Terms
General terms and Conditions
Last updated march 1 2026
Article 1. Definitions
The terminology used in these General Terms and Conditions both in the singular and the plural form and written with a capital letter, are defined as follows:
Account-details: all information that Customer and Authorized Users provide to Lynk when creating, managing and maintaining an user account in the Application. This includes names, usernames, passwords, telephone numbers, email addresses, billing information, and information about accounts and the Application is used;
Agreement: the agreement between Lynk and Customer, consisting of the Order the General Terms and Conditions, and, if applicable, other terms and conditions agreed in writing by the Parties;
AI-model: software that automatically makes predictions, takes decisions and/or gives advice using data analysis, statistics and/or self-learning logic, based on an algorithm;
Application: the software-as-a-service-platform designed for contract control provided by Lynk, including AI-models;
Authorized User: An user-account on the name of Customer, an employee of Customer or a third party to whom Customer or Lynk has given authorization for the use of the Application;
Customer Data: all data processed by the Customer through the use of the Application and AI-models, such as data about their customers, suppliers and employees, as well as contracts and other documents;
Customer: the party with whom Lynk enters into an Agreement and that is bound by these General Terms and Conditions;
Designated Authorized Representative: a person designated in the Order by the Customer who serves as a contact person for Lynk for operational and legal matters and acts as a legal representative within the scope of the Agreement;
Feedback: all information, data and feedback that Lynk receives from Customer about the use of the application and AI-models, including error reports, support requests and requests or ideas about (possible) new or modified functionality of the application or AI-models;
General Terms and Conditions: these general terms and conditions, that are used by Lynk;
License: the right of the Customer to use the Application provided by Lynk, under the terms and conditions set out in the Agreement;
Lynk: the private limited company Lynk Solutions B.V., with its registered office and its principal place of business at Stationsplein 45, 3013AK in Rotterdam, registered with the Dutch Chamber of Commerce under number 81836821;
Offer: the proposal from Lynk to Customer for the provision of the Services and the use of the Application;
Order: the written agreement between the Parties setting out the key terms and conditions regarding the use of the Application, the Licence and the Subscription;
Package: a Licence type described in the Order, including the scope of the Licence and costs;
Parties: Lynk and Customer jointly;
Personal Data: Any data or information of an identified or identifiable natural person regarding the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016);
Services: the services to be provided by Lynk in accordance with the Agreement;
SLA: the Service Level Agreement concerning agreements on maintenance, updates and support regarding the Application;
Subscription: the agreement between Parties regarding regular payment for the use of the Application and provision of the Services;
Trial period: a period of time specified in the Order in which the Agreement between the Parties commenced and the Parties work together (intensively) to ensure the proper implementation of the Application in the Customer's organisation The Trial Period commences on the commencement date of the Subscription;
Working days: Monday through to Friday from 09.00 hours through to 17.00 hours (CET), with the exception of officially recognised national (Dutch) holidays.
Article 2. Applicability
These General Terms and Conditions apply to all Offers, Orders, requests, notifications, availabilities, Agreements, and other legal relationships, whereby Consultancy however named is provided and/or offered to Customer by Lynk.
The applicability of purchase or other (general) terms and conditions of Customer is explicitly excluded.
Lynk is entitled to amend these General Terms and Conditions unilaterally. Lynk shall notify Customer of the amendment and/or new version of the General Terms and Conditions by email to the Designated Authorized Representative thirty (30) days prior to the commencement date of the amendment and/or new version of the General Terms and Conditions at the latest. If and when Customer does not wish to accept the amendment and/or new version of the General Terms and Conditions, the Designated Authorized Representative may notify Lynk of this in writing up to fourteen (14) days prior to the commencement date at the latest. Lynk is subsequently entitled to terminate the Agreement per the commencement date of the amendment and/or new version of the General Terms and Conditions. If and when Lynk does not receive a (timely) response from the Designated Authorized Representative, then the amendment and/or new version of the General Terms and Conditions are regarded as accepted.
Deviations from and supplements to these General Terms and Conditions apply only when these have been agreed upon explicitly in writing by Parties.
