General Terms and Conditions
Spark for Growth
Spark for Growth, based in De Bilt, The Netherlands, delivers services to Clients by providing advice, workshops, training courses, coaching and/or programs or other types of services, according to the proposal and quote as agreed by both parties.
Article 1 Definitions
Service Provider: Spark for Growth
Client: any natural person or legal entity that requests the Service Provider to deliver any specific activities and/or provide any specific services.
Project: the agreement for the provision of services made by and between Service Provider and a Client on the basis of which advice, workshops, training, coaching, programmes or any other type of services are provided to the Client, in accordance with the proposal and corresponding offer as discussed by parties in mutual consultation.
Agreement: the agreement between Service Provider and the Client for the provision of services and/or products;
Party/Parties: Service Provider and the Client individually or collectively;
Terms and Conditions: these General Terms and Conditions.
Article 2 General provisions
1. The Service Provider undertakes to exercise due care in delivering its services. The Service Provider will perform its services to the best of its knowledge and ability, and in accordance with standards of good workmanship. All services are performed under a best-efforts obligation.
2. Any deviations from these General Terms and Conditions will be valid only if expressly agreed in writing by the Service Provider and the Client.
3. Any applicability of the Client’s general terms and conditions is expressly rejected by the Service Provider.
4. These Terms and Conditions apply to all offers made by Service Provider (including without limitation quotations or requests for quotations) and all existing or future Agreements entered into by Service Provider, in so far as Parties have not expressly deviated from these Terms and Conditions in writing.
Article 3 Confidentiality
1. The Service Provide undertakes to keep fully confidential all oral or written information regarding the Client and/or its strategies or clients as provided for performance of the Project.
2. The Service Provide will take all possible precautionary measures in relation to the Project in order to protect the Client’s interests.
3. If so desired, the Service Provider will sign the Client’s ‘Confidentiality Statement’.
Article 4 Progress
1. The Service Provider will be required to comply with all responsible and timely instructions regarding the specific performance of the Project.
2. Without restricting the generality of paragraph 1, the Service Provider will be free to perform the Project at its own discretion, but must of course comply with the Client’s wishes.
3. The Service Provider must account to the Client for the way in which it has performed the Project.
4. Delivery times are approximations. Delivery times quoted can in no event be regarded as essential deadlines, unless it has expressly been agreed in writing that they constitute an essential deadline. Service Provider is entitled at all times to deliver products and/or services to the Client prior to the delivery date stated.
5. Delivery of services comes into effect once agreement has been reached on all details of the Project and the necessary conditions for performance of the Project have been met.
6. If a delivery deadline is exceeded, Service Provider will not be required to pay any penalty or compensation. After a delivery deadline has been exceeded by at least six (6) weeks, the Client may send Service Provider notice of default, granting it a final and reasonable grace period for delivery. If delivery is not made within such grace period, the Client will have the right to terminate the Agreement, unless Service Provider is affected by force majeure (see Article 10 of these Terms and Conditions).
7. The applicability of Section 7:46f of the Dutch Civil Code is expressly excluded.
Article 5 Rates
1. Unless stated otherwise, rates are always exclusive of VAT and costs.
2. The Client cannot derive any rights from an agreed rate for subsequent Projects or Projects that build on or ensue from an existing Project.
Article 6 Fee and payment terms
1. The fee will be charged by the Service Provider to the Client in accordance with the payment arrangements made. The Client must ensure that the Service Provider’s invoices are paid within 30 days of the invoice date, without any withholding, discount or set-off, by transferring the total amounts due to a bank account specified by Service Provider.
2. Any objections or complaints regarding invoices sent by the Service Provider to the Client must be communicated by the Client to the Service Provider in writing within 20 days of the date of dispatch of the invoice, or the Client will lose its right to do so. If an objection or a complaint has not been communicated in a timely fashion, the Service Provider will not be required to deal with it. Objections or complaints will not suspend the Client’s payment obligation.
3. If the Client fails to pay any amount due, or fails to do so on time or in full, the Client will be in default by operation of law with effect from the due date of the relevant invoice. Late payments can incur a fee of 10% of the outstanding amount, compounded monthly, until the balance is paid in full.
