General terms and conditions

Article 1.            General and applicability

1.1 Lumio Leadership (hereinafter: “Lumio Leadership”), is a private limited liability company with its registered office in Maastricht, Stationsplein 8M and registered with the Chamber of Commerce under number 61279749.

1.2 These terms and conditions apply to all assignments for the provision of services that an employer (hereinafter: “Employer”) provides to Lumio Leadership or the partners or directors thereof and/or those who are or were employed by Lumio Leadership or provide services on behalf of Next Step Languages. These general terms and conditions are also deemed to apply to all follow-up assignments from Employer and from companies with which Employer is affiliated as a group company within the meaning of Article 2:24b of the Dutch Civil Code.

1.3 Lumio Leadership is entitled to make changes to these terms and conditions. These changes will take effect on the announced date of entry into force. Lumio Leadership will send the amended terms and conditions to Employer in a timely manner.

1.4 Deviations from these terms and conditions can only be made in writing and apply to the specific agreement to which the deviations relate.

1.5 Assignments are deemed to have been made exclusively to and accepted by Lumio Leadership. In deviation from the provisions of Articles 7:404 and 407 (2) of the Dutch Civil Code, the partners, directors, and/or those who are or were employed by Lumio Leadership are not personally bound or liable.

Article 3.           Quality

3.1 Lumio Leadership will perform the services to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

3.2 If an assignment has been given to Lumio Leadership, Lumio Leadership is entitled to have the assignment performed under the responsibility of one of its employees or an independent contractor who performs work on behalf of Lumio Leadership, unless otherwise agreed.

3.3 The execution by Lumio Leadership has the character of an “effort obligation”. Lumio Leadership will do its best to achieve the desired results, but the result cannot be guaranteed.

3.4 The Employer is required to provide the cooperation that can reasonably be expected of him to enable the execution and progress of the assignment to take place. The Employer is responsible for ensuring that all data that Lumio Leadership indicates are necessary or that the Employer reasonably should understand are necessary for the execution of the assignment are provided to Lumio Leadership in a timely manner. If the data required for the execution of the assignment are not provided to Lumio Leadership in a timely manner, Lumio Leadership has the right to suspend execution of the assignment and/or charge the Employer the additional costs arising from the delay at the usual rates.

3.5 Lumio Leadership is not liable for damage of any nature arising from the fact that Lumio Leadership has proceeded on the basis of incorrect and/or incomplete data provided by the Employer, unless this inaccuracy or incompleteness should have been known to it.

Article 4.           Prices/Payment

4.1 All prices quoted by Lumio Leadership are exclusive of VAT.

4.2 Any additional costs such as travel costs and/or accommodation costs may be charged to the Employer, if applicable.

4.3 Lumio Leadership expressly reserves the right to send the Employer an advance invoice at any time and to determine that the agreed work will not be performed or continued until payment of the advance invoice has been made.

4.4 If during the term of an assignment the costs increase as a result of a government measure and/or other binding regulation and/or change in social security contributions and/or tax legislation and/or general cost increases related to the assignment, Lumio Leadership is free to increase the invoice amount with the aforementioned increases and in that case the increase will be due accordingly by the Employer.

4.5 Invoices must be paid within 14 days of their issue without suspension, discount or offset. If this period is exceeded, the Employer is in default without notice and is liable to pay statutory interest.

4.6 Lumio Leadership is entitled to claim from the Employer all costs incurred by late payment, including all extrajudicial and judicial collection costs.

4.7 Lumio Leadership reserves the right to close the site of the test platform from the internet and/or not to provide other services in the event of non-performance and/or non-payment by the Employer.

Article 5.             Assessments

5.1 The NIP code of ethics applies to the service of conducting assessments.

5.2 Lumio Leadership will provide timely and written information and invitation to the participant(s).

5.3 If the Employer wishes to move or cancel an assessment after a date has been agreed between a candidate and the Employer, the Employer will be liable for cancellation or change fees.

5.4 Changing the date of the assessment is free of charge up to five days before the assessment takes place. If the change is made within two to five days prior to the assessment, the Employer is liable for 50% of the total amount as an advance payment. If the change is made one day before the assessment or on the day itself, 25% additional change fees will be charged in addition to the 50% advance payment.