When a provision in these General Terms and Conditions is in conflict with a provision in the Order, the provision in the Order prevails.
If and when any provision of these General Terms and Conditions or of the Agreement is null and void or is declared null and void, the other provisions of the General Terms and Conditions or the Agreement remain in full force. To replace the provision that is null and void or has been declared null and void Parties shall in consultation negotiate a new provision that follows the purport of the provision that is null and void or has been declared null and void to the maximum extent possible.
In the event of any conflict between agreements or provisions in the Order, the SLA (if applicable) and the General Terms and Conditions, the following order of precedence shall apply to determine which provision takes precedence: (1) the Order; (2) the SLA (if applicable); and (3) the General Terms and Conditions.
Article 3. Offers
All Offers and other manifestations by Lynk are without obligation and revocable, even if and when this offer includes a term.
Customer guarantees the correctness and completeness of the information provided by them or on their behalf to Lynk upon which Lynk has based its Offer, with the exception of evident typing errors. Any additional work, related to and/or as a consequence of the inaccurate provision of information as referred to here, shall be charged to Customer based on the going rates of Lynk at that time.
After acceptance Lynk is entitled to revoke the Offer within two (2) working days after receipt of the acceptance by Customer.
All periods stated in the Offer and the Order regarding Lynk are to be regarded by Parties merely as target terms, do not bind Lynk and are merely of an indicative nature.
All periods stated in the Offer and Order regarding Customer are to be regarded by Parties as final deadlines.
Article 4. Realisation and performance of the Agreement
An Agreement becomes effective the moment the Order is signed by both Parties, unless the Order contains a different start date.
The content of the Agreement can only be amended and/or supplemented if Parties agree upon said amendments and or supplements in writing, except in the case of the following change: the Customer exceeds the limit of the Package in use. In that case, the Customer will automatically switch to a larger Package and Lynk will only inform the Designated Authorized Representative.
The Customer shall appoint a Designated Authorised Person in the Order who, on the basis of this Agreement, may act on behalf of the Customer in a legally binding manner within the scope of the Agreement. The Designated Authorised Representative is the point of contact for Lynk on behalf of the Customer for the performance of the Customer's obligations under the Agreement. Lynk is entitled to address its communications regarding the Agreement, which are legally binding, solely to the Designated Authorised Representative. Notwithstanding the foregoing provision, the Customer's legally authorised representative may change the Designated Authorized Representative by sending an email to Lynk, which change is considered binding after written confirmation by Lynk.
Lynk is not bound to statements, offers, agreements of other manifestations by subordinates of Lynk, unless these are confirmed in writing by the legal representative of Lynk. Subordinates of Lynk are in this context to be regarded as all staff and employees, not being the legal representative of Lynk.
Lynk will only proceed to conduct other and/or additional work, that falls outside the scope of the original assignment, until Parties have agreed upon this in writing.
Lynk works remotely in principle, and performing work at the Customer's location or at a location designated by the Customer is only possible at the Customer's expense and after written agreement between the Parties.
All delivery dates stated by Lynk shall be observed to the extent possible but can never be regarded as final deadlines. If and when a delivery date is to be exceeded, Parties shall consult at the earliest opportunity regarding a new date.
Lynk is entitled to enlist third parties for the performance of the Agreement. Enlisted third parties are also subject to these General Terms and Conditions. Lynk is entitled to provide those third parties access to the Application, Customer Data and Account details of Customer for the execution of the Agreement. These third parties will be bound by Lynk to identical confidentiality obligations as those set out in Article 7.
