General

Spiceminds Terms and Conditions

Version: August 16, 2023

1. Definitions

1.1. Spiceminds, B.V., with its registered office in Utrecht and Chamber of Commerce number 96819170. Also referred to as: the Contractor.

1.2. Client: any (legal) person who places an Order with Spiceminds.

1.3. Assignment: the Client’s request for Spiceminds to provide one or more services.

1.4. Agreement: the (service) agreement entered into between the Parties, as well as all actions taken in preparation for and in performance of that agreement.

1.5. Parties: Spiceminds and the Customer.

2. Applicability

2.1. These General Terms and Conditions apply to all agreements in which Spiceminds acts as the Contractor. These General Terms and Conditions also apply to the phase preceding the conclusion of the agreement (such as in the case of an offer or quotations) and to any new or supplementary agreements.

2.2. The parties may deviate from these General Terms and Conditions, provided that this is expressly agreed upon.

2.3. The applicability of the Customer’s General Terms and Conditions is expressly excluded.

2.4. The applicability of Articles 7:407(2) and 7:409(2) of the Dutch Civil Code is expressly excluded.

3. Offers & Quotes

3.1. An offer or quotation is valid for a maximum of 30 calendar days, unless a different acceptance period is specified in the offer or quotation.

3.2. If a Customer does not accept an offer or quotation within the applicable time period, the offer or quotation expires.

3.3. If an offer or quote is made for a service that does not have a fixed price but is billed on an hourly rate basis, an estimate will be provided of the number of hours Spiceminds will need to provide the service. However, no rights may be derived from the estimated hours: Spiceminds bills based on the actual hours worked.

3.4. Orders must be confirmed in writing by the Client. If the Client agrees, in any manner other than in writing, that Spiceminds may begin performing the Order, the terms of the quotation or offer shall be deemed agreed upon, and these General Terms and Conditions shall apply. Any additional verbal agreements are not binding on Spiceminds until they have been confirmed in writing by Spiceminds.

4. Rates
   4.1. All rates charged by Spiceminds are in euros, exclude VAT, and exclude any other costs (such as hosting costs and plugin costs), unless expressly stated otherwise or otherwise agreed upon. Any other costs will always be communicated to the Client.

4.2. Spiceminds may change any rates it charges that are listed on its website or otherwise disclosed at any time, unless the agreement has already been concluded.

4.3. If the Parties have agreed on a fixed price for services provided by Spiceminds and the Client requests additional services, Spiceminds may charge an additional fee for the extra work it performs beyond the agreed-upon fixed price, unless the Parties have expressly agreed otherwise.

5. Execution of Assignments

5.1. Spiceminds will perform the Assignment with the care and expertise that may reasonably be expected of it under the given circumstances.

5.2. Spiceminds has an obligation to use its best efforts, not an obligation to achieve a specific result.

5.3. The Customer shall ensure that it provides Spiceminds, in a timely manner and in the desired form and manner, with all relevant information and authorizations that the Customer understands or should reasonably understand are necessary for the proper performance of the agreement.

5.4. If the Client fails to provide the requested information and/or authorizations, or fails to do so in a timely or proper manner, and the performance of the Assignment is delayed as a result, Spiceminds may suspend its work.

5.5. Any costs incurred because requested information is not provided, is not provided on time, or is not provided properly shall be borne by the Customer.

5.6. The customer guarantees the accuracy, completeness, and reliability of the information provided, even if it originates from third parties.

5.7. The customer shall ensure that the submission and/or uploading of images, logos, videos, audio files, designs, and the like does not infringe on the intellectual property rights of third parties.

5.8. It is not part of Spiceminds’ scope of work to investigate the existence of intellectual property rights with respect to information, data, media, and documents provided by the Client.

5.9. It is not part of Spiceminds’ scope of work to implement privacy laws in its services, such as web design.

5.10. Spiceminds has no obligation to retain the works it has created.

6. Feedback Sessions

6.1. If the Project involves web design, copywriting, and/or graphic design, Spiceminds conducts a single round of feedback.

6.2. If the Client requests additional rounds of feedback, Spiceminds will charge its hourly rate for this.

6.3. The customer has 4 weeks to provide feedback. Where possible and reasonable, this feedback will be incorporated into a final version.

6.4. If the Customer does not respond to the draft version within 4 weeks, the draft version will be considered the final version.

6.5. Upon delivery of the final version, the customer is obligated to pay the full agreed-upon amount.

7. Urgent

7.1. If the Client has an urgent request, Spiceminds may charge a higher rate than its standard rate. This will be communicated to the Client in advance.

