Terms & Conditions
LMNS has deposited the below terms and conditions at the Eindhoven trade register. These terms of delivery and payment apply when doing business with LMNS and are referred to in every offer. A PDF version is available upon request: our contact details can be found here. Further, you may order the deposited T&C’s from the trade register (KvK) here. Business details are also available at the KvK website.
Definitions and Interpretation
Additional Charges – means any additional costs incurred by LMNS as a result of specification variations or the actions or inactions of the Client or its agents for which LMNS will be reimbursed by the Client;
Client – means the person or company for whom LMNS has agreed to provide the Specified Consultancy Service in accordance with these Conditions;
Conditions – means LMNS’ standard terms and conditions for the supply of consultancy services set out in this document;
Contract – means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;
Contract Period – means the time to complete the Specified Consultancy Service stated in the Specification.
Document – includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, tape or other device embodying visual images and any disc, tape, flash drive or other device embodying any other data;
Input Material – means any Documents or other materials, and any data or other information provided by the Client to LMNS relating to the Specified Consultancy Service;
Key Consultant – means any key LMNS expert named in the Specification;
Output Material – means any Documents or other materials, and any data or other information provided by LMNS to the Client relating to the Specified Consultancy Service;
Parties – means the Client and LMNS;
Price – means the price or fee to be paid by the Client to LMNS for the Specified Consultancy Service;
Special and Overriding Terms and Conditions – means any additional terms and conditions included in the Specification that are in addition to and / or override these Conditions.
Specification – means the details of the Specified Consultancy Service;
Specified Consultancy Service (“Services”) – means the service to be provided by LMNS for the Client and referred to in the Specification.
General Duties of LMNS
2.1 – LMNS shall provide the Specified Consultancy Services to the Client in a professional manner with due care and diligence to the best of its abilities.
2.2 – LMNS accepts no liability for the use of any information or data provided.
2.3 – LMNS shall not be restricted in providing similar services to other third parties.
2.4 – LMNS shall use consultants or subcontractors with appropriate skills and experience for the provision of Services, or shall supply the Specified Consultancy Service using the Key Consultant where identified and shall have the right to nominate alternative consultants if any or all of the Key Consultants become unavailable.
Client’s Obligations
3.1 – LMNS may need access to the Client’s facilities, information, tools, and resources for and during the provision of the Services. If so requested by LMNS, the Client, without charge to LMNS, will provide access to these to the extent reasonably requested by LMNS and shall co-operate with LMNS to the extent reasonably required to achieve the objectives set out in the Specification. The Client shall further make decisions and inform LMNS of the results of those decisions when LMNS reasonably requests it to do so for LMNS’ performance of the Services.
3.2 – The Client acknowledges that, in giving any opinion or advice in the course of provision of the Services, LMNS relies on the information about the Client or any project described in the Specification provided to it by the Client and does not seek to establish the reliability of such information; accordingly, the Client:
3.2.1 – undertakes to provide complete and accurate information about itself and about any such project which is or may be relevant to the Services and to provide such other information as LMNS may reasonably request; and
3.2.2 – warrants that any such information provided is accurate, complete and not misleading.
Price of Services
4.1 – The Price, unless otherwise so stated, shall be exclusive of value added tax which shall be payable by the Client (subject to receipt of a VAT invoice) at the rate prevailing at the relevant tax point. The Price shall further be exclusive of sales and similar taxes of any kind.
4.2 – The Price includes the cost of all Materials unless otherwise expressly stated in the Contract.
4.3 – Exceptional costs including exceptional travelling costs may be itemised separately in the specification or subject to a separate additional charge based on actual costs incurred by LMNS.
4.4 – No variation in the Price will be accepted by LMNS without its express consent in writing.
4.5 – LMNS may invoice the Client for Services performed notwithstanding completion of the Services has been delayed by the Client’s failure to meet its obligations.
Variations and Additional Charges
5.1 – LMNS shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs being incurred by LMNS.
5.2 – LMNS shall give not less than two weeks’ written notice to the Client of its intention to invoice the Additional Charges.