During the Trial Period, the Parties acknowledge that they enter into the
Agreement with the mutual intention of establishing a long-term cooperation and that both Parties will commit the necessary time, resources and stakeholders to ensure a proper evaluation of the Application.During the Trial Period, Lynk shall use reasonable efforts and allocate appropriate resources to support implementation and to realise the use cases agreed between the Parties. In the first week of onboarding, Lynk and the Designated Authorized Representative shall jointly define in writing: (i) the use cases to be tested during the Trial Period, (ii) the criteria for a successful Trial Period, and (iii) the conditions under which the Customer may decide not to continue after the Trial Period. This
written definition shall be shared by Lynk with the Customer for information purposes, providing the Customer with the opportunity to propose corrections or additions where necessary. If this document is not amended or contested by the Customer, or if the Parties commence testing and implementation of the Application, the document/writing shall be deemed to have been accepted.Customer hereby acknowledges that the Parties enter into the Trial Period with the full intention of continuing the Subscription (which commences simultaneously with the Trial Period) immediately after the Trial Period, subject to the agreed success criteria being met, and that all relevant internal stakeholders, approval processes and budgetary considerations necessary to enable such continuation have been addressed prior to entering into the Agreement.
Customer further acknowledges that, at the time of entering into the Agreement, there are no known internal obstacles that would prevent continuation after the Trial Period, including internal approval processes, budget reconsiderations, lack of user availability, insufficient internal IT capacity, newly introduced requirements not previously discussed, absence of key employees, incomplete access to contracts or data within the Customer’s organisation, or a higher volume of users, documents or use cases than initially anticipated.
Lynk has the right to terminate the Agreement immediately during the Trial period by giving written notice if Lynk believes that the use cases for the Application specified before or immediately after the conclusion of the Agreement between the Parties cannot be realised.
During and/or immediately after the Trial period, the Parties will agree on how and when the Application will be used. The Parties will make every reasonable effort to do what is necessary for this intended use.
Lynk has the right to use AI-models within the Application and in the performance of the Services. When Lynk is using AI-models in the Application and/or in the Services, there is no constant human supervision on the results of the used AI-models. Lynk does, however, apply automated checks on the accuracy and consistency of the AI-models used. Lynk solely monitors the expected accuracy of the AI-models used.
If a Service is provided with use of an AI-model, the Service and its results may contain imperfections. Lynk does not guarantee that the Service is or its results are complete of error-free and accepts no liability for damages resulting of decisions made by the Customer on the basis of the results of the Service, except in cases of intent of gross negligence by Lynk.
When using the Application, the Customer may use AI-models which are provided in the Application or connected to the Application. The use of those AI-models within or by the Application is at the Customer's own responsibility, expense and risk. The use of AI-models that are not owned by Lynk are subject to the (licence) terms and conditions of the relevant suppliers. The use of AI-models that are owned by Lynk are subject to the (licence) terms as included in these General Terms and Conditions.
Lynk’s AI-models are trained using Customer Data, which is always anonymised before being used as training data. If a Customer does not want this, they can opt out, with the result that the Customer will not have access to smarter AI-models trained on data from other Customers that have not opted out. Third-party AI-models are configured so that they do not train with Customer Data.
The Customer must use the AI-model in line with its intended use, any instructions for use, and in compliance with the AI Act and other relevant laws and regulations. The Customer is aware of the characteristic feature of AI-models that they may contain changing and self-learning technology, whereby the outcomes of the AI-model's conclusions may change. The results of using the AI-models depend on the Customer Data used and its quality. Lynk therefore does not guarantee that the results are always correct, complete or accurate.
Customer is responsible for fulfilling their obligations under the AI Act, such as providing human supervision and ensuring a sufficient level of AI literacy.
Lynk may make beta or test models of (functionality of) the Application or
AI-models available to the Customer that are initially free of charge, but for which Lynk may later charge an additional fee at its own discretion.Lynk is entitled to permanently discontinue (part of) the Services, Application or AI-models. Lynk will notify the Customer in writing at least three (3) months in advance. If such discontinuation materially and adversely affects the Customer’s essential use flow of the Services or Application, and no reasonably equivalent alternative functionality is provided, the Customer is entitled to terminate the Agreement in writing with effect from the date of discontinuation, without being liable for any further payment obligations beyond that date.
Lynk is entitled to make video and/or audio recordings of meetings with Customer both prior to the signing of the Agreement and during the term of the Agreement. These recordings may be used for contributing to customer success, providing support, taking meeting notes, product development, internal training of employees, and for marketing purposes, including the use of quotes, provided that Lynk shall take the necessary measures to ensure that this processing of data and any Personal Data is carried out lawfully.
