General Terms and Conditions SPARQ360
version 3 01/12/2019
Chapter 1: Definitions
These general terms and conditions shall mean:
Services: Services provided by SPARQ360 AMERICAS LLC and SPARQ360 EMEA BV (hereinafter: SPARQ360) for the benefit of and agreed with the client.
Client: Party which has entered into an agreement with SPARQ360 or with which services have been agreed
Agreement: Agreement between SPARQ360 and client to which these Terms and conditions apply.
Staff: all (auxiliary) persons, employed or not in the service of SPARQ360, who are used by SPARQ360 in the execution of the agreed services.
Parties: Client and SPARQ360
Chapter 2: General
Article 1: Applicability
1.1 These terms and conditions apply to any offer/quote, agreement and services between SPARQ360 and client, unless parties have expressly and in writing have deviated from these terms and conditions. These conditions shall also apply to all stages preceding the conclusion of an agreement and to the services and activities carried out by SPARQ360 prior to its conclusion.
1.2 SPARQ360 is not bound by the general terms and conditions which have been declared applicable by the client, unless SPARQ360 expressly and in writing has accepted those conditions. In case the general terms and conditions of both SPARQ360 and client apply, the terms and conditions of SPARQ360 shall prevail.
1.3 If one or more provisions of these general terms and conditions are void or are destroyed, the remaining provisions shall remain unaffected. Instead of the void or void provisions, conditions will apply that approach the purpose and scope of the original provisions as far as possible.
1.4 Under those conditions, the special provisions of Chapter 3 shall apply to the general part of Chapter 2.
Article 2: Offers and tenders
2.1 All offers and quotations from SPARQ360 are without obligation, unless a deadline for acceptance is mentioned in the offer/quote. SPARQ360 is only bound to the offer/quote if acceptance is confirmed by the client in writing within the time limit stated in the offer/quote. If no term of acceptance has been mentioned by SPARQ360, the offer/quote expires 30 days after the date of the offer/quote.
2.2 SPARQ360 AMERICAS LLC: By way of derogation from the provisions of the USA Civil Code Book 6 art. 225 paragraph 2, SPARQ360 is not bound by deviations included in the acceptance by the client of the offer/quote of SPARQ360.
2.3 In the case of a composite offer/quote for multiple services, SPARQ360 is not obliged to perform part of the services for the price agreed for that part, if the other part of the offer/quote is not awarded.
Article 3: implementation of the agreement
3.1 The commitment SPARQ360 enters into is an obligation of effort in which SPARQ360 will observe the specific requirements of craftsmanship. SPARQ360 shall comply with the rules laid down by the Government. All requirements made by the client to the services must be agreed in writing with the client.
3.2 If and to the extent that a proper performance of the agreement so requires, SPARQ360 has the right to have certain services performed by third parties.
Working conditions and resources
3.3 The client shall give SPARQ360 the opportunity to execute the agreement under conditions which comply with the legal requirements and other government regulations. The client shall ensure that all information and (auxiliary) materials, of which SPARQ360 indicates that they are necessary or which the client reasonably ought to understand to be necessary for the performance of the agreement, are provided to SPARQ360 in good time.
If the client does not comply with this obligation in time, SPARQ360 has the right to suspend, terminate the execution of the agreement and/or the additional costs arising from the negligence of the client, including Costs of the acquisition by SPARQ360 itself of those resources, according to the usual tariffs to charge to the client.
3.4 The client always takes care of the reasonably desired facilities on location. These include, in any case, means of communication, sufficient heating, lighting, power supply, toilet supply, telephone, fire extinguishing equipment and First aid equipment.
3.5 The client shall organize and maintain the premises, implements and tools in which or with which the staff of SPARQ360 provides its services in such a way and take such measures and provide guidance as reasonably necessary to prevent the staff from suffering damage in the provision of services. The client will inform SPARQ360 regularly about the presence and location of all materials and situations in or near the Object that can be considered hazardous to the personnel.
3.6 The client is responsible for equipment made available by SPARQ360 to the client. The client will be here “as a good family father” for ensuring and insuring against any risk, such as theft and all possible damage. If the client does not own the Object, he must inform the owner or the landlord of the fact that the equipment is owned by SPARQ360.
