1. Definitions
1.1. Account: personal account that every User receives after registration and payment by Client. Through the Account, Users can use the Software.
1.2. Agreement: any agreement between Parties relating to the provision of Services by Lepaya. 1.3. Client: any legal person with whom Lepaya enters into and/or has entered into a legal relationship for the use of the Software and Services of Lepaya. 1.4. Fees: the relevant pricing agreed upon in a Work Order that Lepaya charges Client for the provision of its Services. 1.5. Intellectual Property Rights: umbrella term for all intellectual rights to the Services and the online Platform of Lepaya, including but not limited to brands and copyright.
1.6. Module: a training module offered and designed by Lepaya, combining a (virtual) classroom session with online bite-sized learning.
1.7. Lepaya: the private company LTD GROUP B.V. (Chamber of Commerce registration number: 69553998) and subsidiaries, trading as ‘Lepaya’.
1.8. Party/Parties: Client and Lepaya, jointly or separately.
1.9. Platform: the online learning environment of Lepaya to which the User and Client are granted access to through an Account.
1.10. Services: the services Lepaya offers in addition to the Software, including the design of or advice on optimizing Modules.
1.11. Software: the software Lepaya has developed to design Modules and measure progress in learning.
1.12. Terms and Conditions: these general terms and conditions.
1.13. User: an individual private person or legal entity (company) making use of the Software. This includes employees of legal entities that use the Software on the initiative of their employer.
1.14. Work Order: the agreement in which Parties agree on the Services that Lepaya will deliver to Client. A Work Order will contain a description, the Fees, the term and relevant conditions.
2. Applicability
2.1. These Terms and Conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services by or on behalf of Lepaya and form part of every (legal) act related to the preparation, realization or execution of the Agreement.
2.2. The Terms and Conditions also apply to all subsequent agreements between Client and Lepaya, if Client has accepted their validity in previous agreements with Lepaya.
2.3. These Terms and Conditions can only be deviated from with prior written permission of Lepaya or by means of a written agreement between Lepaya and Client.
2.4. The applicability of any of Client's terms and conditions is explicitly excluded.
2.5. In the event of any contrariety between the various documents describing the agreements between the Parties, the following order of precedence shall apply:
- The Work Order
- The Master Service Agreement
- These Terms and Conditions
- Any additional Terms and Conditions.
2.6. If any provision of these Terms and Conditions should be null and void or is annulled, the other provisions of these Terms and Conditions shall remain fully applicable and effective. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
3. Terms of Service
3.1. The use of the Service of Lepaya is reserved to authorized Users and Clients.
3.2. To use the Software, Users can use the Account that will be made available to them by Lepaya. Client will sign up Users to gain access to the Software.
3.3. Lepaya may issue passwords for the User’s accounts to Client, or enable Clients’ administrator to issue these passwords. Client is responsible for the confidentiality of the User’s passwords.
3.4. Client and User agree to immediately notify Lepaya of any unauthorized use of passwords or any other known security breach, so Lepaya can take appropriate action.
3.5. Sharing of Accounts by Users is not permitted.
3.6. In the event of discovery of misuse of Accounts and/or sustained or frequent breaches of the provisions laid down in this article, Lepaya reserves the right to suspend or annul the provision of Services without prejudice to the right to claim damages. In that case, Client is not entitled to any compensation.
3.7. Lepaya is entitled to change the quantity and content of its Service, or parts thereof, to improve the quality of the Service. In that case, Client is in no way entitled to a refund or discount.
4. Obligations of Client
4.1. Client is responsible for the information they have provided to Lepaya, the use of the Service and keeping access to these confidential. Client commits to using the Service within the limits of the provisions of the Agreement, these Terms and Conditions and the applicable laws and regulations, including the General Data Protection Regulation (“GDPR”).
4.2. Client is responsible for the management of the Accounts. For employees leaving the employment of Client, access to the Service of Lepaya shall be renounced, specifically by canceling the Account.