Terms and conditions regarding maintenance and support in relation to the Application are included in the SLA. If Parties do not sign an SLA the following applies:
Lynk will perform maintenance and provide updates for the Application at its own discretion.
Customer may provide Feedback and support requests by email to the
email address provided by Lynk for this purpose. Lynk will handle the
Feedback and support requests at its own discretion and without any
commitment to respond or resolve issues within a specific time frame.
Article 5. Price and payment
All prices are excluding turnover tax (VAT) and other levies that are imposed by the government. All prices stated by Lynk are in Euros and Customer must pay in Euros, unless otherwise agreed upon in writing.
Any costs due to additional work, that are related to and/or are the consequence of inaccurate provision of information as referred to in article 3 paragraph 2 or article 6 of these General Terms and Conditions, are never included in the price agreed upon and are charged to Customer based on the going rates of Lynk at that time.
Lynk entitled to unilaterally change the prices and Packages and will inform the Customer of this in writing two months prior to the effective date of the change. Customer may terminate the Agreement on the effective date of the change by giving written notice to Lynk.
The provisions referred to in the third paragraph of this article also apply when the price amendment occurs at a supplier of Lynk, resulting in them amending their price in relation to Lynk.
Notwithstanding the provisions of paragraph 3 and 4, Lynk shall at all times be entitled to adjust prices annually on the basis of the price indices of the Services Price Index (DPI): commercial services and transport: 'Information & Communication': “computer programming, consultancy & related services” or – if relevant in view of the agreed services – “information services” (index 2021=100) as published by Statistics Netherlands (CBS), or by 3%, whichever amount is higher. Adjusting prices based on indexation does not entitle the Customer to terminate the Agreement.
Amounts owed to Lynk are paid by Customer in accordance with what has been agreed upon in the Order or on the payment terms stated on the invoice. In the absence of a specific arrangement, the Customer must pay an invoice within thirty days (30) days after the invoice date. Lynk is entitled to carry out its invoicing electronically and to send the invoices electronically.
If Customer consists of multiple (legal) entities or enterprises, then each of those (legal) entities are bound towards Lynk jointly and severally to performance of all obligations under the Agreement.
Regarding the performances by Lynk and the amounts payable for those by Customer the information from the accounts of Lynk supply full evidence, without prejudice to the right of Customer to supply evidence to the contrary.
If and when Customer does not pay the amounts payable or does not pay them on time, Customer is, without any demand or notice of default required, from the expiry of the period agreed or stated in paragraph 5, owed the statutory default interest rate applicable at that time (in 2026: 10.15% per annum for commercial transactions) per month over the overdue amount. If and when Customer after demand or notice of default remains in default to pay the debt, then Lynk may refer the debt for collection and Customer is in addition to the then total amount owed also bound to payment of all reasonable legal and other costs.
Lynk is entitled to sell, transfer, or pledge its claims to payment to a third party.
Customer is not entitled to suspension of any payment or to set off amounts payable.
Article 6. Obligations of Customer
Customer is obliged to provide to Lynk all necessary information, data and (access to) facilities in a timely manner, in the required form and in the required manner for the performance of the Agreement. Immediately after signing the Agreement, the Customer shall provide the invoice details requested by Lynk, including email address and contact person for administrative questions.
Customer guarantees that the data, information, designs and specifications provided to Lynk for the purpose of configuring, implementing or integrating the Application and the Services are lawful, accurate and complete, including where such materials originate from third parties. This guarantee does not apply to Customer Data processed by the Customer through the use of the Application in the ordinary course of business.
Customer is obliged to compensate loss suffered by Lynk, including costs
incurred, lost profits and loss of interest, if and when this loss is the consequence of amendment and/or termination of the Agreement irrespective of the reason for this, except for force majeure.Customer shall never sell, transfer, or pledge rights and obligations which they have under an Agreement to a third party, unless explicitly otherwise agreed upon in writing.
