Terms and Conditions

General Terms and Conditions Lanza Engineers BV

The private limited liability company Lanza Engineers BV, registered in the Chamber of Commerce with number 85973122, located in Westblaak 90, 3012KM, Rotterdam.

1.      Definitions

  1. In these general terms and conditions, the following terms are used with the following meaning, unless expressly stated otherwise.
  2. Company: legal person acting in the exercise of a profession or business.
  3. Client: the Company that signs a contract with the Service Provider.
  4. Service Provider: hereinafter: Lanza Engineers BV. Provide the following services:
    1. Engineering Services
    2. Project Management
    3. Mediator between the Client and worker(s),
  5. Worker: the natural person made available on the basis of a temporary employment contract or assignment contract to Client to perform work under its supervision and management.
  6. Offer: any written offer to the Client for the provision of Services by the Service Provider.
  7. Services: Lanza Engineers BV carries engineering and consultancy services. In addition, and on request of Clients, the following services are also provided:
    1. Recruitment
    2. Selection of candidates
    3. Placement of workers at Clients.
  8. Assignment: the execution of the Contract by Lanza Engineers BV with regards to the services requested by the Client.
  9. Contract: the Contract that extends to Engineering Services or the supply of workers who are not employees within the meaning of Title 10 of Book 7 of the Dutch Civil Code.
  10. Website: the website used by Lanza Engineers BV is https://www.lanzaengineers.com

2.      Relevance

  1. These general terms and conditions apply to every offer from Lanza Engineers BV, every Contract between Lanza Engineers BV and the Client and on any service offered by Lanza Engineers BV, as well as the implementation of them.
  2. Before a Contract is signed, the Client will be given these general terms and conditions. If this is not reasonably possible, Lanza Engineers BV will indicate to the Client how the Client can view the general terms and conditions, which are in any case published on the Lanza Engineers BV website so that the Client can easily access them at any moment in time.
  3. The possible applicability of general terms and conditions from the Client is expressly rejected.
  4. Deviation from these general terms and conditions is in principle not possible. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with Lanza Engineers BV. The other provisions of these general terms and conditions remain in full force.
  5. These general terms and conditions also apply to additional, changed and follow-up assignments from the Client.
  6. If one or more provisions of these general terms and conditions are partially or wholly null and void or are voided, the other provisions of these general terms and conditions will remain in effect, and the void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
  7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the essence of these general terms and conditions.
  8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.

3.      The Offer

  1. All offers made by Lanza Engineers BV are without obligation, unless expressly stated otherwise in writing. If the offer is limited or valid under specific conditions, this will be explicitly stated in the offer.
  2. Lanza Engineers BV is only bound by an offer if the acceptance thereof is confirmed in writing by the Client within 14 days. Nevertheless, Lanza Engineers BV has the right to refuse a Contract with a potential Client for a valid reason for Lanza Engineers BV.
  3. An Offer is only valid if made in writing by Lanza Engineers BV to the Client. The offer contains an accurate description of the services offered. The description is detailed enough to enable the Client to make a proper assessment of the offer. Obvious mistakes or errors in the offer cannot bind Lanza Engineers BV.
  4. Lanza Engineers BV is not obliged to keep the Worker available for the acceptance of the offer by the Client. If the Client accepts the offer and the Worker is no longer available, Lanza Engineers BV will do its utmost best to ensure a replacement. Lanza Engineers BV will, where appropriate, make every effort to replace the relevant Worker with a Worker who has comparable knowledge and skills.
  5. Any additional Contracts made, or changes made at a later stage, only bind Lanza Engineers BV if they have been confirmed in writing by Lanza Engineers BV within fourteen (14) days and the Client has not lodged a written protest against this within three (3) working days.
  6. Terms in the offer of Lanza Engineers BV are indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.
  7. A composite quotation (offer) does not oblige Lanza Engineers BV to deliver part of the services or activities included in the offer against a corresponding part of the quoted price.
  8. Each C.V. and/or workers offered by Lanza Engineers BV to the Client in any way may not be approached directly by the Client. If the Client approaches the offered worker directly, without the intervention of Lanza Engineers BV, Article 16 of these General Terms and Conditions will come into force and the Client will owe an immediately due and payable penalty as laid down in Article 16.