5.5 If an assessment is cancelled after the online link to the assessment has been sent and/or after materials have been purchased for the participant, the Employer is liable for 50% of the agreed price.

5.6 If the assessment is cancelled within two to five days before it is due to take place by the Employer, the Employer is liable for 80% of the amount. If it is cancelled on the day before the assessment is due to take place or on the day itself, 100% of the agreed amount will be charged.

Article 6.             Recruitment & selection

6.1 Recruitment and selection consists of three phases:

Phase 1: From the moment the offer or order confirmation is signed. Phase 2: After the Employer agrees to two or three potential candidates, the number depending on the level of the position and the scarcity in the market. Phase 3: After the final candidate has signed an employment contract with the Employer.

6.2 If an Employer chooses to change the search profile during Phase 2, Phase 2 will be fully invoiced and Phase 2 will start again, with the same rates applying as discussed in the agreement.

6.3 If the Employer chooses to put an assignment “on hold” after an offer has been accepted or a purchase order has been signed, the Employer is liable for the fee for Phase 1. When the assignment is cancelled after Phase 1 has already started, the full fee for all Phases 1 to 3 is due.

Article 7.             Web based Testplaformen NeST and Nesto

7.1 The web based Testplatforms NeST and Nesto made available to the Employer by Lumio Leadership shall remain the property of Lumio Leadership at all times.

7.2 Lumio Leadership will endeavor to ensure, but cannot guarantee, that a web based Test platform designed, manufactured, put into use and/or maintained by them will work with the most common and used web browsers. Lumio Leadership guarantees an online availability of 95%.

7.3 A platform (NeST or Nesto) that has been set up for the Employer on the basis of information provided can be adapted at additional cost upon request. Lumio Leadership is entitled to charge the required additional labor at the normal rate.

7.4 Lumio Leadership is entitled to have the performance of the agreement (in part) performed by third parties.

7.5 Damage to web based Testplatforms, NeST and Nesto, which is caused by incompetence and/or illegal conduct by the Employer, is for the account of the Employer.

7.6 The domain name on which the platform is available online for the Employer is the property of Lumio Leadership.

7.7 Lumio Leadership may temporarily make the platforms unavailable at any time to carry out updates and/or maintenance. Lumio Leadership will endeavor to do this at times that cause the Employer as little inconvenience as possible and will inform the Employer in advance of the planned maintenance.

7.8 Unavailability of the platforms due to maintenance, errors or updates does not lead to liability of Lumio Leadership.

7.9 After termination of the agreement, access to the relevant platforms for the Employer will be blocked and the Employer will no longer be able to use the platforms. The data of the Employer will be deleted, without this giving rise to any liability of Lumio Leadership to the Employer and/or third parties.

Article 8.             Advice, consultancy, coaching & guidance

8.1 Lumio Leadership adheres to the general code of conduct for organizational consultancy firms affiliated with the Council of Organization/Consultancy Bureaus (ROA) in the execution of services in the field of advice, consultancy, coaching and guidance, with the proviso that Lumio Leadership is not affiliated with the ROA.

8.2 The Employer is entitled to:

• Change the date of the meeting(s) in writing. This can be done free of charge up to three working days before the relevant meeting. If the change is made within three working days before the meeting, the Employer is liable for 50% of the agreed price, and 100% on the day itself.
• Terminate the performance betweentijds. The Employer remains liable for the full agreed price.
• Cancel the agreement in writing. This can be done free of charge up to two weeks before the first performance date. If the agreement is canceled within two weeks before the first performance date, 100% of the agreed price will be charged.

8.3 If Lumio Leadership has arranged the location and meeting arrangements on behalf of the Employer, the change or cancellation costs will be charged in full to the Employer.

8.4 Cancellation of products and materials provided is not possible.

Article 9.             Confidentiality and protection of (personal) data

9.1 Within the framework of the assignment or other agreement, there is regular exchange of personal data, in particular of candidates and employees. The Employer and Lumio Leadership are required to handle these data carefully and confidentially in accordance with the General Data Protection Regulation (GDPR) and related laws and regulations. The Employer does not request data from Lumio Leadership that Lumio Leadership is not allowed to provide under applicable laws and regulations. The Employer is responsible for the further processing of the data provided to him by Lumio Leadership.