Article 7. Nondisclosure and confidentiality
Lynk and Customer ensure that secrecy is observed with respect to all information received from the other party – including in any case information regarding the Application delivered by Lynk, AI-models, methods of working, prices adopted, discounts and terms and conditions – of which one knows or should reasonably know that these are of a confidential nature. Information is in all cases regarded to be confidential if and when it has been stated to be such by one of the Parties.
This ban does not apply if and when and to the extent that provision of the
information concerned to a third party is necessary pursuant to a court decision, a statutory requirement, under a statutory order by a government agency, the obtaining of legal advice and assistance or for the good performance of the Agreement. The party receiving confidential information shall use this only for the purpose to which it has been made available.This ban also does not apply to information that was already public prior to Lynk receiving it or that has later become public without this being attributable to Lynk.
The party receiving the confidential information will only use this for the goal for which the information was shared. It is not allowed to use the information for own purposes.
The Parties are obliged to handle the information provided and received with care, even if such information is not explicitly marked or qualified as confidential.
The party receiving the confidential information will fittingly protect and secure the information against unauthorized access and wrongful use.
The party receiving the confidential information is under obligation to directly cease the use of information and destroy or return the information if asked to do so by the other party, unless the receiving party has a remaining right of use such as Lynk’s right of use as referred to in article 9 paragraph 4 and 5 or the use of the information is necessary pursuant to a legal provision, a court decision, a statutory requirement, under a statutory order by a government agency or the obtaining of legal advice and assistance.
The GDPR applies to the processing of Personal Data. If necessary, the Parties will enter into a separate processing agreement for the processing of Personal Data by Lynk on behalf of Customer.
Article 8. Suspension
If and when Customer does not meet all payments due under the Agreement, Lynk is entitled to suspend its obligations under the Agreement until the payment obligations under the Agreement have been met.
If and when there is a matter of inaccurate provision of information by Customer as referred to in article 3 paragraph 2 or data, information, designs or specifications that contain inaccuracies knowable to Lynk, as referred to in article 6 paragraph 2 of these General Terms and Conditions, Lynk is entitled to suspend its obligations under the Agreement and these General Terms and Conditions until Lynk can perform the Agreement, without let or hinderance due to lacking or inaccurate information.
Article 9. Intellectual property and License
All rights of intellectual property to the Application, AI-models, data files, data banks, equipment, drawings, calculations, models, designs, analyses, and preparatory material thereto and documentation and other information regarding to the Application and AI-models and the use of the Application and AI-models, lie exclusively with Lynk.
Besides the user rights that have been explicitly mandatorily granted by law, Customer exclusively obtains the following License during the term of the Subscription: the temporary, non-transferable, non-pledgeable and
non-sublicensable user right to use the Application within Customer’s own
business and organization. The right of use is limited as defined in the Order and General Terms and Conditions, including but not limited to: amount of users, storage and processing capacity, upload limits and time. Lynk is permissible to apply a fair use policy in order to monitor and prevent, among other things, misuse or incorrect use of data processing by Customer. The Customer must comply with this fair use policy.Customer is not permitted to:
sell, distribute, transfer its rights to anyone else or commercially exploit them in any other way than is explicitly permitted in the Agreement;
make the Application available to someone who is not an Authorized User, for example by sharing login details – login details are personal and may not be used by anyone other than the person to whom they have been assigned;
copy or reproduce the design of the Application or parts thereof or (try to) copy the source code of the Application for example by making and sharing a screenshot or video of the Application;
use the Application or cause the Application (or any part of it) to be used to build a competing Application or assist someone to build a competing
Application;use the Application to process illegal, criminal or unlawful data and other
information;use the Application outside the specified margins and limits of that use, such as the amount of Authorized Users, storage capacity, processing capacity, upload limits and time.
With regard to the use of AI-models, Customer is also not permitted to:
misleading others by suggesting that AI-generated content originates from a human being;
use the AI-models to create unlawful content or misleading information and infringing on the rights of third parties;
copy or reproduce the design of the AI-models or parts thereof or (try to) copy the source code of the AI-model for example by making and sharing a screenshot or video of the Application;
use the AI-models or cause the AI-models (or any part of it) to be used to build a competing AI-model or assist someone to build a competing AI-model;
use the AI-models to process illegal, criminal or unlawful data and other
information;use the AI-models outside the specified margins and limits of that use, such as the amount of Authorized Users, storage capacity, processing capacity, upload limits and time.