3.7 The service provided by SPARQ360 is limited to the services mentioned in the agreement. Other unagreed services, such as in any way involved in disputes between the client and one or more third parties and services which are contrary to public order, security or health are Not performed.
3.8 If SPARQ360 discovers a criminal offence, it shall report that to the client. The client is entitled to make a declaration in respect of this criminal offence. SPARQ360 reserves the right to make a declaration. SPARQ360 cannot be held liable for damage from third parties or client due to the declaration. The client indemnifies SPARQ360 for all claims hereof.
Article 4: Delivery and delivery deadlines
4.1 Additional costs incurred in connection with the urgent deliveries desired by the client are borne by the client. Specified delivery terms are not deadlines unless otherwise stated in writing. Failure to deliver by SPARQ360 within a period specified by it shall not result in failure of SPARQ360. Failure of SPARQ360 arises only if a delivery is omitted by SPARQ360 after it has been set a reasonable time by the client in a written summation by registered letter.
4.2 Slight exceeding of the delivery period, or exceeding the delivery period, which cannot be attributed to SPARQ360, will not give entitlement to compensation or dissolution of the agreement. The term of delivery shall be as from the time of application of the service to the time of commencement of the execution of the services.
Article 5: Right of retention
Without prejudice to the statutory right of retention, SPARQ360 shall have the right to hold any goods of the principal, which has been made available to it in any title, to the full satisfaction of all SPARQ360, from any given virtue whatsoever, of Client, unless the sponsor has provided sufficient certainty in respect of that claim. The right of retention has SPARQ360 also, in case the client is in a state of bankruptcy, or if a soil attachment is placed by the tax authority.
Article 6: Tariffs
6.1 The client must pay the agreed rate for the agreed services in full and in accordance with the terms of payment agreed in the contract. The client has no right to discount or set-off.
6.2 The prices applied BY SPARQ360 are exclusive of VAT or any type of taxation and exclude any other charges and any costs incurred in connection with the Agreement, unless otherwise agreed in writing.
6.3 If, during the duration of the agreement, price-enhancing changes occur by, inter alia, changes in wages, CAO and other terms of employment, wage surcharges, premium increases for social legislation, increase of Reimbursement of expenses, adjustments to the VAT scheme and increases in direct and Indirect (external) COSTS, SPARQ360 may increase the price agreed with the client, in fairness and in accordance with the The public authorities and the rules to be laid down.
This competence arises no sooner than after three months have elapsed from the time WHEN SPARQ360 and the client have concluded the agreement. SPARQ360 may use price indexing where the price can be adjusted on the basis of reasonableness and fairness.
Article 7: Invoicing, payment, deadlines, hours of accountability
7.1 The client pays the invoice within 14 days after the invoice date, in a manner to be determined by SPARQ360, unless the parties have agreed otherwise in writing. If not paid within the stated period, the client shall be in default by law. The client shall, without further notice or notice, owe the statutory interest on the invoice amount, from 14 days after the invoice date. The client must also reimburse all reasonable costs incurred by SPARQ360 in order to obtain an extrajudicial satisfaction, including the costs of a collection agency, lawyer and/or bailiff. SPARQ360 will charge at least 15% of the invoice amount in the absence of an extrajudicial fee, unless the actual costs of the extrajudicial measures are higher.
Partial contestation, suspension and termination
7.2 If the client partially disputes the correctness of one or more invoices, the client does not relieve his obligation to fulfil the undisputed part of those invoices within the term of payment. A faulty contestation is not a reason for total or partial refusal by the client to comply with the invoices of SPARQ360.
7.3 If the client does not pay an invoice of SPARQ360 within the contractually agreed payment period, SPARQ360 has the right to suspend or terminate its activities immediately. If, after summation, in order to pay the invoice within a reasonable period of time, it has not been received within the expiry of the term, SPARQ360 may, while retaining all rights, proceed to unilateral dissolution of the agreement. If there is suspension, the work will be resumed once the client has fully fulfilled the obligations.