5.3 – All Additional Charges are exclusive of any value added tax, for which the Client shall be additionally liable.
5.4 – LMNS’ Additional Charges shall be paid by the Client together with any applicable value added tax and without any set-off or other deduction within 14 days of the date of LMNS’ invoice.
5.5 – No variations to the Contract shall be made or binding unless agreed in writing by the Parties.
Force Majeure
6.1 – If either party is affected by Force Majeure it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
6.2 – LMNS shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, LMNS shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.
6.3 – Save as provided for in clause 14, a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.
Warranties and Liabilities
7.1 – LMNS warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with the Specification and at the intervals and within the times referred to in the Specification.
7.2 – Where in connection with the provision of the Specified Consultancy Service LMNS supplies any goods or services supplied by a third party, LMNS does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the entity supplying the goods to LMNS.
7.3 – The Client acknowledges and agrees that where LMNS designs, builds, develops, delivers, customises or integrates any product or other deliverable provided as part of the Contract (including without limitation software and / or hardware) it does so as a consultant providing services and not as a supplier or manufacturer of goods.
7.4 – Any claim by the Client of any breach by LMNS of the Contract or these Conditions, must be notified to LMNS within 14 days of the supply of the Specified Consultancy Service. If the Client does not notify LMNS accordingly, the Client will be deemed to have accepted the Specified Consultancy Service and LMNS shall have no liability in relation to the provision of the Specified Consultancy Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, LMNS will at its sole discretion either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
7.5 – LMNS shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
7.6 – LMNS shall not be liable for any defect, wastage or other loss whatsoever in, of or arising from equipment, hardware or software or other items made available to LMNS by the Client (“Client Materials”), which shall be held, worked on and used at the Client’s risk.
7.7 – LMNS shall not be responsible for any loss, damage, cost or expense arising from, or from any defect, mistake or inaccuracy in any Client Materials, or information specified or supplied by the Client; any loss, damage, cost or expense arising therefrom shall be for the sole account of the Client.
7.8 – Except in respect of death or personal injury caused by LMNS’ negligence or as expressly provided in these Conditions, LMNS shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of LMNS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of LMNS under or in connection with the Contract shall not exceed the amount of LMNS’ charges for the provision of the Specified Service, except as expressly provided in these Conditions.
7.9 – Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.10 – Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. LMNS shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of LMNS’ obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions, time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract. Where a timetable is referred to or set out in the Specification, unless otherwise agreed, it is only intended for planning and estimating purposes.
Supply of Specified Consultancy Service
8.1 – LMNS shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions or any Special and Overriding Terms and Conditions must be agreed in writing by LMNS and the Client.
8.2 – No terms or conditions endorsed upon, delivered with or contained in the order or similar from the Client shall form part of the Contract.
8.3 – In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.
8.4 – The Specified Consultancy Service shall be provided in accordance with the Specification provided by LMNS and otherwise in accordance with LMNS’ current brochure or other published literature relating to the Consultancy Services from time to time, subject to these Terms and Conditions.
8.5 LMNS may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.
8.6 – LMNS may at any time, without notifying the Client, make any changes to the Specified Consultancy Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
8.7 – No order submitted by the Client shall be deemed to be accepted by LMNS unless and until confirmed in writing by LMNS.
8.8 – The Client shall be responsible to LMNS for ensuring the accuracy of the terms of any order.
8.9 – No order which has been accepted by LMNS may be cancelled by the Client, except with the agreement in writing of LMNS and on terms that the Client shall indemnify LMNS in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by LMNS as a result of cancellation.
8.10 – The Client shall supply LMNS with all necessary Input Materials within sufficient time to enable LMNS to provide the Specified Consultancy Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
8.11 – The Client shall retain duplicate copies of all Input Material.
8.12 – LMNS shall have no liability for any loss or damage of Input Material, however caused.
Work on Client’s Premises
9.1 – Where LMNS requires access to the Client’s premises for the purposes of performance of the Specified Consultancy Service, the Client shall provide reasonable access and all services necessary to permit LMNS to fulfil its obligations under the Contract at mutually convenient times.