Customer is solely responsible for and entitled to the Customer Data and any intellectual property rights that may apply to it. Customer hereby grants Lynk for the duration of the Agreement the right to use the Customer Data for the execution of the Agreement, including storing, hosting, processing, analysing, displaying, reproducing, modifying and creating derivative works, the providing support, conducting audits and analysing Application usage to improve the Application. Customer hereby grants Lynk the irrevocable and indefinite right to use the Customer Data for the purpose of training the AI-models and to use Feedback for improving, changing and renewing the Services, the Application and AI-models, without Lynk being liable for any compensation whatsoever.
Customer hereby grants Lynk, for the duration of the Subscription, the right to
publish the logo and trade name (even if this is a (registered) brand name) of
Customer on the website of Lynk and the right to use (jointly) developed usecases, video material and white papers for commercial, marketing and training
purposes.
Article 10. Period and termination of the Agreement and Subscription
The Agreement comes into effect on the date of the last signature of the Order. The Subscription starts on the commencement date of the Subscription as specified in the Order. The duration of the Agreement is equal to the duration of the Subscription, as specified in the Order. Termination of the Agreement means termination of the Subscription and vice versa.
The Agreement and the Subscription will always be automatically renewed for periods equal to the initial period or the renewal period specified in the Order, unless one of the Parties has terminated the Agreement or Subscription in writing, subject to a notice period of three months prior to the end date of the then current term.
Parties are entitled to terminate the Agreement by registered letter in full or in part with immediate effect without further notice of default, without judicial intervention and without being bound to paying compensation, when:
when the other party has been granted provisional or final suspension of
payment;the other party has been declared bankrupt or their bankruptcy has been filed for;
the company of the other party is wound up or terminated other than for the purpose of reconstruction or merger of companies.
If and when the Agreement is terminated under the preceding paragraph the performances already carried out cannot be undone and the amount of the payment owed by Customer for the performances of Lynk shall be calculated pro rata of completion of the Agreement.
Lynk is entitled to terminate the Agreement in full or in part if and when Customer fails to meet one or more obligations under the Agreement, after Lynk has first sent Customer a notice of default in writing and has granted a reasonable period to meet those obligation(s), and Customer still fails. The notice of default and reasonable period may be omitted if and when performance by Customer is no longer possible. Termination in part in this respect entails Customer owing Lynk a compensation pro rata of completion of the Agreement. Any advance payments to Lynk are not subject to reversal as a consequence of the termination as referred to
in this paragraph.Obligations which by their nature are intended to continue after termination of the Agreement will continue accordingly. Lynk is entitled to investigate whether Customer meets these obligations. The obligations referred to in this provision include at least those regarding nondisclosure and confidentiality (article 7) and Intellectual property (article 9) and liability and indemnity (article 11).
Upon termination of the Agreement, regardless of the reason, the Customer retains the right to access their Customer Data. Lynk will enable the Customer to export their Customer Data in a commonly used, machine-readable format free of charge for a minimum of sixty (60) days after termination. Lynk is entitled to delete all Customer Data after that period.
The provisions in this article, are without prejudice to the other possibilities for
termination, that Parties have agreed upon in writing.
Article 11. Liability and Indemnity
The total liability of Lynk due to attributable failures in the performance of the Agreement or on whatever legal ground, explicitly including each failure in the performance of a guarantee or indemnity obligation agreed upon with Customer, is limited to compensation of loss as detailed in this article.
Direct damage is limited per occurrence or per series of interrelated occurrences to a maximum of the amount of the price (excluding VAT) stipulated in the Agreement, which price is set for the total amount of payments Customer is obliged to Lynk over one year. In no case shall the total liability of Lynk for direct damage, on whatever legal ground however amount to more than twenty-five thousand Euros (€ 25,000.-). If, due to the same cause, several customers simultaneously suffer damage attributable to Lynk, the total compensation owed by Lynk to Customer and all other customers who have suffered damage shall never exceed the extent of the amount actually paid out by the insurer; the compensation is then distributed proportionally.