7.2. It is up to Spiceminds to determine whether an order qualifies as a rush order. Spiceminds determines the timeframe that qualifies as a rush order (the rush deadline).

7.3. Work on the project will begin once Spiceminds has received acceptance of the quote or proposal.

7.4. The responsibility for ensuring that the work is actually completed within the expedited deadline also lies with the Client. The Client is expected to respond as quickly as possible to, for example, questions and requests for approval so that Spiceminds can meet the requirement to complete the assignment within the expedited deadline.

8. Payment

8.1. Spiceminds may request a deposit.

8.2. Payment must be made without delay or set-off within 30 days of the invoice date, unless otherwise agreed.

8.3. If the Customer fails to meet his payment obligation(s), Spiceminds will give him two opportunities to fulfill his payment obligation within a period of 14 days.

8.4. If payment is not received after these payment reminders, the Customer will owe statutory interest 30 calendar days after the invoice date, and Spiceminds may then charge the Customer for extrajudicial costs. The amount for extrajudicial costs consists of at least €40 and is due by the Customer without a separate demand starting on the day after the agreed payment deadline has passed.

8.5. If the Client fails to pay (in full) or on time, Spiceminds may suspend the (remaining) work related to the Assignment.

8.6. In the event of the Customer’s liquidation, bankruptcy, statutory debt restructuring, or suspension of payments, the Customer’s obligations to Spiceminds shall become immediately due and payable, and Spiceminds shall be entitled to suspend or terminate its services.

9. Confidentiality

9.1. Spiceminds and/or any third party engaged by it is obligated to maintain the confidentiality of all confidential information it has obtained from the Client in connection with the Assignment. Information is considered confidential in any case if a party has designated it as such or if this arises from the nature of the information, including, but not limited to, login credentials.

9.2. The confidentiality provision does not apply if the information in question is already public or generally known, the information is not confidential, and/or the information was not disclosed by the Client to Spiceminds during the term of the agreement and/or was otherwise obtained by Spiceminds.

9.3. The confidentiality provision does not apply to the extent that Spiceminds is subject to a statutory obligation to disclose information. In such a case, Spiceminds shall not be liable to the Client for damages, nor may the Client terminate the agreement.

10. Third Parties

10.1. Spiceminds may engage third parties to perform the Assignment.

10.2. Spiceminds is not liable for changes, errors, or defects in products or services provided by third parties engaged by or on behalf of the Customer, regardless of whether these were introduced by Spiceminds.

10.3. Spiceminds is not liable for damages caused by third parties it has engaged.

11. Intellectual Property Rights

11.1. All intellectual property rights and associated rights to the works created by Spiceminds under this agreement shall vest in Spiceminds. Examples of such works include, but are not limited to: web designs, texts, and designs.

11.2. The Client is not permitted to reproduce, disclose, or otherwise make the works produced available to third parties without Spiceminds’ prior written consent, unless otherwise provided for in the agreement or otherwise agreed upon.

11.3. Customers should never put draft versions into use.

11.4. The customer may modify final versions of Spiceminds. However, Spiceminds is not liable for any damages that may result from these modifications.

11.5. The customer may use the final delivered versions for any purpose, except for journalistic works.

11.6. Unless the consequences thereof are contrary to the principles of reasonableness and fairness, the Client is not permitted to use or have further developed final or draft versions of the Assignment without Spiceminds’ prior consent, and the license shall terminate:

1. if the Client fails to fulfill its payment obligations, or fails to fulfill them in full, or is otherwise in default;
2. if the Agreement is terminated early as provided for in Article 14;
3. in the event of the Client’s bankruptcy, unless the intellectual property rights have been fully transferred to the Client.

11.7. The Client may not transfer any intellectual property rights arising from an agreement entered into with Spiceminds to third parties, except in the event that its entire business is transferred or if Spiceminds grants written permission.

11.8. Spiceminds reserves the right, while taking the Client’s interests into account, to use the works it has produced for its own purposes, including but not limited to its own publicity, securing contracts, and promotion.

12. Force Majeure

12.1. Spiceminds is not required to fulfill its obligations under the agreement if performance has become temporarily or permanently impossible due to force majeure.

12.2. Force majeure is defined as any non-attributable inability to fulfill the obligations under the agreement, including, but not limited to: internet outages, computer malfunctions, illness, government measures, epidemics, and pandemics.

12.3. Spiceminds will notify the customer in writing of the force majeure situation as soon as possible.

12.4. Spiceminds will provide an appropriate solution to ensure it can still fulfill its agreement, such as engaging third parties or rescheduling appointments.