4.      Contract

  1. The Contract comes in place at the moment the Client has accepted an Offer from Lanza Engineers BV in writing, or Lanza Engineers BV has confirmed the assignment in writing. The order confirmation from Lanza Engineers BV is deemed to represent the Contract correctly and completely unless the Client immediately protests this in writing.
  2. If the Client has accepted the Offer by giving an assignment to Lanza Engineers BV, Lanza Engineers BV will confirm the assignment from the Client by e-mail.
  3. Lanza Engineers BV is not bound by an Offer if the Offer contains obvious mistakes or errors.
  4. If the assignment is carried out according to what was previously offer and accepted, then the Contract is deemed to have come in place. If details of a worker are provided to the Client, this moment qualifies as the moment at which Lanza Engineers BV offers a worker or candidate.
  5. The right of withdrawal does not apply. If the Client cancels an already confirmed order, the costs actually incurred will be charged to the Client, as well as at least 50% of the agreed price as laid down in the Contract.

5.      Contract Duration

  1. If a Contract has been settled or signed between the Client and Lanza Engineers, the duration is also stated in this Contract.
  2. Both the Client and Lanza Engineers BV can dissolve the Contract on the basis of shortcomings in the fulfillment of the Contract if one of the parties has been given a written notice of default with a reasonable term to adjust its obligations, and the notified party fails to fulfill its obligations. This also includes payment and other obligations from Client.
  3. The dissolution of the Contract does not affect the payment obligations from Client if Lanza Engineers BV has performed work or delivered services at the time of the dissolution.
  4. Either party is entitled to terminate a Contract prematurely by giving not less than (4) weeks’ notice in writing. If Lanza Engineers BV has already started its work, the Client is obliged to reimburse the costs incurred as well as the cancellation costs set in the Contract. This does not affect the right of Lanza Engineers BV to claim additional compensation for instance but not limited to residence permit, travel expenses, lodging.
  5. Both the Client and Lanza Engineers BV can terminate the Contract in whole or in part in writing without further notice of default with immediate effect in the event that one of the parties is in suspension of payment, bankruptcy or the company in question is in liquidation, merger or reconstruction. If a situation as mentioned above occurs, Lanza Engineers BV is never obliged to refund any funds already received and/or to compensate for any damage.

6.      Additional work and changes

  1. If during the execution of a Contract it is necessary to adjust and/or supplement the contract, or if further work is required at the request of the Client to achieve a desired result of the project during the assignment, the Client is obliged to pay for this additional work in accordance with the agreed rate. Lanza Engineers BV is not obliged to comply and may require the Client to include a separate Contract for these specific cases.
  2. If and insofar as a fixed price has been agreed for the provision of certain services, and the performance of those services leads to extra (urgent) work that cannot reasonably be included in the fixed price, Lanza Engineers BV is entitled to charge these costs to the Client after consultation with the Client.

7.      Costs and Payments

  1. The applicable (hourly) rate is determined per assignment or Contract.
  2. Invoicing takes place based on (standard) time registration forms used by Lanza Engineers BV or supplied by the Client. The client must approve these forms in time, after which monthly invoicing takes place, unless otherwise agreed.
  3. The rates can be indexed annually in connection with an (expected) increase in the general costs of business operations.
  4. If there are any changes in legislation and regulations (including social and fiscal legislation and the collective labor agreement) and these changes lead to extra costs for Lanza Engineers BV, these costs will be passed on to the Client, even if these changes occur during the Contract with the Client.
  5. If there is a periodic payment obligation From the Client, Lanza Engineers BV is entitled to adjust the applicable prices and rates in writing (only) in accordance with the conditions of the Contract, with due observance of a period of at least three months.
  6. In the event of urgency, or if Lanza Engineers BV must carry out its work urgently on the instructions of the Client, the Client is obliged to reimburse the additional costs due to urgency.
  7. If the Parties have agreed on an advance, this advance must be paid by the Client before Lanza Engineers BV will commence its work.
  8. The client is obliged to fulfill the services of Lanza Engineers BV as stated in the Contract and must pay the agreed amount within 14 days of the invoice date at the latest.
  9. The client must pay these costs in one full payment to the account number and details of Lanza Engineers BV provided to Client. In very exceptional circumstances, it can be agreed in a different term for the Client to pay the invoices but only after explicit and written confirmation from Lanza Engineers BV.
  10. Objections over the amount of the invoice must be received in writing by Lanza Engineers BV within 7 days after the dispatch date of the relevant invoice. Objections do not suspend the Client’s payment obligation.