9.2 The Employer is responsible for ensuring that only personal data are provided to Lumio Leadership if and to the extent that the Employer is entitled to do so and has obtained the necessary consent for this from the relevant persons.

9.3 The personal data may be processed for various purposes. The personal data will primarily be processed for the execution of the assignment. In addition, this personal data may be processed for activities that are not directly related to the assignment, such as newsletters and invitations sent by Lumio Leadership. By signing the offer or order confirmation, the Employer agrees to this processing of the aforementioned personal data, which permission the Employer may withdraw at any time.

9.4 Lumio Leadership and the Employer will not provide any confidential information from or about the other party, its activities and relationships, which has come to their knowledge in accordance with the assignment, to third parties, unless – and to the extent – disclosure of that information is necessary to be able to perform the assignment properly or they have a legal obligation to disclose.

9.5 Reports have a shelf life of two years. During this period, Lumio Leadership will keep the reports closed in safekeeping before they are destroyed.

Article 10.            Complaint procedure

10.1 Complaints must be notified to Lumio Leadership by registered letter within 30 days of discovery of the defect. This letter must include at least the nature of the complaint or defect, how it was discovered, and the cause of it.

10.2 The Employer loses all rights and powers that were available to her on the basis of defectiveness if she has not complained within the aforementioned deadlines and in the manner indicated and has not given Lumio Leadership the opportunity to remedy the defects.

Article 11.          Liability and indemnification

11.1 Lumio Leadership is not liable for any damage arising from the actions of candidates in relation to the results of tests and/or assessments and/or the associated reports.

11.2 Lumio Leadership is not liable for the use of the web based test platforms, the functionality of the platforms and/or the content of tests and/or assessments.

11.3 If, during the performance of an assignment, including the failure to perform or to perform it on time or in full, an event occurs that leads to liability of Lumio Leadership to the Employer, then any liability is limited to the amount paid by the professional liability insurer in the relevant case, increased by the amount of the deductible stated in the policy. A copy of an extract from the insurance policy will be made available to the Employer upon request. Any liability is also excluded if the Employer was in default with the Employer at the time the liability arose. If, for any reason, no payment is received from the professional liability insurer, the liability is limited to the total amount of the invoices sent to the Employer in the context of the relevant assignment. The provisions of this article also apply to the Employer if a third party (also) claims compensation in connection with a service provided by Lumio Leadership to the Employer. The exclusions or limitations of liability contained in these terms and conditions apply unless mandatory law opposes them or the damage is caused by intent or gross negligence. The Employer is only entitled to hold Lumio Leadership liable up to the aforementioned limited amount.

11.4 Any claim for damages against employees or directors of the practice partnerships in which certain partners perform their work is excluded. This third-party clause is intended for the benefit of the aforementioned persons, who may always rely on this provision.

11.5 Lumio Leadership may engage third parties for the account and risk of the Employer. If Lumio Leadership uses an auxiliary person as defined in article 6:76 Dutch Civil Code, including the non-managerial employee of Lumio Leadership, the interim manager, advisor, consultant, assessor, psychologist and the trainer/coach, and if this person carries out work under the authority and direct supervision of the Employer, Lumio Leadership is entitled to accept any liability limitations of that third party (also) on behalf of the Employer. Any liability of Lumio Leadership for the shortcomings of a third party is excluded. Lumio Leadership will, if necessary, transfer its claims against a third party to the Employer.

11.6 The Employer indemnifies Lumio Leadership and its auxiliary persons against claims from third parties who claim to have suffered damage as a result of or in connection with work performed or products/services delivered by Lumio Leadership on behalf of the Employer.

11.7 Lumio Leadership is not liable for damage as a result of the actual provision of goods by the Employer to it, such as examples, photos, texts and/or address databases, etc.

11.8 Without prejudice to the provisions of article 6:89 Dutch Civil Code, any claim shall in any event expire 12 months after the date on which the Employer became aware of the occurrence of the liability or reasonably could have known.

Article 12.         Attracting Lumio Leadership’s personnel

12.1 The Employer shall refrain from any act during the assignment and within a period of 1 (one) year after the termination of the last assignment to Lumio Leadership that has the purpose or effect of providing an assignment to an employee/or hired independent person employed or involved with Lumio Leadership that is related to or matches the service package of Lumio Leadership or hiring an employee of Lumio Leadership without prior written permission from Lumio Leadership.

