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 interest in availing 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 general terms and conditions used by the Client is expressly rejected, as stipulated in Article 6:225 paragraph 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 periodically revised (usually on January 1st and/or July 1st) based on wage and inflation figures.
3.f For the duration of the project, the Client grants the Contractor the exclusive right to fulfill the assigned task.
Article 4: Project Execution
4.a The Contractor will execute 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 the delivery of specific activities within the project is agreed upon during the project's duration, it is indicative and not a strict deadline.
5.b If the Contractor expects not to meet a delivery deadline, the Contractor will inform the Client accordingly.
Article 6: Reporting
6.a Reporting follows the project proposal as quoted. If the quotation does not specify a reporting method, reporting will be in English, and the Contractor will communicate via email.
Article 7: Change in Project Scope
7.a If, during the project's execution, it becomes necessary to change or supplement the activities for proper execution, the parties will adjust the project's scope through timely and 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 Contrary to subsection b, the Contractor cannot charge additional costs if the change or expansion is a result of circumstances attributable to the Contractor.
Article 8: Confidentiality
8.a Parties are obligated to maintain confidentiality regarding all confidential information obtained from each other or from other sources in the context of the project. Information is considered confidential if disclosed by the other party or arising from the nature of the information.
Article 9: Intellectual Property
9.a All copyrights and other intellectual property rights related to the services provided by the Contractor belong to the Contractor. The Client acknowledges these rights and will refrain from any infringement.
9.b All documents provided by the Contractor are exclusively intended for use by the Client. The Client is not allowed to disclose or reproduce information obtained from the Contractor in any form, unless such disclosure is expressly permitted in writing by the Contractor or it arises from the project's purpose.
9.c The Client indemnifies the Contractor against all claims from third parties regarding intellectual property rights related to the publication of the information and documents provided to it.
9.d The Contractor retains the right to use the knowledge acquired during the execution 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 upon, the price will be determined based on the actual hours spent. The price is calculated according to the Contractor's standard hourly rates applicable during the period of the work, unless a different hourly rate is agreed upon.
Article 11: Invoicing and Payment
11.a Invoicing is done by the Contractor or a third party appointed by them upon completion of the agreed-upon 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 payment term of 30 days, 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 is higher, in which case the legal interest 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 defaults on one or more of its obligations, all reasonable costs to obtain satisfaction in or out of court will be borne by the Client.
Article 12: Liability & Indemnification
12.a Unless intentional or consciously reckless, the Contractor is not liable for damages suffered by the Client directly or indirectly related to the execution, non-execution, or incorrect execution of the Agreement, or damages resulting from circumstances otherwise attributable to the Contractor. The Contractor is not liable for consequential damages, indirect damages, and/or business damages.
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 that specific part of the Agreement and the period to which the liability relates, with a maximum of one year, and to the extent that this damage is covered by the liability insurance of the Contractor.
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 regarding claims - including legal costs -
Article 13: Force Majeure
13.a The Contractor is not liable in case of force majeure. In addition to what is understood in the law and jurisprudence, the parties define force majeure as all external causes, foreseen or unforeseen, over which the Contractor has no influence, but which prevent 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 office or with external parties engaged by the Contractor, especially search engine and internet providers and related infrastructure facilities, as well as circumstances, at the discretion of the Contractor, where there is a lack of sufficient data or the provision of incorrect data, or the absence of sufficient cooperation by the Client.
13.b In case of force majeure, the Contractor is entitled to consider the agreement (in whole or in part) as dissolved or to dissolve it, or to cancel the assignment without being obligated to any compensation towards the Client. In this case, the Contractor is obliged to 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 is entitled to transfer the rights and obligations from 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 parties and 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.