8.      Collection Policies

  1. If the Client does not fulfill its payment obligation within the set payment term, the Client will be in default.
  2. From the date that the Client is in default, Lanza Engineers BV will, without further notice of default, claim the statutory commercial interest from the first day of default until full payment, and to calculate compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
  3. If Lanza Engineers BV has incurred in additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also for the account of the Client.
  4. The payments made by the Client first serve to pay the costs owed, then to pay the interest owed and are then deducted from the part of the principal sum designated by Lanza Engineers BV.

9.      Contract Execution

  1. Lanza Engineers BV will make every effort to execute the Contract with the utmost care as may be expected from a good contractor. All services are performed on the basis of a best efforts obligation, unless a specific result has been agreed explicitly and in writing, which has been described in detail. Lanza Engineers BV does not guarantee that the result intended by the Client will actually be achieved by Lanza Engineers BV or by the seconded Worker.
  2. Prior to concluding the Contract, the Client must provide all relevant information, including but not limited to the job category, the wage level, the applicable reduction of working hours, the cost allowances and allowances if requested.
  3. Lanza Engineers BV is entitled to engage third parties for the performance of the services at its own discretion.
  4. Lanza Engineers undertakes to carry out each Assignment with the greatest possible care and to select workers to the best of its ability in accordance with the vision of Lanza Engineers BV. Lanza Engineers BV has complete freedom in the selection of workers and takes into account the selection criteria of the Clients, the work experience and distinctions of the worker.
  5. The nature of the work of Lanza Engineers BV means that the work can only be started once all the necessary information has been provided by the Client. The client bears the risk and any (damage) if he/she has not provided the necessary information in time and expressly indemnifies Lanza Engineers BV against all consequences and any resulting damage for Lanza Engineers BV.
  6. Lanza Engineers BV will make every effort to ensure that seconded Worker(s) is/are available for the duration of the agreed assignment with Lanza Engineers BV. However, Lanza Engineers BV does not guarantee that the Worker(s) will be available for the entire duration of the assignment. The Client accepts that, with due observance of a reasonable notice period, a Worker can be replaced. In the event of the replacement of a Worker, Lanza Engineers BV will do its utmost to replace the Worker with a Worker who has comparable training, knowledge, experience and skills.

10. Contract Terms

  1. If the commencement, progress or delivery of the services or work is delayed because, for example, the Client has not provided all requested information or has not provided it on time, provides insufficient cooperation, the advance payment has not been received by Lanza Engineers BV on time or other circumstances which are at the expense and risk of the Client, Lanza Engineers BV is entitled to a reasonable extension of the specified term. Lanza Engineers BV will make every effort to carry out the service within the agreed term, insofar as this can reasonably be expected. The specified terms are never strict deadlines.
  2. All damage and additional costs as a result of delay due to such causes as referred to in paragraph 1 are for the account and risk of the Client and will be charged to the Client in the event of damage suffered by Lanza Engineers BV.
  3. Lanza Engineers BV is not liable for damage suffered by the Client or fines imposed on the Client if the assignment is not completed or delivered within the specified period.
  4. If there is an implementation phase, or if the Client must give approval, Lanza Engineers BV is entitled to suspend the implementation of the Contract until the moment that the Client has given its approval.
  5. Lanza Engineers BV cannot be held liable if it is unable to provide the worker(s) requested by the Client in a timely manner.