12.5. In the event of force majeure, Spiceminds is not liable for damages.

12.6. In the event of force majeure, the Customer is not entitled to terminate the agreement in whole or in part, unless otherwise agreed.

12.7. In the event of force majeure, the Customer is not entitled to suspend its obligations, unless otherwise agreed.

13. Liability and Indemnities

13.1. The Client shall indemnify Spiceminds against any claims relating to intellectual property rights in all information, materials, and/or data provided by the Client that are used in the performance of the Assignment.

13.2. The Client shall indemnify Spiceminds against any claims by third parties who allege that they have suffered damage as a result of or in connection with the work performed by Spiceminds on behalf of the Client.

13.3. Spiceminds is liable only for damages suffered by the Customer if such damages are attributable to Spiceminds.

13.4. If Spiceminds is liable for any damages, it is liable only for damages that directly result from or are related to the agreement (“direct damages”). Direct damages are defined as:

1. reasonable costs incurred in determining damages and liability, to the extent that such determination relates to damages as defined in these General Terms and Conditions;
2. reasonable costs incurred to remedy Spiceminds’ failure to perform the agreement, to the extent that such failure can be attributed to Spiceminds;
3. reasonable costs incurred to prevent or limit damage, to the extent that the Customer demonstrates that these costs resulted in the prevention or limitation of direct damage as referred to in this article.

13.5. Spiceminds is not liable for indirect damages, i.e., damages that are not directly causally related to an attributable failure on the part of Spiceminds. This includes, but is not limited to: consequential damages, lost profits, or damages to third parties.

13.6. If Spiceminds is liable, such liability is limited to the amount paid out under a valid (professional) liability insurance policy; and in the absence of (full) payment by an insurance company of the amount of the damages, liability is limited to the (portion of the) invoice amount to which the liability relates.

13.7. Any liability shall expire one year after the agreement has ended due to completion, termination, or rescission.

14. Termination of the Agreement

14.1. Both the Client and Spiceminds may terminate the agreement, with immediate effect if desired. Termination must always be in writing.

14.2. Both the Client and Spiceminds may terminate the agreement if the other party fails to perform its obligations under the agreement, unless the failure, given its specific nature or minor significance, does not justify such termination and its consequences. The defaulting party must first be given notice of default and a reasonable period of time to remedy the breach.

14.3. If either Party terminates the agreement by giving notice of termination or by rescission, Spiceminds is in any case entitled to payment for the work it has performed up to that point and the expenses it has incurred in performing the agreement. If the Client terminates the agreement, Spiceminds is also entitled to payment for the hours to be spent on data transfer. If Spiceminds terminates the agreement, Spiceminds will bear the costs of the data transfer, but only for up to 8 hours of work.

14.4. If, at the time of termination, the Customer has already received performance under the agreement, such performance shall not be subject to rescission.

14.5. Spiceminds is not required to pay compensation to the Customer if it terminates an agreement in accordance with this section.

15. Obligation to File a Complaint

15.1. Complaints regarding the agreement (or its performance) must be submitted to Spiceminds in full and clearly described within a reasonable time after the Customer has discovered or reasonably should have discovered a defect.

15.2. If a defect is reported after the deadline specified in the preceding paragraph, the Customer may no longer seek termination of the agreement or compensation for damages.

15.3. Spiceminds responds to complaints within 30 calendar days from the date the complaint is received. If the complaint requires a longer processing time, Spiceminds will notify the Customer within 30 days of receiving the complaint as to when the Customer can expect a response.

15.4. The customer must give Spiceminds at least 2 months to resolve the complaint through mutual consultation.

15.5. Filing a complaint does not suspend the obligation to pay.

16. Miscellaneous Provisions

16.1. The legal relationship between Spiceminds and the Customer is governed by Dutch law.

16.2. The parties will not bring the matter before a court until they have made every effort to resolve the dispute through mutual agreement.

16.3. Spiceminds is authorized to make changes to these terms and conditions at any time; such changes will take effect at the announced time. Spiceminds will send the amended terms and conditions to the Customer in a timely manner.

16.4. If no effective date has been communicated to Spiceminds, the changes will take effect with respect to the Customer when the Customer is notified of the change.

16.5. If one or more of the provisions in these General Terms and Conditions are null and void or voidable, the remaining provisions shall remain in full force and effect.

16.6. In the event that a provision is void or voidable, the Parties shall consult with the aim of agreeing on new provisions to replace the void or voidable provisions, taking into account, to the greatest extent possible, the purpose and intent of the void or voidable provisions.