General Conditions.

Artikel 1. Definitions
1.1. General Conditions: these General Conditions.
1.2. L.A. consulting & training: trade name of E.W. van Gorp Beheer B.V., having its registered office at Ploegschaar 9, 4906 MN Oosterhout and registered at the Chamber of Commerce under number 20133482, also found at www.leadingarchitects.net.
1.3. Service(s): service(s) as described in the Agreement.
1.4. Products: all products as described in the Agreement.
1.5. Intellectual Property Rights: intellectual property rights, including, but not limited to, copyrights (which obviously includes the copyright on software), database rights, domain name rights trade name rights, trademark rights, design rights, neighbouring rights, patent rights, and rights to know-how.
1.6. Quotation: a written offer by L.A. consulting & training.
1.7. Client: the natural person or legal entity, whether or not acting in the course of a profession or running a business, who has concluded an Agreement with L.A. consulting & training.
1.8. Completion: occurs after approval by the Client, after the Client puts the Product purchased into use, or through notification of the Client, after which no reaction by the Client is received within seven days of notification.
1.9. Agreement: the agreement between the Parties under which L.A. consulting & training provides its Services to the Client, of which the General Conditions form an integral part.
1.10. Party/Parties: L.A. consulting & training and Client jointly or separately.
1.11. Confidential Information: private information relating to a Party and information that a Party specifies is confidential or which, by its nature or under the circumstances of its disclosure, must be treated as confidential.
1.12. Employee: a person who is employed by one Party, or who performs work for that Party on a contract basis.
1.13. Business Client: the Client acting in the course of a profession or running a business.

Artikel 2. Applicability and interpretation
2.1. The General Conditions apply to and form part of all acts, whether or not intended to have legal effect, which relate to preparing, concluding or performing the Agreement. The General Conditions also apply to all subsequent Agreements between the Client and L.A. consulting & training if the Client has accepted their validity in earlier Agreements with L.A. consulting & training.
2.2. The applicability of any purchasing or other conditions of the Client is expressly excluded.
2.3. Provisions or conditions stipulated by the Client that vary from or do not appear in the General Conditions apply to the Agreement only insofar as the Parties agree to this in writing.
2.4. If specific product, promotional or service conditions apply in addition to these General Conditions, those conditions will also apply.

Artikel 3. Conclusion of the Agreement
3.1. All Quotations and other offers by L.A. consulting & training are without obligation and valid for 30 days.
3.2. The Agreement is concluded when the Client accepts L.A. consulting & training’s Quotation and fulfils the conditions set by L.A. consulting & training.
3.3. An offer is always assumed to be accepted if the Agreement is performed without objection. The offer can be accepted both orally and in writing.

Artikel 4. Performance of the Agreement
4.1. After the Agreement has been concluded, L.A. consulting & training will start performing it on the date or at the time agreed in the Agreement. If no date for performance has been agreed, L.A. consulting & training will immediately start performing the Agreement.
4.2. If delivery cannot be made within the agreed period, L.A. consulting & training will notify the Client accordingly. Business Clients are deemed to agree to a new delivery date.
4.3. The Client acknowledges that they have no authority to issue instructions regarding the Services that L.A. consulting & training will provide to perform the Agreement.
4.4. The Client must do and refrain from doing everything that is reasonably necessary and desirable to facilitate punctually and properly performing the assignment. In particular, the Client must ensure that L.A. consulting & training is promptly given all information that it specifies is necessary, or that the Client should reasonably understand is necessary, for performing the assignment.
4.5. If and insofar as required to perform the Agreement properly, L.A. consulting & training may engage third parties in performing the Agreement. The General Conditions also apply to the work that third parties perform under the Agreement. These third parties have no representative authority.
4.6. L.A. consulting & training need not have work performed by third parties designated by the Client. The Client is liable for goods for performing the Agreement that have been prescribed by or on behalf of the Client, or that are or were supposed to have been supplied by a supplier designated by the Client, as well as for the failure to deliver those goods or to deliver them on time.

