressly permitted in writing by the Contractor or is required by the purpose of the project.

9.c The Client indemnifies the Contractor against all third-party claims regarding intellectual property rights related to the publication of the information and documents provided to it.

9.d The Contractor reserves the right to use knowledge acquired during the performance of the work for other purposes, provided that no confidential information of the Client is disclosed to third parties.

Article 10: Prices

10.a All prices and cost estimates are exclusive of VAT unless otherwise stated.

10.b If no fixed price is agreed, the price will be based on the actual hours worked. It will be calculated using the Contractor's standard hourly rates applicable during the period of work, unless a different hourly rate is agreed.

10.c Unless otherwise agreed in writing, all invoices issued by the Contractor shall be denominated and payable in either EURO or  United States Dollars (USD)

10.d Payments shall be made in full, without deduction, withholding, or set-off. The customer shall be responsible for any bank charges, transfer fees, or currency conversion costs incurred in making the payment.

10.c If a payment is made in a currency other than EURO or USD without prior written agreement, the Contractor reserves the right to convert the amount received into USD using the applicable exchange rate on the date of receipt. Any resulting shortfall shall remain payable by the customer.

Article 11: Invoicing and payment

11.a The Contractor or a third party appointed by the Contractor will invoice the Client upon completion of the agreed service.

11.b Payment must be made within 30 days of the invoice date, unless otherwise agreed, in the currency in which the invoice is issued.

11.c After the expiration of the 30-day payment term, or the agreed term, from the invoice date, the Client is in default without further notice. The Client is liable for interest on the overdue amount from the moment of default at a rate of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate applies.

11.d In case of liquidation, bankruptcy, or suspension of payments, the claims of the Contractor and the obligations of the Client towards the Contractor become immediately due and payable.

11.e If the Client fails to fulfil one or more of its obligations, all reasonable costs incurred to obtain satisfaction, in or out of court, will be borne by the Client.

11.f The Client may pay by bank transfer or credit or debit card.

Article 12: Liability & Indemnification

12.a Unless acting intentionally or with conscious recklessness, the Contractor is not liable for any damages suffered by the Client that are directly or indirectly related to the performance, non-performance, or improper performance of the Agreement, or that otherwise result from circumstances attributable to the Contractor. The Contractor is not liable for consequential, indirect, or business losses.

12.b Under no circumstances is the Contractor liable for damages caused by assistants and/or third parties engaged by the Contractor in the execution of the Agreement.

12.c Liability is limited to the invoice value of the relevant part of the Agreement and the period to which the liability relates, up to a maximum of six (6) months, and only to the extent that the damage is covered by the Contractor’s liability insurance.

12.d Damage for which the Contractor is liable under the previous subsection is only eligible for compensation if the Client has informed the Contractor of this within 30 days after its occurrence, unless the Client can reasonably demonstrate that it could not have reported this damage earlier.

12.e Unless intentional or consciously reckless, the Client indemnifies the Contractor against claims - including legal costs -

Article 13: Force Majeure

13.a The Contractor is not liable in the event of force majeure. In addition to the circumstances understood as force majeure under applicable law and case law, the parties define force majeure as any external cause, whether foreseeable or unforeseeable, beyond the Contractor’s control that prevents the Contractor from fulfilling its obligations. Force majeure includes, but is not limited to, strikes, excessive employee absenteeism, (temporary) staff shortages, fire, office and technical malfunctions within the Contractor’s office or at third parties engaged by the Contractor, especially search engine and internet providers and related infrastructure facilities, as well as circumstances where, at the Contractor’s discretion, there is insufficient data, incorrect data is provided, or the Client fails to cooperate sufficiently.

13.b In the event of force majeure, the Contractor is entitled to consider the agreement, in whole or in part, dissolved, to dissolve it, or to cancel the assignment without owing the Client any compensation. In such cases, the Contractor must inform the Client immediately.

13.c If, in the event of force majeure, the Contractor can partially fulfill its obligations, it is entitled to separately invoice the part already performed or performable, and the Client is obliged to pay this invoice as if it were a separate agreement.

Article 14: Transfer and Amendment of the Agreement

14.a Neither party may transfer the rights and obligations under this agreement or encumber them without the written consent of the other party. This provision has property law effect.

14.b Entities and persons who are not parties to the Agreement cannot derive any rights from the Agreement and cannot invoke any provision in the Agreement.

Article 15: Competent Court and Applicable Law

15.a All agreements between the parties and any obligations arising from or related to them are governed by Dutch law.

15.b All disputes arising from or related to the agreements and obligations referred to in the preceding paragraph will be exclusively brought before the District Court in Rotterdam in the first instance.

Article 16: Subscription Term and Renewal

16.a The Subscription shall commence on the Effective Date and shall remain in effect for an initial fixed term of one (1) year (the “Initial Term”).

16.b Upon expiry of the Initial Term, the Subscription shall automatically renew for successive periods of one (1) year (each a “Renewal Term”), unless either party gives the other party at least two (2) months’ prior written notice of termination before the end of the Initial Term or the then-current Renewal Term.