4.3. Client must ensure that all information and documents, which Lepaya believes it needs for the correct and timely execution of the Service, are correct and complete and are provided to Lepaya in a timely manner and in the form and manner required by Lepaya.
4.4. Client shall ensure that Lepaya is promptly informed about facts and circumstances that may be of importance in connection with the proper performance of the Service.
4.5. Client is only permitted to make the information and Service provided by Lepaya (in part or in full) available to Users and any parent company, subsidiary or sister companies of Client.
4.6.Client is not permitted to rent out, sell, make available in any way or commercialize the information and Service provided by Lepaya (in part or in full) to third parties.
5. Fees and Invoicing
5.1. The Fee for the use of the Software and other Services will be agreed in the Work Order.
5.2. All Fees will be invoiced in EUROS and exclusive of VAT, unless otherwise agreed in writing.
5.3. Client shall pay Lepaya the Fee for the Service as stated in the Work Order. Client must make payments to Lepaya according to the payment method indicated on the Work Order. Lepaya is free in the choice of offering payment methods and these may also change from time to time.
5.4. Lepaya will invoice the Fee in full within the 30 (thirty) calendar days following the date on which the relevant Work Order is duly executed by both Parties. If Parties do not sign a Work Order on the same date, the latest date on which a Party has signed will serve as execution date of the relevant Work Order.
5.5. Client will pay invoices according to the payment conditions in the Agreement and Work Order, without any setoff, deduction or suspension. Client must notify Lepaya of any objections to invoiced Fees.
5.6. Lepaya will send a (digital) invoice to Client for the amount owed by Client. Client agrees to digital billing.
5.7. If payment in terms is agreed upon, the further terms will be determined and documented. Client will receive a separate invoice for each payment due.
5.8. After the unexpired term of payment stated on the invoices, the applicable statutory interest is due. In addition, Lepaya is entitled to recover from the Client all costs, both judicial and extrajudicial, involved in obtaining payment of the amount due.
5.9. Unless otherwise agreed upon, promotions and discounts are one-off only.
5.10. Client is not authorized to deduct from the price any amount due to a counterclaim against Lepaya asserted by Client, unless otherwise agreed upon.
5.11. If Client fails to fulfill due payment after two payment reminders, Client will be declared in default, upon which Client will owe the applicable statutory interest on the outstanding amount and will also be obliged to pay the extrajudicial collection costs. In case of default of payment, Lepaya is also authorized to terminate the Agreement with Client, effective immediately, without prejudice to Client’s obligation to fulfill its payment obligations towards Lepaya.
6. Offer and Acceptance
6.1. Offers and quotations of Lepaya are revocable and valid for the term indicated therein. If no term is indicated, the offer or quotation is valid until 30 (thirty) days after the date the offer or quotation was issued.
6.2. Offers and quotations do not apply to repeated orders, unless Parties have agreed upon this explicitly in writing.
6.3. If Client has accepted the offer or quotation electronically, Lepaya will promptly confirm the receipt and acceptance of the offer or quotation electronically.
6.4. Lepaya reserves the right to refuse assignments without giving reasons.
6.5. The offer by Lepaya will contain the following information: a description of the training and of the (possible) educational material that is part of it, the method of execution, starting moment of the training, the admission requirements (if any), the total investment, and a link to these Terms and Conditions.
6.6. By accepting an offer, Client makes it known that he knows and accepts the Terms and Conditions of Lepaya. If the Terms and Conditions are only provided electronically, Client expressly consents to this form of provision.
7. Execution of the Agreement
7.1. Lepaya will perform the Service after the Agreement is signed by both Parties with effect from the effective date specified in the Agreement and/or the Work Order, provided the payment obligations have been fulfilled.
7.2. The Agreement and the Work Order(s) will clearly define the time frame within which the Services will be provided.
7.3. Lepaya will make every effort to meet the agreed delivery times. If Lepaya cannot deliver the Services within the agreed timeframe, it will notify Client.