Indirect damage and/or consequential loss, including lost profit, lost savings, diminished goodwill, loss through business interruption, damage resulting from claims from customers of Customer, damage related to the use of matters that have been stipulated to Lynk by Customer, materials, or software of third parties and damage related to the use of suppliers that have been stipulated to Lynk by Customer are excluded. Also excluded is the liability of Lynk related to corruption, destruction or loss of data or documents.
Lynk is not liable for exceeding a delivery period laid down in the Agreement or otherwise laid down in writing.
The limitations of liability under this article do not apply if and when and to the extent that there is a matter of intent or wilful recklessness by Lynk.
Condition for the establishment of any right to compensation for losses is always that Customer notifies Lynk of the damage promptly, yet in any case within two (2) months after the occurrence thereof, in full and in writing by registered letter.
Customer hereby indemnifies Lynk against claims from third parties relating to rights of intellectual property or any other rights to the materials or data supplied by Customer, that are used in the performance of the Agreement and to the Customer Data that is processed by the Application.
Customer hereby indemnifies Lynk against all claims from third parties – which include shareholders, directors, and staff of Customer, as well as affiliated legal entities and companies and others involved with the organisation of Customer – that ensue from or are related to the performance of the Agreement.
The provisions referred to in this article and all other limitations and exclusions of liability stated in these General Terms and Conditions apply in part for the benefit of all (legal) entities of which Lynk and its suppliers make use for the performance of the Agreement.
Article 12. Force majeure
None of Parties are bound to the performance of any obligation, including any statutory and/or agreed guarantee obligation, if and when they are prevented therefrom as a consequence of force majeure. Force majeure on the part of Lynk is understood to include: (i) force majeure of suppliers of Lynk, (ii) suppliers that have been stipulated to Lynk by Customer not properly meeting obligations, (iii) deficiency of matters, equipment, software or materials of third parties of which the use has been stipulated to Lynk by Customer, (iv) government measures, (v) power outage, (vi) disruption of internet, data network or telecommunication facilities and (vii) (cyber) crime, (cyber) vandalism, war or terrorism.
If and when a force majeure situation continues in excess of sixty (60) days or when it is incontrovertible that it will continue in excess of sixty (60) days, each of the Parties is entitled to terminate an Agreement between Parties in writing by registered letter. Performances already carried out under the Agreement, are in that case settled pro rata, without Parties owing each other. This right lapses on the expiry of four (4) weeks after the force majeure ends.
Article 13. Penalty Clause
These General Terms and Conditions include a number of obligations for
Customer that are the core of and/or form an integral part of the core of the
General Terms and Conditions, to such an extent that in the case of a full or partial breach thereof, Parties may impose the following penalties against each other.The obligations laid down in article 7 (Nondisclosure and confidentiality) are charged with a penalty of fifteen thousand Euros (€ 15,000.-) as a lump sum and a penalty of one thousand five hundred Euros (€ 1,500.-) for each day that such a breach continues.
The obligations laid down in article 9 (Intellectual property) are charged with a penalty of twenty-five thousand Euros (€ 25,000.-) as a lump sum and a penalty of two thousand five hundred Euros (€ 2,500.-) for each day that such a breach continues.
The penalties explicitly do not prejudice the right of Parties to claim performance, termination, or full compensation.
Article 14. Other provisions
Agreements and/or terms and conditions agreed upon between Parties prior to entering into the Agreement, if and when they are in conflict with any provision of these General Terms and Conditions and/or of the Agreement, shall be nullified.
A party not exercising any right or employing any legal remedy does not constitute a waiver of that right or legal remedy.
Dutch law applies to all agreements entered into by Lynk and the ensuing
obligations. Applicability of the Vienna Convention on Contracts for the
International Sale of Goods 1980 is excluded.All disputes arising from and/or related to these General Terms and Conditions and the legal relationships established between Parties will be resolved by the competent Dutch court in Rotterdam.
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