Terms and Conditions

1. Definitions

Lerian: Lerian B.V., established at Geurdeland 17 g, 6673 DR Andelst, registered with the Dutch Chamber of Commerce under number 42037315.

Client: the natural or legal person with whom Lerian enters into an agreement or to whom Lerian makes an offer.

Agreement: any arrangement between Lerian and the client for the performance of work by Lerian.

Work: all services and products to be delivered by Lerian, including the design, development, implementation, and maintenance of software, applications, AI systems, augmented reality, blockchain solutions, games, and related consulting and development services.

Delivery: the moment at which Lerian makes the result of the work available to the client, in whole or in part.

2. Applicability

These terms apply to all quotations, offers, agreements, and work of Lerian, unless expressly agreed otherwise in writing.

The applicability of any purchasing or other terms of the client is expressly rejected.

Deviations from these terms apply only if confirmed in writing by Lerian and apply solely to the agreement concerned.

If one or more provisions of these terms are null and void or voidable, the remaining provisions shall remain in full force. The parties shall consult in order to agree on a replacement provision that approximates the intent of the original provision as closely as possible.

3. Quotations and formation of the agreement

All quotations and offers from Lerian are without obligation and valid for 30 days, unless stated otherwise.

The agreement is formed at the moment the client accepts a quotation in writing or electronically, or at the moment Lerian commences the performance of the work.

Obvious mistakes or errors in an offer do not bind Lerian.

4. Performance of the assignment

Lerian performs the work to the best of its knowledge and ability and in accordance with the requirements of good workmanship, on the basis of a best-efforts obligation, unless a specific result has been expressly agreed in writing.

Periods stated by Lerian are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.

Lerian is entitled to have the work performed wholly or partly by third parties, whereby Lerian remains the point of contact for the client.

5. Changes and additional work

If, during performance, it appears that proper performance requires the work to be changed or supplemented, the parties shall amend the agreement in mutual consultation.

Work that falls outside the originally agreed assignment (additional work) shall be charged separately at Lerian's usual rates.

Lerian shall, as far as possible, inform the client in advance about additional work and the associated costs and consequences for the planning.

6. Cooperation by the client

The client shall ensure that all data, materials, access, and facilities that Lerian reasonably requires are made available in good time and in the desired form.

The client warrants the accuracy, completeness, and reliability of the data and materials provided to Lerian.

If the client does not provide the necessary cooperation, or does not do so in good time, Lerian is entitled to suspend performance and to charge the resulting costs.

7. Delivery and acceptance

After delivery, the client has a period of 14 days to test and accept the deliverables, unless agreed otherwise in writing.

The deliverables are deemed to have been accepted if the client does not reject them in a reasoned manner and in writing within the acceptance period, or as soon as the client actually puts the deliverables into use.

Minor defects that do not materially impede operational use do not constitute grounds for rejection; Lerian shall remedy such defects within a reasonable period.

8. Prices and payment

All prices are in euros and exclusive of VAT and any other levies, unless expressly stated otherwise.

Unless agreed otherwise, payment must be made within 14 days of the invoice date, without suspension or set-off.

Lerian is entitled to invoice periodically, in advance, or in instalments. For extensive or long-term assignments, Lerian may require an advance payment.

If the payment term is exceeded, the client is in default by operation of law and owes the statutory (commercial) interest as well as the reasonable extrajudicial collection costs.

Objections to the amount of an invoice do not suspend the payment obligation.

9. Intellectual property

All intellectual property rights in the works developed or made available by Lerian, including software, source code, designs, documentation, and concepts, vest in Lerian or its licensors.

After full payment of all amounts owed in this respect, the client obtains a non-exclusive, non-transferable right of use of the deliverables for the agreed purpose, unless agreed otherwise in writing.

Transfer of intellectual property rights only takes place if expressly agreed in writing.

Lerian retains the right to use the general knowledge, methods, techniques, and generic (reusable) components acquired during performance for other purposes.

The client is not permitted to remove or alter any indications regarding copyrights, trademarks, or other intellectual property rights.

10. Confidentiality

The parties undertake to keep confidential all confidential information they obtain from or about each other in the context of the agreement and whose confidential nature they know or should reasonably know.

This confidentiality obligation also remains in force after termination of the agreement.

Lerian is entitled to use the client's name and logo as a reference, unless agreed otherwise in writing.

11. Warranty

Lerian shall endeavour to deliver the work free of material defects. For 30 days after delivery, Lerian shall remedy defects attributable to it free of charge.

The warranty lapses if the client or a third party makes changes to the deliverables without prior written consent, or if the deliverables are used incorrectly or carelessly.

Lerian does not warrant that the software will function flawlessly and without interruption at all times.

12. Liability

Lerian's liability for an attributable failure is limited to compensation for direct damage up to a maximum of the amount invoiced for the relevant assignment (excluding VAT), or to the amount paid out by Lerian's liability insurer in the relevant case.

Lerian is not liable for indirect damage, including consequential damage, lost profit, missed savings, loss of data, reputational damage, and damage due to business interruption.

The limitations of liability set out in this article do not apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of Lerian.

Any claim for compensation lapses if the client has not reported the damage to Lerian in writing within 30 days of discovery, and in any event after a period of 12 months following the event causing the damage.

13. Force majeure

Lerian is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.

Force majeure also includes: disruptions in networks, hosting, or infrastructure, cyberattacks, power and internet outages, government measures, and failures of suppliers or service providers engaged by Lerian.

If the force majeure situation lasts longer than 60 days, both parties are entitled to dissolve the agreement in writing, without any obligation to compensate for damage.

14. Duration and termination

Agreements for a definite period cannot be terminated prematurely, unless agreed otherwise in writing.

Both parties may dissolve the agreement with immediate effect if the other party, after proper written notice of default, attributably fails to fulfil a material obligation.

Lerian may terminate the agreement without notice of default and with immediate effect if the client is declared bankrupt, applies for a suspension of payments, or ceases its business.

Upon termination of the agreement, amounts relating to work already performed remain due in full and become immediately payable.

15. Privacy and processing of personal data

Insofar as Lerian processes personal data in the performance of the work, this is done in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR).

If Lerian acts as a processor, the parties shall conclude a data processing agreement where necessary. For more information, see our privacy policy.

16. Applicable law and disputes

All offers, agreements, and these terms are governed exclusively by Dutch law.

Disputes arising from or related to the agreement shall be submitted to the competent court of the District Court of Gelderland, unless mandatory rules of law designate another competent court.

17. Use of the website and disclaimer

The content of Lerian's website has been compiled with care and is intended solely for general informational purposes. Lerian gives no warranties as to the accuracy, completeness, or timeliness of the information provided on the website.

No rights can be derived from the information on the website. Lerian is not liable for damage arising from the use of the website or from its (temporary) unavailability.

All intellectual property rights in the website and its content, including texts, design, images, logos, and source code, vest in Lerian. It is not permitted to copy, reproduce, or publish the website or parts thereof without Lerian's prior written consent.

The website may contain references (links) to third-party websites. Lerian is not responsible for the content, privacy policy, or availability of those third-party websites.

The use of the website is governed by Dutch law.

18. Changes and final provisions

Lerian is entitled to amend these general terms and conditions. The amended terms apply from the moment of publication to new agreements.

The most recent version of these terms is always available on our website.