7.4. The Service shall be performed by Lepaya in cooperation with Client, but in any case properly and with full commitment, understanding and knowledge.
7.5. If and to the extent required for the proper execution of the Agreement, Lepaya has the right to have certain activities performed by third parties. The Terms and Conditions also apply to the work performed by third parties within the framework of the Agreement. Any related unexpected additional costs will be borne by Lepaya.
8. Termination of the Agreement
8.1. Agreements will run for the term specified in the Agreement.
8.2. For Services already provided by Lepaya before the end of the Agreement, the amounts will remain due undiminished and become immediately payable at the time of termination.
8.3. Obligations which by their nature are intended to continue even after the end of the Agreement, shall remain in full force and effect even after the end of the Agreement, and shall apply to Client and its legal successors.
8.4. Upon termination of the Agreement, each Party shall promptly deliver to the other Party all goods, items and documents in its possession that are owned by the other Party.
9. Use of Software
9.1. Users of the Software must be at least 18 (eighteen) years old.
9.2. It is prohibited to use the Software in such a way that violates the Dutch law or other applicable laws and regulations.
9.3. Client and User agree to:
- do not enter any non-public or secure areas of the Software;
- do not send viruses or worms;
- do not use any defamatory, threatening, hateful, obscene or abusive language, images or other content on the Software;
- do not investigate, scan or test the Platform or any other related system or network, or violate any security or authentication.
9.4. Users may not create an Account on someone else’s name.
9.5. Lepaya is entitled to (temporarily or permanently) block an Account and deny User access to the Platform, if it suspects abuse of the Account or the Software.
10. Availability of the Software
10.1. The Software is available on one of the Lepaya apps on mobile devices running Apple iOS and Android OS Operating Systems and/or as a web version. Lepaya will use reasonable efforts to make the Software available at all times. However, Client acknowledges the Software is provided over the internet and mobile networks and thus the quality and availability of the Software may be affected by factors outside Lepaya’s reasonable control.
10.2. Users may install the Lepaya Microsoft Teams application, in which Users receive notifications in Microsoft Teams about the progress of their Lepaya training program and support their learning journey. More information on the Lepaya Microsoft Teams application can be found here.
10.3. Lepaya does not accept any responsibility whatsoever for unavailability of the Software, or any difficulty or inability to download or access content or any other communication system failure which may result in the Software being unavailable.
10.4. Lepaya does not provide any guarantees relating to the functioning of the online learning environment on the (computer) systems and networks of Client and its Users.
10.5. Lepaya shall at all times make every effort to optimally execute the provision of the Service. If, at any moment, the provision is nevertheless interrupted, this does not entitle Client to a (partial) refund or discount. Neither will this entitle Client to any off-set and/or suspension of its payment obligations towards Lepaya.
10.6. To the maximum extent permitted by law, Lepaya hereby disclaims all implied warranties regarding the Software. The Software is provided “as is” and “as available” without warranty of any kind.
11. Intellectual Property
11.1. Client or User shall not be entitled to any Intellectual Property Right with respect to the Software and/or the other services and information offered, except for proprietary Client or User data shared through the Platform.
1.2. Lepaya will have and retain the sole ownership of any and all Intellectual Property Rights in relation to “Off-the-Shelf Material”, meaning the material for Modules that is solely designed and developed by Lepaya. This includes all material for which Lepaya leverages existing material or independently adapts its material to fit Client’s needs and/or look-and-feel.
11.3. Lepaya and Client will have joint ownership of the underlying Intellectual Property of the “Customized Material”, meaning all material for Modules delivered by Lepaya to Client whereby the material has been fully customized for Client or fully co-developed with Client. For the avoidance of doubt, the mere adaptation of material to give it Client’s look-and-feel will not be considered as Customized Material.