4. All costs, both judicial and extrajudicial, including the costs of legal assistance, incurred by the Service Provider as a result of the Client’s failure to meet its payment obligations will be borne in full by the Client. The extrajudicial collection costs incurred by the Service Provider, as calculated on the amount to be collected, will always be at least 15% of the principal sum, with a minimum of EUR 250 exclusive of VAT per invoice to be collected.
5. Cancellation or Postponement of single day local projects: If the Client cancels an earmarked Project in full within 15 working days prior to the start of the Project, the Service Provider will be entitled to charge 25% of the agreed fee. If the Project is cancelled in full within 10 working days prior to the start of the Project, the Service Provider will be entitled to charge 50% of the agreed fee. If the Project is cancelled within 5 working days prior to the start of the Project, the Service Provider will be entitled to charge 100% of the agreed fee.
It is not deemed a cancellation if a Project is moved to a different point in time and the Client and Service Provider have agreed on a suitable alternative date in mutual consultation at least 10 working days before agreed delivery date.
Cancellation or Postponement of multi-day and / or international projects: If the Client cancels or postpones an earmarked Project in full between 20 and 10 working days prior to the start of the Project, the Service Provider will be entitled to charge 50% of the agreed fee. If the Project is cancelled within 10 working days prior to the start of the Project, the Service Provider will be entitled to charge 100% of the agreed fee.
It is not deemed a cancellation if a Project is moved to a different point in time and the Client and Service Provider have agreed on a suitable alternative date in mutual consultation at least 15 working days before agreed delivery date.
Article 7 Involving a third party in a Project
1. The Service Provider may involve or bring in a third party to help perform a Project on the basis of mutual consultation. Depending on the nature and scope of a Project, it may be necessary to bring in external consultants, trainers, coaches, or facilitators to help perform the services. The associated costs will be included in the total invoice.
Article 8 Travel and accommodation expenses and disbursements
1. The Client will reimburse the Service Provider for car travel expenses incurred in connection with performance of a Project in the Netherlands, if the one-way journey exceeds 50 km, based on EUR 0.50 per kilometer.
2. As a rule, travel expenses will be reimbursed by the Client on the basis of Tourist or Economy Class within Europe and Business Class outside Europe.
3. Spark is committed to a sustainable future and improving the social, economic and ecological well-being of society. We therefore seek to deliver our services in a way that minimises the environmental impact and promotes business integrity. In order to attract and retain high-quality facilitators, we will support them if they choose to reduce air travel emissions by using alternative means of transport, such as rail travel. They will not charge the additional time, if any, associated with such alternative way of travelling. The travel and accommodation expenses will be reimbursed by the Client to the Service Provider on the basis of the actual costs incurred (hotel, food, drinks, parking, transport, etc.).
4. Other travel and accommodation expenses related to performance of a Project in the Netherlands or abroad will be reimbursed by the Client to the Service Provider on the basis of actual costs incurred (hotel, food, drinks, parking, transport, etc.).
5. Finally, the Client will also reimburse the Service Provider for the costs of training materials, assessments, surveys, reports or literature as used during the workshops or training sessions, unless agreed otherwise.
Article 9 Illness and accidents
1. In the event of any illness or accident, the Service Provider will notify the Client as soon as possible. If possible, the Project will then be carried out at a later date in mutual consultation.
2. The Service Provider can in no event be held liable if it is unable to carry out work under the Project due to any illness or accident. However, the Service Provider will do its best to suggest a replacement in mutual consultation.
Article 10 Force majeure
1. Force majeure in any case includes – without limitation – war and similar situations; government measures; strikes; lockouts; impediments by third parties; transport difficulties; technical complications not provided for by Parties; fire, explosions, other serious disruptions affecting Service Provider’s operations and for which it is not responsible, and the circumstance that a third party fails to properly perform its obligations to Service Provider, or fails to do so in a timely fashion or at all, and the deliverables in question are important to Service Provider’s own performance.