7.4 If invoices FROM SPARQ360 have been paid repeatedly late, SPARQ360 has the right to require an advance payment of three times the last instalment invoice, notwithstanding the agreed terms and conditions.
Allocation of payments
7.5 Payments from the principal shall be used in the first place to compensate for all due fees and charges and, secondly, for any payable invoices that are open the longest, even if the client mentions that the payment relates to a later invoice.
7.6 If the term of execution of services exceeds 1 month, SPARQ360 Client may invoice monthly for that part of the services provided.
7.7 If the client has not objected or disputed in writing to SPARQ360 within 1 week after the date of the invoice, the client is deemed to agree to the relevant invoice.
Statutory Social Security charges
7.8 SPARQ360 guarantees payment and correct delivery of all statutory social security charges.
7.9 SPARQ360 can invoice the staff for the hours approved by the client. The client is responsible for the correct interpretation of hours worked and of expenses incurred by the staff.
7.10 If the client does not accept the hours of accountability within a reasonable period of three weeks, SPARQ360 has the right to determine and invoice the number of hours worked by the staff themselves In accordance with the statement of staff or, in the absence of such a task, to determine the agreed size of work or scheduled hours.
Article 8: Duration and scope of the agreement
8.1 Parties may terminate an agreement by registered letter by the end of each calendar year for an indefinite period of time, subject to a notice period of three months.
8.2 A certain time contract shall be deemed to have been renewed after the end of the agreed period for the same period, unless the contract is not later than three months before the date of expiry of the period by the client or SPARQ360 Registered letter has been cancelled.
8.3 The parties may dissolve the agreement if the other party – after a reasonable deadline set in a written notice of default – fails to fulfil its obligations under this Agreement. Parties may terminate the agreement with immediate effect in case of bankruptcy or suspension of payment of the other party.,
8.4 SPARQ360 may at any time, taking into account a notice period of 1 month, the agreement without giving any reason and without this any indemnity obligation FOR SPARQ360 entails, by means of a registered letter the Terminate the agreement.
8.5 During the term of the contract, the client shall not unilaterally, suddenly or cumulatively, substantially, (> 10%) change the agreed service scope without prior consultation and written agreement with SPARQ360.
Article 9: Force majeure
9.1 Under force majeure, these general terms and conditions shall mean any circumstance which cannot be attributed to SPARQ360, foreseen or unforeseeable, so that SPARQ360 is unable to fulfil its obligations. These are, in any case, understood acts of terrorism, strikes within the company of SPARQ360, strike elsewhere, insofar as SPARQ360 thereby limited in its services, the failure by SPARQ360 suppliers to meet their obligations as well as extreme weather and traffic conditions, an epidemic and a pandemic.
9.2 In the event of force majeure, SPARQ360 may suspend the performance of the Agreement for a period not exceeding six months or terminate the agreement immediately without any judicial intervention, without any obligation FOR SPARQ360 to compensation arises. SPARQ360 may invoke force majeure if the circumstance which prevents (further) fulfilment occurs after SPARQ360 has had to fulfil its obligation.
9.3 If SPARQ360 has already partially fulfilled its obligations at the beginning of the situation of dominance, or can only partially fulfil its obligations, it may separately invoice the already executed or executable part and Client fulfils this invoice as if it were a separate contract.
Article 10: Intellectual, information and data ownership
10.1 The Intellectual property rights in the documents provided by SPARQ360, such as reports, opinions, drafts, sketches, descriptions, drawings, manuals, manuals, software and SPARQ360 equipment remain property of SPARQ360. The aforementioned matters are made available only for the client’s and may not be reproduced, made public or communicated to third parties without the prior written consent OF SPARQ360.
10.2 All information, data, data and signals generated by or at SPARQ360, recorded, received and stored, belong to SPARQ360. SPARQ360 can freely dispose of this within the applicable laws and regulations.
Article 11: Complaints
11.1 Client will report a complaint within 8 days after discovery of a defect, in writing, specified at SPARQ360. If SPARQ360 the complaint is well-founded, it will restore the defect. If recovery is not possible, SPARQ360 will try to find an adequate solution in consultation with the client.