11. Privacy, data processing and security

  1. Lanza Engineers BV handles the (personal) data of the Client and Users of the company with care and will only use these in accordance with the privacy statement. Questions about the processing of personal data and further information can be submitted by e-mail to the provided mail address at the end of these Terms & Conditions.
  2. The client is responsible for the processing of data while using a service of Lanza Engineers BV. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Lanza Engineers BV against any (legal) claim related to this data or the execution of the Contract.
  3. If Lanza Engineers BV must provide information security under a Contract, this security will comply with the specifications agreed upon and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

12. Suspension

  1. Lanza Engineers BV has the right to retain the data, data files, software and any other materials until it has received and/or Client has fulfilled (in-full) its payment obligations.
  2. Lanza Engineers BV is authorized to suspend any of its obligations as soon as the Client is in default with any obligation arising from the Contract, including late payment of invoices. The suspension will be immediately confirmed to the Client in writing. In that case, Lanza Engineers BV is not liable for damage, in any form whatsoever, as a result of the suspension of work.

13. Force majeure

  1. Lanza Engineers BV is not liable if it cannot fulfill its obligations under the Contract as a result of a force majeure situation. During the force majeure Lanza Engineers BV is entitled to suspend its obligations under the Contract as long as the force majeure continues.
  2. Force majeure is in any case understood, but not limited to: (i) force majeure of suppliers of Lanza Engineers BV, (ii) the failure to properly comply with obligations of suppliers prescribed or recommended by the Client to Lanza Engineers BV, (iii) third parties defective goods, equipment, software or materials, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber-crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) major staff illness and (xi) other situations that, in the opinion of Lanza Engineers BV, fall outside its sphere of influence that will hinder temporarily or permanently the fulfillment of its obligations.
  3. As long as the force majeure continues, the obligations of Lanza Engineers BV will be suspended. However, this suspension will not apply to obligations to which the force majeure does not relate to and which have already arisen before the force majeure had commenced;
  4. If a force majeure situation lasts longer than 2 months, or as soon as it is established that the force majeure will last longer than two months, the Contract can be dissolved in writing by either party. If any Activity has already been performed on the basis of the Contract, a settlement will be made pro rata without any liability of either party towards each other.

14. Limit Liability

  1. In the event of an attributable shortcoming on the part of Lanza Engineers BV, Lanza Engineers BV is only obliged to pay any compensation if the Client has given Lanza Engineers BV notice of default within 14 days after discovery of the shortcoming, and Lanza Engineers BV subsequently failed to rectify this shortcoming within the reasonable term stated in the notice of default. The notice of default must be submitted in writing and shall contain an accurate description of the shortcoming or defect such that Lanza Engineers BV is able to respond adequately.
  2. If the provision of services and/or the execution of assignments by Lanza Engineers BV leads to liability on the part of Lanza Engineers BV, that liability is limited to the costs charged in connection with the assignment (but not exceeding a period of 12 months prior to the notice of default) with regards to direct damage. Direct damage is understood as: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, the direct damage, the liability and the method of repair, as well as the costs of emergency facilities.
  3. Under no circumstances is Lanza Engineers BV liable if the worker(s) selected and/or made available do not meet the expectations of the Client. Lanza Engineers BV is also not liable for damage caused by the selected worker(s) supplied to the Client or to third parties.
  4. Lanza Engineers BV is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business interruption and damage resulting from the use of services provided by Lanza Engineers BV, damage due to loss of data, damage due to exceeding of delivery terms, consequential damage and delay damage and interest damage.
  5. The client is responsible for the management and supervision of the workers made available by Lanza Engineers BV to the client and for making the necessary resources available to properly perform the job. The client is also responsible for creating and maintaining a safe working climate in such a way that the worker is safeguarded, insofar as can reasonably be required in connection with the nature of the work.
  6. Lanza Engineers BV is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.
  7. Lanza Engineers BV is not responsible for errors and/or irregularities in the functionality of the website and/or software, malfunctions or the unavailability of the website and/or software for any reason whatsoever.
  8. Lanza Engineers BV does not guarantee a correct and complete transfer of the content of and/ or on behalf of Lanza Engineers BV e-mail, nor for the timely receipt thereof.
  9. The Client indemnifies Lanza Engineers BV against claims from third parties due to damage caused by workers made available to the Client.
  10. All claims from the Client due to shortcomings on the part of Lanza Engineers BV lapse if they have not been reported in writing and addressed to Lanza Engineers BV within one year after the Client became aware or could reasonably have become aware of the facts on which it bases its claims. In any case, the liability of Lanza Engineers BV expires after six months after termination of the Contract.