Artikel 5. Term and termination of the Agreement
5.1. The term of the Agreement is documented in the Agreement. If no term is included, the Agreement is entered into for the term specified in the order confirmation with the Client.
5.2. A Business Client cannot terminate the Agreement early.
5.3. If the Agreement is terminated, the Client must pay the full amount, less any savings arising for L.A. consulting & training from the termination. L.A. consulting & training will then deliver the work it has already completed. If the price depends on the costs that L.A. consulting & training actually incurs, the price that the Client owes will be calculated based on the costs incurred, the work performed and the profit that L.A. consulting & training would have made on the entire work. The amounts remain due after termination of the Agreement and are immediately payable from the termination date.
5.4. L.A. consulting & training may suspend or terminate the Agreement at any time, if:
• the Client has been declared insolvent;
• the Client has been granted a moratorium on the payment of their debts;
• the business of a Business Client is dissolved or liquidated.
5.5. Obligations that by their nature are intended to continue after the end of the Agreement will remain in full force and effect after the end of the Agreement and apply to the Client and their legal successors.

Artikel 6. Price and payment
6.1. The Client will pay L.A. consulting & training the amount specified in the Agreement. All prices quoted by L.A. consulting & training are in euros.
6.2. Unless stated otherwise, all prices quoted by L.A. consulting & training exclude turnover tax (VAT) and other government levies.
6.3. A 30-day payment term applies to each invoice.
6.4. If a price is based on information provided by the Client and this information proves to be incorrect, L.A. consulting & training may adjust the price accordingly, even after the Agreement has been concluded.
6.5. If the Client fails to meet their payment obligation(s) on time, L.A. consulting & training will draw their attention to the late payment. After notice of late payment, L.A. consulting & training will grant the Client a 14-day period in which to still fulfil their payment obligations.
6.6. If payment is late, the Client – in addition to the amount owed and the statutory interest on that amount – must pay both extrajudicial and judicial collection costs in full, including the costs of lawyers, legal experts, bailiffs and collection agencies.
6.7. L.A. consulting & training may ascertain within legal parameters whether the Client is able to fulfil their payment obligations, as well as all facts and factors relevant to responsibly concluding the Agreement. If L.A. consulting & training has sound reasons based on this investigation for not concluding the Agreement, it may refuse an order or request, stating its reasons, or attach special conditions, such as advance payment, to performing the Agreement.

Artikel 7. Client’s obligations
7.1. The Client must ensure that all technical and other information, decisions and data that it considers necessary to perform the Agreement are promptly provided to L.A. consulting & training. The Client is responsible for their correctness and completeness. This includes, but is not limited to, complying with permit applications and other legal requirements.
7.2. The Client must ensure clean, safe and healthy working conditions and promptly warn L.A. consulting & training and its Employees about any dangerous situations.
7.3. The Client is responsible for circumstances that prevent or hinder the performance of the work.

Artikel 8. Additional work
8.1. All changes in the performance of the Agreement, either at the Client’s request or because a different performance is required due to whatever circumstances, are considered additional work if they involve extra costs. These General Conditions apply to the additional work.
8.2. If additional work has been performed at the Client’s request or with their permission, the Client will pay for the additional work. L.A. consulting & training may refuse to comply with such a request or may enter into negotiations.
8.3. The Client accepts that additional work can cause a delay in the Completion of Services, even if a Completion date has been agreed. The Client is not entitled to compensation for such a delay.
8.4. If additional work or the demand for additional work arises during the performance of the Agreement, this will not constitute grounds for the Client to terminate the Agreement by notice or for cause.
8.5. Cost-increasing circumstances that cannot be attributed to L.A. consulting & training will be settled as additional work. L.A. consulting & training will inform the Client of this as soon as possible.

Artikel 9. Delivery and delivery period
9.1. Delivery periods mentioned by L.A. consulting & training are indicative and not regarded as strict deadlines unless the Parties have agreed to this in writing.
9.2. L.A. consulting & training reserves the right, if possible, to have the required goods and equipment delivered to the Client. The ready-to-use equipment and goods can be stored at the Client’s expense and risk.
9.3. L.A. consulting & training remains the owner of all Products until the Client has fulfilled all its payment obligations towards L.A. consulting & training, including any amounts owed because of a breach.

Artikel 10. Intellectual Property Rights
10.1. The Intellectual Property Rights, including all images, drawings, technical and other descriptions, and advice that L.A. consulting & training provides to the Client, vest in L.A. consulting & training.
10.2. The Client must not perform any acts that could infringe the Intellectual Property Rights of L.A. consulting & training and/or its licensors, including, but not limited to, publishing and/or reproducing all or part of what is referred to in the previous paragraph without consent. The Client acknowledges and accepts that any unauthorized use or act breaches the Agreement and violates the applicable law.