11.2 Complaints relating to part of the execution of the agreement are not a reason for disapproval of the entire performance of the agreement.
11.3 The client grants all cooperation to SPARQ360 to settle the complaint.
Article 12: Confidentiality
The Parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source under the agreement. Information shall be considered confidential if it has been communicated by a party or if it arises from the nature of the information. The agreement between the Parties shall, in any case, be considered confidential. Without the written consent of the other party, this is not communicated in any way whatsoever, including not via social media.
Article 13: Staff
13.1 SPARQ360 selects the staff for the execution of the Agreement on the basis of the information provided by the client. It takes into account the requirements of the Agreement and the laws and regulations that apply to them. Within these frameworks, the choice of personnel for SPARQ360 is entirely free.
Training and Induction
13.2 If personnel of SPARQ360 must be employed and/or have to undertake training for the purpose of the work for the client, the costs thereof shall be borne entirely by the client.
Acquisition of Staff
13.3 The client will not employ any staff of SPARQ360 during the term of the agreement between the parties and six months after the end thereof and/or have the staff of SPARQ360 work for him or third parties. To do so, under penalty of an Immediately payable fine of USD/ EUR 15,000,- per offence, plus an amount of USD/ EUR 1,500, – for each day that the violation of this article persists, without prejudice to the right of SPARQ360 to full compensation.
Article 14: Liability
14.1 SPARQ360 is solely liable for direct damage, as a result of – by demonstrating to the client – gross negligence or intent of SPARQ360 in the performance of its obligations arising from the Agreement concluded between the parties.
14.2 SPARQ360 shall not be liable for:
– Any company, indirect or consequential damages, including, in any case, lost revenue and lost profits;
– Damage which is the direct or indirect consequence of acts of terrorism or malicious contamination, or of governmental measures which are related to the threat or consequences of acts of terrorism or malicious contamination related;
– Damage which is unavoidable in the proper execution of the services or is the result of the through circumstances demanded urgency. The rules of case observation Civil Code 6 article 198 – 202 apply in full;
– The consequences of the incorrectness of the data provided by or on behalf of the client;
– For inaccuracies or omissions resulting from the transmission or transmission of data, delays or errors in transmission of data, communication disorders, difficulties in reaching the persons specified by the client, (the consequences of) computer, paging, telephone or fax failures, programming errors, Disturbances or disconnections of a fixed line connection, wherever caused;
– Action(s) or omission(s) of the client, its subordinates, or other persons, who have been employed by or because of the client;
– For injudicious treatment or use of the work carried out by SPARQ360 or the goods delivered by it;
– Damage caused by personnel of SPARQ360 while they were under the direction and/or supervision of the client with which SPARQ360 actually had no control over the conduct of such personnel.
14.3 The Liability of SPARQ360 is in all cases limited to a maximum of the total contract with the agreement per event or series of related events, with a maximum of USD/EUR 10,000, – per client per year.
14.5 The client indemnifies SPARQ360 of third-party claims against SPARQ360 concerning the loss of or damage to objects, business or persons.
14.6 The client indemnifies SPARQ360 against all claims arising from product and environmental liability and claims resulting from the improper use of employees by the client and the resulting damage.
Article 15: Procuration
Agreements or agreements with subordinate members of the staff of SPARQ360 do not bind SPARQ360, insofar as these agreements or agreements have not been confirmed in writing by personnel who, according to the trade Register of the Chamber of Commerce has sufficient procuration. In this regard, as subordinate staff, all employees and employees, who do not have sufficient procuration under the Commercial Register of the Chamber of Commerce, are to be regarded.
Article 16: Jurisdiction and applicable law
SPARQ360 Americas LLC: Disputes relating to the Agreement and its fulfilment shall be submitted to the competent court in North Carolina, USA, unless mandatory provisions designate another competent court. All agreements between SPARQ360 and the client are governed exclusively by North Carolina law.
SPARQ360 EMEA BV: Disputes relating to the Agreement and its fulfilment shall be submitted to the competent court in Utrecht, The Netherlands, unless mandatory provisions designate another competent court. All agreements between SPARQ360 and the client are governed exclusively by Dutch law
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