9.2 – LMNS will commit no act or omission at the Client’s premises which would render the Client liable to any person and LMNS shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.
Terms of Payment
10.1 – In the event of no special payment terms being specified, payment of the Price shall be made (i) 50% on acceptance of the order and (ii) 50% on completion of the Specified Consultancy Service.
10.2 – The Client may not withhold payment for any disputed amount greater than the value of rectifying the disputed element of the Specified Consultancy Service.
10.3 – If payment is not made on the due date, LMNS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3 per cent above the base rate from time to time, until the outstanding amount is paid in full.
10.4 – If any payment is not received on the due date, LMNS reserves the right to cease providing any Service until the payment is received.
Intellectual Property Rights and Rights in Input Materials and Output Materials
11.1 – Intellectual Property (“IP”) means patents, rights to inventions, registered designs, copyright and related rights, database rights, design rights, topography rights, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual property rights of any nature including all applications, all rights to apply for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
11.2 – IP and rights to IP which the relevant Party can demonstrate is either already held by it at the date of the Agreement or at any time on or before the relevant time has been acquired or developed by it after the date of this Agreement entirely independently of the Services and of use of any Confidential Information of the other Party, and all modifications thereto and derivative versions thereof created at any time (“Background IP”) shall remain the property of that Party.
11.3 – The Client shall grant to LMNS a royalty-free, non-exclusive, non-transferable license to use the Clients’ Background IP as required to allow LMNS perform its obligations under the Contract.
11.4 – Subject to clause 11.11, to signature of a Royalty Agreement and to payment by the Client of the Price in full and cleared funds, LMNS may assign to the Client IP, other than Background IP, created or developed by LMNS exclusively in the course of performance of the Services (“Foreground IP”).
11.5 – All Foreground Intellectual Property shall belong to LMNS, subject only to the right of the Client to use that intellectual property for the purposes of utilising the Specified Consultancy Service by way of a non-exclusive licence subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.
11.6 – Any Input Material originating from the Client shall belong to the Client.
11.7 – Any Output Material shall, unless otherwise agreed in writing between the Client and LMNS, belong to LMNS, subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Consultancy Service by way of a non-exclusive licence subject only to payment in full of all sums payable under the Contract.
11.8 – Any Input Material or other information provided by the Client which is so designated by the Client, shall be kept confidential by LMNS, and all Output Material or other information provided by LMNS which is so designated by LMNS, shall be kept confidential by the Client, except that the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
11.9 – The Client warrants that any Input Material and its use by LMNS for the purpose of providing the Specified Consultancy Service will not infringe the copyright or other rights of any third party and the Client shall indemnify LMNS against any loss, damages, costs, expenses or other claims arising from any such infringement.
11.10 – Subject to the above clause, LMNS warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Consultancy Service will not infringe the copyright or other rights of any third party and LMNS shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
11.11 – It shall be a condition of an assignment made pursuant to clause 11.4 that the Client shall not enter into a contract with a third party for the manufacture and / or supply of goods embodying all or any part of the Foreground IP unless and until it has given to LMNS not less than 30 days’ notice of its intention to enter into such a contract and LMNS has not by the expiry of such notice confirmed to the Client in writing that it wishes to accept a contract on the same or materially similar terms: if LMNS does so confirm, the parties shall negotiate the terms of such contract promptly and in good faith.
Confidentiality
12.1 – The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by LMNS or its agents and any other confidential information concerning LMNS’ business or its products which the Client may obtain and the Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to LMNS and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.
Forecasts and Recommendations / Third Party Services
13.1 – Statements made by LMNS relating to the Services, and all recommendations, opinions surveys and forecasts (together “Forecasts”) in a Document, or any report, presentation or other communication, are made in good faith on the basis of information available at the time and such Forecasts are addressed only to the Client. Whilst LMNS will use reasonable skill and care in the preparation of such Forecasts, neither LMNS nor any consultant employed or engaged by LMNS shall have any liability in relation to losses or damage incurred as a result of or in relation to the Client’s reliance on such opinions or recommendations and Client acknowledges that such liability is a business risk of the Client.
