General Terms and Conditions

These General Terms and Conditions apply to business proposals, assignments and agreements under which LManalytics B.V. provides services, unless otherwise agreed in writing. In the event of a conflict between these Terms and a separate written agreement or engagement letter, the separate agreement will prevail. Any deviation from provisions concerning confidentiality, intellectual property, independent development or exclusivity applies only insofar as it has been expressly and sufficiently specifically recorded in writing.

An engagement is established once it has been confirmed in writing or once LManalytics has commenced the work with the client's consent. The nature, scope, planning, fees and any specific deliverables will be set out in a proposal, engagement letter or other written agreement.

LManalytics performs assignments with due care and to the best of its ability. Unless expressly agreed otherwise in writing, an assignment constitutes a best-efforts obligation rather than a guarantee of a specific result.

The client will provide, in a timely manner, the information, decisions, access and cooperation that are reasonably required to perform the assignment. LManalytics may rely on the accuracy and completeness of information provided, unless it is clear that further verification is necessary.

LManalytics will provide the client with the information reasonably required for the performance, progress and accountability of the agreed assignment.

An assignment or collaboration does not give the client a general right to information about, or access to, other activities of LManalytics. These include work for other clients, internal strategies, products and services under development, commercial activities, partnerships, internal analyses, methodologies, models, software, concepts and other information not intended for external disclosure. The mere existence of substantive overlap between an assignment and other activities or developments of LManalytics does not give the client any entitlement to such information.

LManalytics is not required to provide such information unless it is reasonably necessary for the performance of the relevant assignment, disclosure has been expressly agreed in writing or there is a legal obligation to disclose it. If another activity of LManalytics may create a specific and material conflict of interest in relation to the performance of the assignment, LManalytics will act in accordance with the applicable legal and contractual obligations and the standard of care required for the assignment.

The parties will treat confidential information received in connection with the assignment as confidential and use it solely for the purpose for which it was provided, unless other use is necessary for the agreed performance, expressly permitted or legally required. General knowledge, experience, skills and methodologies already held by LManalytics or further developed in the course of the work may be reused, provided that no confidential information of the client is made identifiable. LManalytics will comply with reasonable and applicable integrity, access, security and confidentiality rules of the client insofar as they apply to the assignment and do not conflict with expressly agreed provisions. The applicability or signing of a code of conduct, integrity statement, confidentiality agreement or security protocol does not in itself result in the transfer of intellectual property rights, the waiver of proprietary know-how or a restriction on independent product and service development, unless this has been expressly and specifically agreed in writing.

Where an assignment requires specialist technical, legal, privacy, security or other expertise, such expertise may be engaged in consultation with the client. The use of third parties will, where necessary, be agreed separately.

Fees, costs and payment terms will be set out in the relevant proposal or agreement. Invoices must be paid within the agreed payment period.

The parties will comply with the privacy legislation applicable to them. Where an assignment requires additional arrangements concerning personal data, information security, processing, access, logging or confidentiality, these will be documented separately. Personal data or confidential client information will not be used solely for LManalytics' own research, product or service development for another, incompatible purpose without an appropriate legal basis or separate agreement.

Existing and independently developed methodologies, models, knowledge, know-how, templates, working methods, software, source code, prompts, concepts, knowledge structures, tools, products, services and other materials and intellectual property rights remain with LManalytics or the original rights holder. The mere fact that LManalytics uses, applies, incorporates or makes such materials visible in the performance of an assignment does not transfer those rights to the client, nor does it create co-ownership.

LManalytics remains entitled at all times to conduct independent research and to develop, improve, offer and commercially exploit its own products, services, methodologies, models, software, concepts, tools and other activities. This also applies during the term of an assignment and where a development overlaps in substance with the subject matter, domain or type of issue addressed by that assignment. A development does not become a deliverable or the property of the client solely because it arises during the assignment or builds on general knowledge and experience gained in practice.

LManalytics may continue to use, further develop and apply general knowledge, experience, skills, insights, ideas, solution approaches, methodologies and generally applicable components developed before, during or as a result of an assignment in its own operations and in work for other clients, provided that no confidential information, personal data or identifiable client-specific information is unlawfully used or disclosed.

For deliverables produced specifically for the client, the client acquires the right of use reasonably necessary to use those deliverables within its own organisation for the agreed purpose, unless otherwise agreed in writing. This right of use does not automatically include the right to separately exploit, sell, license, disclose or transfer to third parties any underlying methodologies, models, templates, software, source code, prompts, concepts, generic building blocks or other intellectual property of LManalytics.

Intellectual property rights of LManalytics are transferred only where LManalytics expressly agrees to such transfer in writing and the relevant rights or materials are identified with sufficient specificity. A general provision in purchasing terms, codes of conduct, integrity statements, confidentiality agreements or other general arrangements will not be construed as transferring existing, generic, parallel-developed or independently developed intellectual property of LManalytics, unless the parties expressly and specifically agree otherwise in writing.

The liability of LManalytics is limited in accordance with the arrangements in the relevant assignment or agreement and within the limits of applicable law. Indirect and consequential loss is excluded to the extent permitted by law and unless otherwise agreed in writing.

Neither party is liable for failures resulting from circumstances reasonably beyond its control.

The duration, notice and termination of an assignment are governed by the arrangements in the relevant agreement or engagement letter. If these matters are not addressed there, the parties will first consult each other, in the event of a proposed termination, on an orderly completion and handover.

Agreements with LManalytics B.V. are governed by Dutch law. Disputes will be submitted to the competent Dutch court, unless the parties agree in writing to another dispute resolution arrangement.

LManalytics B.V.
Registered office: Laan door de Veste, Helmond.
Dutch Chamber of Commerce (KvK) number: 93964943
Email: contact@lmanalytics.nl