11.4. Insofar (content in) the Software is created by Lepaya that is not at the request of Client and/or in cooperation with Client, all Intellectual Property Rights created in respect of the development or creation of the Software or its contents are deemed to be vested in Lepaya, and, insofar created by Client, shall be regarded as having been made by Client for and on behalf of Lepaya for no consideration, unless agreed differently the Agreement. Insofar such Intellectual Property Rights created by Client on Lepaya’s behalf are not assigned to Lepaya by operation of law, Client hereby assigns to Lepaya in advance all the rights, interest and title in such Intellectual Property Rights and shall assign all such rights, interests and titles to Lepaya as soon as it is created at Lepaya’s first request, and Client shall cooperate fully in recording such rights in the name of Lepaya as exclusive owner. Client hereby waives and agrees never to assert any and all rights it may have in or with respect to any Intellectual Property Right (or to register any such right in its own name), even after termination of the Agreement.
11.5. Lepaya gives Client and the Users a number of revocable, non-exclusive and non-transferable licenses to install and use the Software as specified in the Agreement, for a time period as specified in the Agreement and/or the Work Order. One license may only be used by one User at the same time. Client and Users are not allowed to sell, sub-license, distribute or access the content of the Software in any way, other than by using the Software in accordance with such licenses.
11.6. Client and the Users may solely use the Software for personal, non-commercial use, unless agreed differently in the Agreement.
11.7. In the event of a breach of this article, Client will be liable, also on behalf of the Users, to Lepaya for an immediately payable amount of EUR 50.000 per breach and EUR 2.500 for each day on which the breach continues. This penalty does not prejudice Lepaya’s entitlement to compensation for damages insofar such damages exceed the amount of the penalties incurred.
12. Confidentiality
12.1. All non-public information disclosed by Lepaya or Client which everyone reasonably knows or should know is confidential is considered to be “Confidential Information”. It shall not include:
- Information that is already in possession of the receiving Party before the disclosure;
- Information that has been legitimately owned by the receiving Party through a third party, who does not violate a confidentiality obligation against the providing Party; or
- Information that has become available to the public domain without any (in)direct involvement of that Party, or after the disclosure other than as a consequence of a violation of these Terms and Conditions by the receiving Party;
- Information that has to be disclosed as a result of a given order of court decision granted for that purpose, in which case the relevant Party will notify the other Party in advance, unless this is forbidden by law or pursuant to the given order or relevant court decision.
12.2. Lepaya and Client agree to keep all Confidential Information strictly confidential and secret. The receiving Party of the Confidential Information shall not disclose, use, transmit or otherwise make it available to any entity or person, except if this is necessary to fulfill the obligations in these Terms and Conditions or any other agreement between Parties.
12.3. The Parties should take all reasonable necessary actions to preserve and protect the Confidential Information.
12.4. Each Party agrees to restrict access to the Confidential Information to its employees.
12.5. When the Agreement between Lepaya and Client and Users ends, each Party shall return or destroy – as the Parties agree – all (copies of) the Confidential Information.
13. Personal Data Protection
13.1. Parties may enter into a separate agreement in which they establish responsibilities, agreements and mutual obligations regarding the exchange, processing and handling of personal data.
13.2. Lepaya will process the personal data of Client and its Users within the limits of the statutory regulations and objectives of Lepaya and Client respectively, in an appropriate, careful and safe fashion.
13.3. Personal data will be processed by Lepaya in accordance with its privacy policy, which can be found on the Lepaya website (https://lepaya.com/en/privacy/).
14. Liability
Lepaya is not in any event liable for:
- the actions or inactions of Users;
- the situation where User’s mobile device is stolen and any third party subsequently makes use of User’s Account;
- unauthorized and illegal access to an Account by third parties, which could not be prevented by the security measures taken by Lepaya;
- failure to meet any of Lepaya’s obligations under these Terms and Conditions where such failure is due to events beyond Lepaya’s control (for example a network failure);
- any damage or alteration to User’s equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Software.
14.2. Client declares not to hold Lepaya liable with respect to claims by Client resulting from the use of the Service. Client indemnifies Lepaya for any liability or claim by any and all third parties that result from or are caused by the use of the Service.