13.2 – Implementation of the results of the Services and the Client’s completion of any project of which the Services form part, may require the involvement or supervision of or giving advice to third parties engaged by the Client. LMNS strongly recommends that the Client obtain independent advice before entering into any legally binding commitment with any such third parties.
13.3 – LMNS may, during its performance of the Services, make statements about or recommendations of third party products, software, equipment or services. LMNS gives no warranty in relation to such products, software, equipment or services: Client shall rely solely on the warranties and remedies provided by any such third party with whom it may contract.
13.4 – Without limiting any other provision of these terms and conditions, LMNS will use reasonable endeavours to assist the Client to minimise risk and additional cost or delay relating to the involvement in the Client’s project of any third parties involved in manufacturing or the provision of other services or goods to the Client: in no circumstance shall LMNS be liable for any failure by any such third party to supply goods or perform services within particular timescales or specifications.
13.5 – Where the Services include the provision of software, the Client acknowledges that all software contains errors or defects and that the presence of errors or defects in software in particular does not mean that the Services have been performed negligently or in breach of contract. Accordingly, debugging, error correction or other remedial work will be at the Client’s cost.
Termination
14.1 – Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and, if capable of remedy, fails to remedy the breach within 30 days after being required by written notice to do so.
14.2 – Either party may terminate the Contract forthwith by written notice if the other Party goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation, or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
14.3 – The cost of all and any work completed by LMNS up to the date of termination and any costs incurred by LMNS as a result of a cancellation by the Client will be payable by the Client to LMNS.
14.4 – Termination shall not affect any accrued rights or liabilities arising out of the Contract.
Miscellaneous
15.1 – Non-solicitation: The Client shall not, either during the provision of the Services or for a period of twelve months from completion, employ or offer employment to any member of LMNS’s project team or enter into any kind of business transactions with persons or organisations LMNS employs to render its Services. This shall not prevent the Client from employing or offering employment to a member of LMNS’s project team who responds to an advertisement in the media.
15.2 – Third party rights: No person or entity other than the Client shall have any rights to enforce any of the terms of the Agreement against LMNS.
15.3 – Assignment: Neither Party shall assign the Agreement without the other Party’s prior written consent (not to be unreasonably withheld or delayed).
15.4 – Waiver: No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5 – Severability: If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
15.6 – Notices: Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
15.7 – Acceptance: The Contract shall be deemed accepted by the Client upon the first of (i) the Client’s signature of the Contract, (ii) the Client’s instruction to commence work, (iii) LMNS starting work at the Client’s site or (iv) the Client’s payment of any agreed fee.
15.8 – Entire Agreement: These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Additional Terms and Conditions for LMNS online and onsite training
The following additional terms and conditions apply to LMNS training sessions only:
16.1 – Cancellation: Training engagements must be rescheduled or cancelled within ten (10) business days of the training event, otherwise the full amount of training fees and travel expenses will be due. If Client cancels or reschedules before the deadline stated in the preceding sentence, for the avoidance of doubt, Client will be responsible for any cancellation or change fees LMNS has incurred or may incur in connection with any booked travel.
16.2 – Warranty and Disclaimer: LMNS warrants that it will perform training services in a reasonable manner using generally accepted industry standards and practices. The express warranty set forth above is in lieu of all other warranties, express, implied, statutory or otherwise.
16.3 – Training Materials: All materials provided to Client for training purposes (and all intellectual property rights related thereto) are owned exclusively by LMNS (“Training Material”). LMNS grants Client a limited, non-exclusive license to use and make a reasonable number of internal copies of any Training Material strictly for the purpose of facilitating the understanding and utilisation of LMNS’ know-how, products and / or services.
16.4 – Changes: Changes to the final agenda and scope of a training session requested by Client may incur additional costs; including costs for additional participants in the training session(s); such changes must be discussed with the LMNS Training Manager. Any changes must be agreed to by both parties in writing.
17. Applicable Law and Jurisdiction
17.1 -The Contract shall be governed by and construed in accordance with the laws of the Netherlands and any dispute arising out of or in connection with the Contract will be subject to the exclusive jurisdiction of the Dutch Courts.