2. Service Provider’s delivery and other obligations will be suspended during a situation of force majeure. If the period during which Service Provider is prevented from performing its obligations due to force majeure lasts longer than one (1) month, Service Provider will be authorised to terminate the Agreement without incurring any obligation to reimburse any loss or harm.
3. If Service Provider already performed some of its obligations at the time when the force majeure arose, or is only able to perform some of its obligations, Service Provider will be entitled to invoice the obligations already delivered or capable of being delivered separately, in which case the Client will be required to pay that invoice as if it concerned a separate agreement. However, this does not apply if the obligations delivered or capable of being delivered have no independent value.
Article 11 Intellectual property
1. Without restricting the generality of these Terms and Conditions, the Service Provider reserves the rights and powers afforded it under the Dutch Copyright Act.
2. The agreement with the Client does not include any transfer of intellectual property rights in the results arising from the services rendered.
3. All documents submitted by the Service Provider to the Client, such as reports, advice, designs, research results, models, diagrams and similar, are exclusively intended to be used by the Client for purposes of the Project.
4. Apart from cases in which this naturally ensues from the services instructed, distribution, publication or reproduction will be permitted only if the Service Provide does not object. If, subject to the Service Provider’s prior consent, the Client allows a third party to use any results, the Client will do so at its own risk.
5. The Service Provider reserves the right to use the knowledge gained as a result of performance of the services for purposes other than the Project, in so far as this does not involve disclosing confidential information to third parties. The Service Provider may in publications refer to the existence of an agreement with the Client, and briefly describe the substance of the agreement, provided that it does not, in doing so, breach its duty of confidentiality as described above.
6. The Client may publish any reports issued, provided that it does so fully and verbatim and only cites the Service Provider’s name. Publication in any other way or form will be permitted only with the Service Provider’s prior written consent.
7. Using the results of the agreement for commercial purposes, or using the Service Provider’s name, will be permitted only after separate prior written permission from the Service Provider.
Article 12 Term and early termination
1. If one of the parties acts grossly in violation of the terms of this agreement and the other party cannot be expected to continue the agreement unchanged, this agreement may be terminated immediately for serious cause.
2. If, on reasonable grounds, the Service Provider is unwilling or unable to carry out a Project in accordance with the instructions given, the Service Provider reserves the right to terminate the agreement without being required to pay any damages, compensation, penalty or otherwise.
3. Any amounts invoiced by the Service Provider to the Client prior to termination for services already performed under the agreement will remain fully payable by the Client to the Service Provider and will become immediately due and payable at the time of termination.
Article 13 Liability
1. Parties are obligated at all times to do everything possible to limit any loss or harm.
2. Service Provider will in no event be liable for any loss or harm arising from the Client’s or any third party’s use of the products or services delivered by Service Provider, unless in connection with a defect for which Service Provider is liable for failure to comply with a warranty provided in that regard.
3. Any liability for loss or harm caused by any partner of Service Provider or a third party engaged by it, or for any indirect or consequential loss or harm, non-financial harm, damage to goods, commercial or environmental harm, including loss of turnover, profits or market share, production stagnation, loss of investments made, loss of goodwill acquired, reputational harm, etc., is also expressly excluded.
4. If Service Provider is held liable by a third party for loss or harm for which it is not liable under the Agreement with the Client or these Terms and Conditions, the Client will fully indemnify Service Provider in that regard and reimburse Service Provider for all amounts it is required to pay to such third party.
5. If and to the extent that, despite the provisions set out in this article, Service Provider nevertheless bears any liability on whatever grounds, its liability will in no event exceed the fee agreed for the Project.
6. For the purpose of this article, a series of connected harmful events counts as a single harmful event.
Article 14 Taxes
1. The Service Provider declares that it independently conducts a profession or business and generally works for multiple clients. On that basis, no withholdings will take place under the Dutch social insurance laws or Dutch Wage Tax Act.
Article 15 Governing law and disputes
1. This agreement is governed by the laws of the Netherlands.
2. Unless Parties expressly agree otherwise in writing, all disputes relating to agreements between the Client and the Service Provider will be resolved by the competent court in the judicial district where Service Provider is based.