14.3. Any liability of Lepaya resulting from intent or wilful recklessness on the part of Lepaya will be limited to the maximum amount per claim which will be paid out in that case under the liability insurance taken out by Lepaya. If, for whatever reason, the above-mentioned insurance does not give claim to payment or if no payment takes place, the liability of Lepaya will be limited to no more than the amount invoiced to Client and paid by Client in the most recent contractual year. Lepaya shall never be liable for any form of indirect losses.
15. Indemnification
15.1. Clients and Users will indemnify, defend, and hold Lepaya harmless from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of third party claims regarding:
- any injury or damages resulting from behavior of User related to the use of our Platform; and
- any breach of these Terms and Conditions or violation of any applicable law, regulation or order by Clients and Users.
16. Complaints and Disputes
16.1. For Lepaya the delivery of top quality is a requirement. In everything we do, we strive to achieve this. However, it is of course possible that a Client is not satisfied with something. Filing a complaint can be done by sending an e-mail to info@lepaya.com.
16.2. All complaints will be treated confidentially. We strive to respond as soon as possible and will at all times respond within 14 (fourteen) calendar days. If a longer period of time is required to carry out research, the complainant will be informed within 14 (fourteen) calendar days.
16.3. If Client is not satisfied they can file a complaint through www.nrto.nl at ‘Commissie Kwaliteitshandhaving’. The verdict of ‘Commissie Kwaliteitshandhaving’ is binding for Lepaya.
16.4. All complaints will be recorded and kept for a period of time of maximum 1 (one) calendar year.
17. Force Majeure
17.1. Lepaya is never liable in the case of a situation of Force Majeure. As far as the fulfillment is not permanently impossible, its obligations are suspended.
17.2. The Parties are entitled to rescind the Agreement, without any obligation to pay damages to either Party in that case, if the period in which performance of the Agreement is not possible due to Force Majeure lasts or will last longer than 60 (sixty) days.
17.3. If at the occurrence of the Force Majeure Lepaya has already partially fulfilled its obligations, or can only partially fulfill its obligations, Lepaya is entitled to invoice separately the Service(s) already delivered or the deliverable part of the Service(s), respectively, and the Client is obliged to pay this invoice as if it were a separate invoice.
18. Amendment of Terms and Conditions
18.1. Lepaya reserves the right to change these Terms and Conditions. When these Terms and Conditions are changed in a significant way, Lepaya will post a notification on the Website along with the updated Terms and Conditions. Lepaya will also notify Client by sending an email. By continuing to use the Service, Client acknowledges the most recent version of the Terms and Conditions.
18.2. If Lepaya does not enforce (parts of) the Terms and Conditions, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Client or User.
18.3. The Terms and Conditions are part of the Agreement between Lepaya and Client. Together the Agreement and Terms and Conditions supersede all prior agreements between Lepaya and Client.
19. Final Clauses
19.1. The rights and obligations described in these Terms and Conditions and the provision of and access to the Service of Lepaya are transferable by Lepaya to third parties without consequential permission to Client to terminate the Agreement. Lepaya will notify Client of this matter. The fact remains that the then entitled Party shall respect and continue the rights and obligations of Lepaya resulting from the Agreement. Client is not permitted to transfer the Agreement and/or any of their rights and obligations, without express prior written consent from Lepaya.
19.2. In the event that Client applies for bankruptcy or requests suspension of payment, or has been declared in a state of bankruptcy, any claim pursuant to and/or resulting from the Agreement(s) is due in full, effective immediately, without requiring notice of default and without prior legal intervention. In the above-mentioned cases, Lepaya shall be entitled – in addition to the rights mentioned in these Terms and Conditions – to terminate the Agreement effective immediately.
19.3. These Terms and Conditions shall be governed exclusively by Dutch law.
19.4. All disputes shall be exclusively submitted to the competent court of Amsterdam, the Netherlands.
