General Terms and Conditions
These terms apply to all offers, assignments, and activities of Luméro, unless agreed otherwise in writing.
1. Applicability
1.1 These General Terms and Conditions apply to all offers, agreements, and services of Luméro.
1.2 Deviations only apply if confirmed in writing by Luméro.
1.3 The applicability of general terms and conditions of the client is expressly excluded.
2. Offers and assignment
2.1 Offers are valid for 30 days, unless stated otherwise.
2.2 An agreement is established as soon as Luméro confirms an assignment in writing (incl. email).
2.3 Schedules are indicative. Luméro strives to meet them, but they do not constitute strict deadlines.
3. Execution of the assignment
3.1 Luméro performs the activities based on a best-efforts obligation, not a guaranteed result.
3.2 The client ensures timely provision of all information, access, decisions, and contact persons necessary for correct execution.
3.3 If required information is incorrect, incomplete, or provided too late, Luméro may adjust the schedule and charge any extra work as additional costs.
3.4 Luméro has the right to temporarily suspend activities if circumstances at the client make correct execution impossible.
4. Changes and additional work
4.1 Changes in scope, schedule, or working method are coordinated in advance.
4.2 Additional work is performed at the then-applicable hourly rate and reported in advance.
4.3 Luméro is not obliged to perform additional work; refusal does not entitle to compensation.
5. Rates, invoicing, and payment
5.1 Unless agreed otherwise, Luméro works based on hourly rates or fixed project prices.
5.2 All amounts are exclusive of VAT and other levies.
5.3 Payment term: 14 days after invoice date.
5.4 If the payment term is exceeded, the client is in default by operation of law and Luméro may: charge statutory interest, charge extrajudicial collection costs, suspend activities.
5.5 Suspension or termination of the assignment does not dissolve the obligation to pay for activities already performed.
6. Confidentiality
6.1 Both parties treat all confidential information strictly confidentially.
6.2 Information is only shared with third parties when necessary for the assignment or required by law.
6.3 This obligation remains in force after termination of the agreement.
7. Intellectual property
7.1 All materials, methodologies, templates, analyses, documents, and advice developed by Luméro remain the property of Luméro, unless expressly agreed otherwise.
7.2 The client receives a non-exclusive, non-transferable right of use for internal purposes.
7.3 For material developed entirely custom-made for one specific client, Luméro may grant additional usage rights if desired.
7.4 It is not permitted to commercially exploit, copy, or provide materials to third parties without written permission from Luméro.
8. Data security and privacy
8.1 Luméro processes only personal data necessary for the execution of the assignment and acts in accordance with the GDPR.
8.2 If applicable, a separate data processing agreement is concluded.
8.3 The client remains ultimately responsible for its own security measures, policy making, and compliance status.
9. Liability
9.1 Luméro is solely liable for direct damage resulting from intent or gross negligence.
9.2 Liability is always limited to the amount paid out by the professional or business liability insurance in the relevant case, plus the deductible.
9.3 If for any reason no payment is made by the insurance, liability is limited to the invoice value of the assignment, with an absolute maximum of €25,000.
9.4 Luméro is never liable for indirect damage, including: loss of turnover, loss of profit, missed savings, reputational damage or data loss, damage resulting from security incidents within the client's systems.
9.5 Advice from Luméro is based on insights at that moment. The client remains responsible for implementation, compliance, and risk assessment.
10. Force majeure
10.1 Force majeure includes illness, government measures, network failures, cyber incidents, supplier failure, or other circumstances beyond Luméro's control.
10.2 In case of force majeure, Luméro may suspend execution or terminate the agreement without liability for damages.
11. Engagement of third parties
11.1 Luméro may engage third parties for the execution of the assignment, provided this is done carefully.
11.2 Where possible, Luméro informs the client in advance.
11.3 Luméro remains responsible for the quality of the engaged third parties, unless the client selects them itself.
12. Duration and termination
12.1 Ongoing agreements can be terminated by either party in writing with a notice period of 30 days.
12.2 Termination does not release the client from the obligation to pay for activities already performed.
12.3 Upon termination, Luméro ensures a neat transfer of relevant documents and status.
13. Transfer of rights and obligations
13.1 The client may not transfer rights and obligations under the agreement without written permission from Luméro.
13.2 Luméro may transfer its rights and obligations in the event of business succession or restructuring, provided the quality of service remains guaranteed.
14. Complaints procedure
14.1 Complaints must be reported in writing within 14 days of discovery.
14.2 Luméro will assess the complaint and – if well-founded – repair or explain it as soon as possible.
14.3 A complaint does not suspend the payment obligation.
15. Applicable law and disputes
15.1 Dutch law applies exclusively to this agreement.
15.2 Disputes are first attempted to be resolved in mutual consultation.
15.3 If consultation does not lead to a solution, the dispute will be submitted to the competent court in the Central Netherlands district.
16. Integrity and independence
16.1 Luméro works independently, objectively, and without conflicts of interest.
16.2 Luméro reserves the right to refuse assignments if they could damage the integrity, independence, or confidentiality of other customers.
17. Safety and compliance
17.1 Luméro advises based on current standards, best practices, and industry insights.
17.2 The client remains ultimately responsible for implementation, technical configurations, security measures, and compliance with laws and regulations.
17.3 Recommendations from Luméro do not guarantee that audits, certifications, or supervisors will proceed without findings.