12.2 In the event of a violation of paragraph 1, the Employer shall be liable to Lumio Leadership for an immediately payable penalty of € 30,000, without prejudice to the right to compensation for the full damage if that damage exceeds the said amount.

Article 13. Intellectual property

13.1 All copyright and other intellectual property rights in the materials delivered or made available to the Employer by Lumio Leadership, including but not limited to designs, case studies, reports, questionnaires, images, models, and quotations, are owned by Lumio Leadership or its licensor. The Employer acquires only the user rights that are expressly granted in these terms and conditions, unless otherwise agreed in writing. These materials remain the property of Lumio Leadership and may not be copied, shown to third parties, or otherwise used or reproduced without the express written permission of Lumio Leadership, regardless of whether the Employer has been charged for them.

13.2 The intellectual property of tests, databases, software, licenses, methodologies, and the web-based test platforms NeST and Nesto shall always remain the property of Lumio Leadership.

13.3 Lumio Leadership grants the Employer only a personal, non-exclusive, non-transferable right to use the aforementioned intellectual property rights. The Employer may use these rights solely for its own business and for the purpose for which they were granted to it by Lumio Leadership.

13.4 The right to use may not be transferred to third parties without the express written permission of Lumio Leadership. The Employer is not permitted to sell, rent, alienate, or pledge the rights, or make them available to third parties in any other way.

Article 14. Force majeure

14.1 Force majeure shall mean any circumstance beyond the control of Lumio Leadership that prevents or makes it unreasonable to expect Lumio Leadership to fulfill its obligations to the Employer, regardless of whether such circumstances could have been foreseen at the time the agreement was entered into. These circumstances include, but are not limited to: war, civil unrest, labor strikes, sudden excessive illness of employees, dismissals, government regulations, fires, natural disasters, burglaries, major technical malfunctions (especially in computer equipment), and force majeure on the part of suppliers. Payment difficulties are never considered force majeure.

14.2 In the event of force majeure, Lumio Leadership is entitled to suspend its obligations for the duration of the force majeure event.

14.3 If Lumio Leadership is prevented by force majeure from completing the agreement, it may, without any obligation to pay damages and without prejudice to its other rights, terminate this agreement without judicial intervention.

14.4 The Employer has no right to compensation in the event of either temporary or permanent force majeure.

14.5 The parties are required to notify each other as soon as possible of (potential) force majeure events.

14.6 The Employer shall always, even in the event of force majeure, pay to Lumio Leadership the compensation due to Lumio Leadership under this agreement for services and investments already provided.

Article 15. Suspension and termination

15.1 Lumio Leadership may immediately terminate an Agreement if the Employer uses the Software in an improper manner and/or acts in violation of the provisions of this Agreement, entirely at the discretion of Lumio Leadership, for example, but not limited to, if the Employer acts in violation of the right of use as regulated in these Terms and Conditions, without any liability of Lumio Leadership arising or any right to restitution of fees paid in advance by the Employer.

15.2 Lumio Leadership is entitled to suspend further performance of the assignment or, without any prior notice period and with immediate effect, to terminate the agreement, without prejudice to its right to claim damages, if:

• the bankruptcy of the Employer is applied for or the Employer itself applies for bankruptcy;
• the Employer is declared bankrupt;
• the Employer is granted suspension of payment or reaches an arrangement with its creditors;
• the Employer loses the free disposal of (a substantial part of) its assets, for example by attachment;
• the liquidation of the Employer is started, or a claim for the dissolution of the Employer is filed or a dissolution decision is taken regarding the Employer, unless there is a legal successor;
• the Employer fails to comply with any obligation imposed on it by law in whole or in part.
• the Employer fails to meet its payment obligations under an Agreement and/or these Terms and Conditions in whole or in part.

Article 16. Applicable law and language

16.1 The legal relationship between Lumio Leadership and the Employer is subject to Dutch law. Disputes will be settled exclusively by the competent court in the District of Limburg.

16.2 The general terms and conditions are drawn up in Dutch, English, and German. In the event of any discrepancy between these texts of these General Terms and Conditions, the Dutch text shall be binding.