Terms and conditions

Article 1 — Definitions

1. Ledger & Loom: the business Ledger & Loom, registered in the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42156723.
2. Client: the party that enters into an agreement with Ledger & Loom or negotiates one.
3. Engagement: the work that Ledger & Loom performs under the agreement.
4. Phase: a delineated part of an engagement that is quoted separately and delivered separately.
5. In writing: on paper or by email.

Article 2 — Applicability

1. These terms apply to all quotations, engagements and agreements under which Ledger & Loom provides services, and to all follow-on engagements arising from them.
2. These terms are written for clients acting in the course of a profession or business.
3. The client's own general terms and conditions are expressly rejected, unless the parties agree otherwise in writing.
4. Where a written arrangement in the agreement deviates from these terms, that arrangement prevails.
5. These terms are provided to the client before or upon conclusion of the agreement and can also be consulted on this website.
6. These terms may be amended. The version that applied at the time the agreement was concluded continues to apply to an ongoing engagement.
7. If a provision of these terms is void or is annulled, the remaining provisions remain in force. In that case the parties will consult on a replacement provision that approximates the intent of the original as closely as possible.
8. These terms are drawn up in Dutch. This English text is a translation provided for convenience; in the event of any discrepancy, the Dutch text prevails.

Article 3 — Quotations and formation of the agreement

1. A quotation is valid for the period stated in it. If no period is stated, the quotation does not bind Ledger & Loom.
2. The agreement is formed at the moment the client accepts a quotation in writing, or when Ledger & Loom begins the work with the client's consent.
3. A quotation applies exclusively to the phase and work described in it. No rights can be derived from a quotation for a subsequent phase or for a follow-on engagement.
4. Obvious errors and clerical mistakes in a quotation do not bind Ledger & Loom.

Article 4 — Performance and phasing

1. Ledger & Loom performs the engagement to the best of its knowledge and ability. The obligation is an obligation of best efforts, unless a specific result has expressly been agreed in writing.
2. The work proceeds in phases. Each phase is quoted separately and delivers a defined result. A subsequent phase begins only after the client has commissioned it.
3. After completion of a phase, the client may decide not to continue the engagement. Work performed up to that moment remains payable.
4. Any lead times mentioned are estimates and do not constitute a firm deadline, unless expressly agreed otherwise in writing.
5. Ledger & Loom may engage third parties in the performance of the engagement. Where such a third party gains access to the client's data, this takes place in consultation with the client.
6. Changes to the engagement that lead to additional work are recorded in writing beforehand, together with their consequences for planning and price.

Article 5 — Cooperation and supply by the client

1. The client provides in good time the data, files, access and explanation needed for performance, and designates one contact person who can take or arrange decisions on the client's behalf.
2. The client warrants that it is entitled to provide the supplied data to Ledger & Loom, and that doing so does not conflict with a legal obligation or with an arrangement with a third party.
3. Ledger & Loom may rely on the accuracy and completeness of what the client supplies.
4. If the client fails to supply data, supplies it late or supplies it in unusable form, Ledger & Loom may suspend performance. The consequences for planning and costs are for the client's account.
5. The client itself ensures a working backup copy of the data it supplies.

Article 6 — Confidentiality

1. The parties treat as confidential all information they receive from each other in the context of the engagement and whose confidential nature is apparent. They do not provide that information to third parties, unless the other party has consented or a legal obligation compels it.
2. This obligation continues to apply after the agreement has ended.
3. Ledger & Loom makes the client's name or a description of the engagement public only after the client's prior written consent.
4. Ledger & Loom may use the knowledge and experience it gains during performance for other engagements, provided no confidential information is shared and that use cannot be traced back to the client.

Article 7 — Personal data

1. If Ledger & Loom, in performing the engagement, processes personal data for which the client is the controller, the parties record the arrangements for this in a data processing agreement that forms part of the engagement.
2. The client makes no more data available than the engagement requires, and where possible supplies data that cannot be traced to individuals.
3. The processing of personal data through the website of Ledger & Loom is separate from the engagement and is described in theprivacy statement.

Article 8 — Intellectual property

1. The intellectual property rights in what Ledger & Loom develops in the context of the engagement — including reports, analyses, designs, models and software — rest with Ledger & Loom, unless agreed otherwise in writing.
2. Upon full payment for the relevant phase, the client obtains the right to use the deliverable within its own organisation for the purpose for which it was prepared. This right of use is not transferable without written consent.
3. The parties may agree in writing that rights are transferred.
4. Reports and advice are intended for the client and for the purpose for which they were prepared. Provision to third parties or publication takes place only with written consent, unless a legal obligation compels it.
5. The client retains the rights in the data and materials it supplies itself.
6. Tools, models and software that Ledger & Loom already used before the engagement remain the property of Ledger & Loom.

Article 9 — Liability

1. Ledger & Loom is liable only for damage that is the direct consequence of an attributable failure in the performance of the engagement.
2. Liability is limited to the amount invoiced to the client for the phase in which the damage arose.
3. Ledger & Loom is not liable for indirect damage, including lost profit, missed savings, business interruption and damage due to loss of or damage to data.
4. Ledger & Loom is not liable for damage arising from incorrect or incomplete data supplied by the client.
5. The outcomes of analyses, models and software are aids to decision-making. Decisions the client bases on them remain the client's own responsibility.
6. The client reports a failure in writing and within a reasonable time after discovering it or after it reasonably should have been discovered.
7. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Ledger & Loom, nor insofar as the law does not permit a limitation of liability.

Article 10 — Payment

1. The price and the method of invoicing are set down per phase in the quotation. Prices are exclusive of VAT, unless stated otherwise.
2. Payment is made within the period stated on the invoice.
3. If invoicing in advance has been agreed, the relevant phase begins after payment has been received.
4. The client may not suspend payment and may not set off, unless the law mandatorily permits it.
5. If the client does not pay within the period, the client is in default. From that moment Ledger & Loom may charge the statutory commercial interest and the extrajudicial collection costs, in accordance with the statutory rules that apply to them.
6. Ledger & Loom may suspend the work for as long as a due invoice remains unpaid.

Article 11 — Duration and termination

1. The agreement ends when the agreed phase or engagement has been completed, unless the parties agree a continuation.
2. Either party may terminate the agreement early in writing, observing a reasonable notice period. Work performed up to the date of termination is settled.
3. Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payments or ceases its business.
4. Ledger & Loom may withdraw from an engagement when continuation cannot reasonably be required of it, for instance when continuation cannot be reconciled with its independence. It explains this and hands over ongoing work with care.
5. Provisions that by their nature are intended to continue to apply after the end of the agreement — including confidentiality, intellectual property and liability — remain in force.

Article 12 — Applicable law and competent court

1. Dutch law applies to all agreements to which these terms apply.
2. The parties will endeavour to resolve a dispute first by mutual consultation.
3. If they fail to do so, the dispute is submitted to the competent court of the District Court of Amsterdam, unless mandatory law designates another court.