Terms and conditions in the performance of consulting, training and developing assignments done by Sparkling Business Innovation, called Sparkling below. (KVK: 30262720, The Netherlands).
Article 1 Definitions
• Assignment: an assignment or contract under Dutch law.
• Client: the (legal) person who agreed to Sparkling to perform assignments and contracts.
• Contractor: the (legal) person who does the assignment, or persons who act on behalf of Sparkling.
Article 2 General
These conditions apply to all offers, activities, quotes, assignments and contracts for jobs in developing websites, online marketing, marketing, social media consultancy, social media training, training and coaching and all related services and activities between client and contractor. Deviations from these general conditions are valid only if expressly agreed in writing, or by Sparkling confirmed in writing or by email.
Article 3 Basis for the quotes
The quotes of Sparkling are based on information provided by the client. The client affirms that he will deliver all necessary essential information for the design and execution of the work provided.
Assignments are created by the signing of both parties of a quote or order confirmation, or because Sparkling actually implements the quoted work. A quote or order confirmation contains at least a description of the assignment and the price/rate.
Article 4 Realization of the assignment
Sparkling will perform his assignments and services to his best knowledge and ability, and in accordance with the standards of good workmanship (work commitment). Sparkling reserves the right to let certain work be done by others. Sparkling contacts the client regularly on the progress of the contract and any other important developments.
Article 5 Maintenance and updates
In case of developing a website Sparkling is not obliged to do the maintenance of the website, unless this is specified in the quote or a separate contract is signed. Sparkling cannot guarantee that the website will work properly when there will be new browsers and other programs.
Article 6 Extension and termination of the assignment/contract
In the case of an agreed in-company training, the following conditions apply:
• cancellation must be done by writing (preferably by e-mail);
• by cancellation up to four weeks before the start of the training, the client doesn’t pay anything;
• by cancellation between four and two weeks before the start of the training, the client pays 50% of the total training costs;
• by cancellation two weeks before the start of the training, the full training costs have to be paid.
Upon a fall out of a training given by Sparkling, it is rescheduled at a later time. In the case of a coaching contract with a monthly frequency, the agreement ends with written notice by contractor or clients the last day of the next calendar month.
Article 7 Payment Terms
The fees and monthly expenses will be invoiced monthly, yearly, before, during or after execution of the work specified in the signed quote by the client. All Sparkling rates are exclusive of sales tax. Payments must be made within fourteen days after the invoice date. If the client fails to pay, reasonable costs will be charged to fulfill the amount due, both judicial and extrajudicial.
Article 8 Force Majeure
During force majeure the obligations of the contractor will be suspended. If the period of the force majeure will be longer than two months, both parties are entitled to terminate the agreement without there being an obligation to pay compensation. Force majeure in this article includes, but is not limited to illness, disability of the contractor and / or its employees. If the contractor at the time of the force majeure already partially fulfilled his obligations, or only partially meets his obligations, he is free to invoice separately for the work already done.
Article 9 Intellectual property
In case of developing a website, the ownership of the website with it’s software goes to the client after the website is finished. The client is prohibited to sell parts of the website or the whole website to other third parties. The website can only be used for their business. When someone changes the website, Sparkling cannot guarantee the website will work properly and is not responsible for these changes.
During training and consultancy provided material becomes the property of the client, provided that the copyright is excluded. Sell or otherwise give to others is therefore not permitted. Total or partial reproduction is only permitted after written consent and under the terms of Sparkling. The same is true for copyrighted written opinions, advice and developed models.
Article 10 Confidentiality
Sparkling is obliged to disclose any information and data from the client to third parties. Sparkling will take reasonable precautions to protect the reasonable interests of the client.
Article 11 Non-competition
Both parties undertake that during the term of the agreement and a period of six months after the end of the contract, no relationship with each other’s employees and / or assistants, who worked in the execution of the assignments, unless the parties agree otherwise.
Article 12 Inspection & Complaints
When the client has complaints about the work done, he can within 8 days after discovery and within 30 days after completion of the work, report it to Sparkling. The notice must give a detailed description of the shortcoming, so that Sparkling is able to respond adequately. If the performance of the agreed assignment no longer is possible or useful, Sparkling is only liable within the limits of Article 13.
Article 13 Liability
Any liability of Sparkling and all those working for or on behalf of Sparkling, is limited to the total amount of the fee that Sparkling received for its work in connection with the assignment. For assignments with a longer duration than six months, is this liability limited to the invoice amount for the last six months.
Sparkling is not liable for the shortcomings of (hired by or recommended) or any third parties and also not for consequential damages, including consequential damages, lost profits, lost savings and damage due to business stagnation. Any further liability is excluded. The client indemnifies Sparkling from all claims, including reasonable costs of defense by Sparkling. Any claims by the client need to be submitted within one month after the discovery of the damage is done. When this doesn’t happen, the contractor has fulfilled its rights.
Article 14 Applicable law
On the relationship between Sparkling and the client apply Dutch law. Any dispute between the parties with respect to their agreement will only be submitted to the competent court in The Netherlands.