Artikel 11. Confidentiality
11.1. The Parties must treat any information that they provide to each other before, during or after performing the Agreement confidentially if this information can reasonably be considered confidential, or if one Party has explicitly designated it as confidential. The Parties must also impose this obligation on their Employees and on third parties they engage in performing the Agreement.
11.2. The duty of confidentiality continues even after the termination of the Agreement for whatever reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

Artikel 12. Liability
12.1. The limitations of liability in this Agreement apply unless and insofar as the damage results from L.A. consulting & training’s intent or wilful recklessness.
12.2. L.A. consulting & training will endeavour to perform the Agreement as carefully and safely as possible. L.A. consulting & training cannot influence the final use of the item delivered. The Client is therefore responsible for the use of the result of the Agreement.
12.3. Completion of the Agreement discharges L.A. consulting & training from any liability for defects that the Client had already discovered, or reasonably should have discovered, by the Completion date.
12.4. L.A. consulting & training’s total liability for direct damage suffered by the Client as a result of an attributable breach while performing this Agreement, or as a result of a wrongful act by L.A. consulting & training, its Employees or any third parties it engages, is limited per event or series of related events to an amount equal to the price stipulated in the Agreement (including VAT), capped at €2,500,000.
12.5. Direct damage exclusively means the reasonable costs incurred to establish the cause and extent of the damage and any reasonable costs incurred to have L.A. consulting & training’s defective performance conform to the Agreement, and reasonable costs incurred to prevent or limit the damage, insofar as the Client demonstrates that these costs have resulted in limiting direct damage.
12.6. L.A. consulting & training’s liability towards the Client for indirect damage, consequential damage or damage because of a loss of turnover or profit, losses due to delays, damage due to loss of data, damage due to exceeding periods because of changed circumstances, damage because of the Client providing inadequate cooperation, information or materials, and damage due to information or advice given by L.A. consulting & training, the content of which does not explicitly form part of the Agreement, is excluded.
12.7. A condition for the existence of any right to compensation is always that the Client must report the damage in writing to L.A. consulting & training within a reasonable period, but at least within two (2) months of it occurring.
12.8. L.A. consulting & training’s liability for any attributable breach while performing the Agreement will arise only if the Client gives L.A. consulting & training an immediate and proper notice of default in writing, which sets a reasonable time limit for remedying the breach, and L.A. consulting & training remains in attributable breach even after that time limit has expired. The notice of default must contain as detailed a description of the breach as possible, so that L.A. consulting & training is able to respond adequately.
12.9. The Client indemnifies L.A. consulting & training against all third-party claims (including clients of the Client) for compensation of damage, costs or interest relating to this Agreement and/or the Service.
12.10. L.A. consulting & training cannot be obliged to fulfil any obligation under the Agreement if it is prevented from doing so because of force majeure. L.A. consulting & training is not liable for any damage resulting from force majeure.
12.11. Force majeure includes, but is not limited to, disruptions of public infrastructure, defective items, equipment, software or other source material whose use has been prescribed by the Client, the unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and civil commotion.
12.12. If a force majeure situation lasts longer than 90 days, the Parties may terminate the Agreement in writing. In that case, performances already rendered under the Agreement will be settled proportionately, without the Parties owing each other for the rest.

Artikel 13. Amendments to the General Conditions
13.1. L.A. consulting & training reserves the right to amend or supplement these General Conditions. Amendments also apply to Agreements already concluded with due observance of a 30-day period after the amendment is announced.
13.2. Amendments are announced through www.leadingarchitects.net, by email to the Client, or by any other channel by which L.A. consulting & training can prove that the announcement was sent to the Client. Amendments that do not change the substance of the Agreement and are of minor importance can be made at any time and do not require notification.

Artikel 14. Final provisions
14.1. Dutch law applies to the Agreement.
14.2. If rules of mandatory law do not prescribe otherwise, any disputes that arise in connection with the Agreement will be submitted to the competent Dutch court in the judicial district where L.A. consulting & training has its registered office.
14.3. In these General Conditions, ‘written’ or ‘in writing’ also includes communication by email, provided that the identity of the sender and the integrity of the email has been sufficiently established.
14.4. If a provision in the Agreement or General Conditions proves to be invalid, this will not affect the validity of the entire Agreement or General Conditions. In that case, the Parties will determine one or more new provisions by way of replacement, which will give shape to the intention of the original provision as much as legally possible.
14.5. L.A. consulting & training may assign its rights and obligations under the Agreement to a third party that acquires L.A. consulting & training or its business activities.

Name: L.A. consulting & training
Address: Ploegschaar 9, 4906 MN Oosterhout
Email address: support@leadingarchitects.net
Tel. no.: +31 6 2277 4633