15. Insurance

  1. Lanza Engineers BV will procure and maintain the following insurances during the validity of the contract:
    1. Public Liability insurance for a sum of not less than €2,000,000 (two million euros)
    2. Professional Indemnity insurance for a sum of €1,000,000 (One million euros)
    3. Employers Liability insurance for a sum of €5,000,000 (Five million euros)
  2. A copy of the policies can be made available to clients upon request.

16. Takeover ban

  1. Without the prior written consent of Lanza Engineers BV, and a reasonable monetary compensation, the Client is prohibited to engage Lanza Engineers BV worker(s) or candidates in any way from the moment that Lanza engineers has recruited and selected them during and up to a maximum of one year after the termination of the Contract.
  2. Also, in the case of secondment of workers by the Client to third parties, the Client must adhere to the takeover agreements already made with Lanza Engineers BV and obtain prior permission.
  3. In the event of a violation of this article, the Client will owe a penalty of €25,000 with an additional penalty of €1,000 for each day that the violation continues, with a maximum of €25,000.
  4. The Takeover Prohibition does not apply if this is explicitly excluded in the Contract between the Client and Lanza Engineers BV.

17. Confidentiality

  1. Lanza Engineers BV and the Client undertake to maintain the confidentiality of all information obtained in the context of an assignment.
  2. If Lanza Engineers BV is obliged on the basis of a statutory provision or a court decision to (partly) provide confidential information to a third party designated by law or competent court, and Lanza Engineers BV cannot invoke a right of non-disclosure, Lanza Engineers BV is not obliged to pay any compensation and the Client is not entitled to dissolve any current Contract.
  3. Lanza Engineers BV and the Client also impose the confidentiality obligation on the third parties to be engaged by them.

18. Intellectual Property

  1. All IP rights and copyrights of Lanza Engineers BV are exclusively Lanza Engineers BV property and are not transferred to the Client.
  2. The Client is prohibited from publishing and/or multiplying, changing or making available to third parties all documents and software with Lanza Engineers BV IP rights and copyrights without the express prior written permission of Lanza Engineers BV and an agreed monetary compensation. If the Client wishes to make changes to items delivered by Lanza Engineers BV, Lanza Engineers BV must explicitly agree to the intended changes.
  3. The Client is prohibited from using the products with Lanza Engineers BV intellectual property rights other than as settled in the Contract.
  4. Any infringement by the Client of the intellectual property rights of Lanza Engineers BV will be punished with a one-off fine of €5,000 (in words: five thousand euros) and a fine of €500 (in words: five hundred euros) for each day that the infringement continues.

19. Disclaimer and Accuracy of Information

  1. The client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents that provides to Lanza Engineers BV in the context of an assignment. The Client is also responsible if the data originates from third parties.
  2. The client indemnifies Lanza Engineers BV against any liability as a result of non-compliance or late compliance with the obligations from the previous paragraph.
  3. The Client indemnifies Lanza Engineers BV against claims from third parties with regards to intellectual property rights on the data and information provided by the Client, which can be used in the execution of the Contract.
  4. If the Client provides electronic files, software or information carriers to Lanza Engineers BV, the Client guarantees that these are free of viruses and defects.
  5. Lanza Engineers BV is not liable for damage suffered by the Client as a result of errors made by seconded workers under the supervision of the client.

20. Complaints

  1. If the Client is not satisfied with the service or products of Lanza Engineers BV or has complaints about the performance on the assignment, the Client is obliged to report these complaints as soon as possible, but no later than 2 weeks after. Complaints can be reported via info@lanzaengineers.com with the subject “complaint”.
  2. The complaint must be sufficiently substantiated and/or explained by the Client for Lanza Engineers BV to be able to handle the complaint.
  3. Lanza Engineers BV will respond substantively to complaints as soon as possible, but no later than 14 days after receipt of the complaint.
  4. Parties will try to reach a solution together.

21. Governing law and Jurisdiction

  1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of the Netherlands.
  2. Each party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
  3. Lanza Engineers BV can unilaterally change these general terms and conditions. The most current version can be found on the website.