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Terms and Conditions Spiceminds

Version: August 16, 2023

1. Definitions

1.1. Spiceminds, the partnership, located in Utrecht under Chamber of Commerce number 70736502. Also referred to as: Contractor.
1.2. Client: any (legal) person who gives Spiceminds an Assignment.
1.3. Assignment: the Client’s assignment to Spiceminds to provide one or more services.
1.4. Agreement: the agreement (of assignment) concluded between Parties, as well as all acts in preparation and execution of that agreement.
1.5. Parties: Spiceminds and Client.

2. Applicability

2.1. These General Terms and Conditions apply to all agreements in which Spiceminds acts as Contractor. These General Terms and Conditions also apply to the phase preceding the establishment of the agreement (such as in an offer and quotes) and to any new or additional agreements.
2.2. Parties may deviate from these General Terms and Conditions, provided that this is explicitly agreed upon.
2.3. The applicability of the Client’s General Terms and Conditions is explicitly excluded.
2.4. The applicability of articles 7:407 paragraph 2 and 7:409 paragraph 2 of the Dutch Civil Code is explicitly excluded.

3. Offer & Quotes

3.1. An offer or quote is valid for a maximum of 30 calendar days unless a different acceptance period is stated in the offer or in the quote.
3.2. If Client does not accept an offer or quote within the applicable period, the offer or quote expires.
3.3. If an offer or quote is made where the offered service does not have a fixed price but is based on an hourly rate, Spiceminds will estimate how many hours it needs to provide the service. However, no rights can be derived from the estimated hours: Spiceminds invoices for the actual hours spent.
3.4. Assignments are confirmed in writing by the Client. When the Client agrees in a way other than in writing that Spiceminds begins with the execution of the Assignment, the content of the quote or offer is agreed upon and these General Terms and Conditions apply. Further oral agreements only bind Spiceminds after they have been confirmed in writing by Spiceminds.

4. Rates

4.1. All rates that Spiceminds uses are in euros, are exclusive of VAT, and exclusive of any other costs (such as hosting costs and costs for plugins), unless explicitly stated otherwise or agreed differently. Any additional costs are always communicated with the Client.
4.2. All rates that Spiceminds uses that are stated on its website or have been made known in any other way, Spiceminds may change at any time, except if the agreement has already been concluded.
4.3. If Parties have agreed on a fixed price for services provided by Spiceminds and Client wishes additional services, Spiceminds may charge an additional fee for the extra work done beyond the agreed fixed price, unless Parties have expressly agreed otherwise.

5. Execution of Assignments

5.1. Spiceminds executes the Assignment with the care and expertise that may reasonably be expected of her under the given circumstances.
5.2. Spiceminds has an obligation of effort, not an obligation of result.
5.3. Client ensures that all relevant information and authorizations, which Client understands or reasonably should understand are necessary for the correct execution of the agreement, are provided to Spiceminds on time, in the desired form and manner.
5.4. If the Client does not, not timely, or not properly provide the requested information and/or authorizations, and this delays the execution of the Assignment, Spiceminds may suspend its activities.
5.5. Costs incurred because requested information is not, not timely, or not properly provided, are for the Client.
5.6. Client guarantees the accuracy, completeness, and reliability of the data provided, even if these come from third parties.
5.7. Client ensures that the provision and/or uploading of images, logos, videos, sound files, designs, and similar, does not infringe on the intellectual property rights of third parties.
5.8. It is not part of Spiceminds’ assignment to investigate the existence of intellectual property rights concerning information, data, media, and documents provided by the Client.
5.9. It is not part of Spiceminds’ assignment to implement privacy legislation in its services, such as web design.5.10. Spiceminds has no obligation to keep works produced by her.

6. Feedback Rounds

6.1. When the Assignment consists of web design, copywriting, and/or design, Spiceminds includes one round of feedback.
6.2. If the Client wishes for additional feedback rounds, Spiceminds will charge its hourly rate for these.
6.3. The Client has 4 weeks to provide feedback. This feedback will be incorporated into a final version where possible and reasonable.
6.4. If the Client does not respond to the draft version within 4 weeks, then the draft version will be considered the final version.
6.5. After delivery of the final version, the Client owes the entire agreed amount.

7. Urgency

7.1. If the Client has an urgent request, Spiceminds is allowed to charge a higher rate than its standard rate. This will be communicated with the Client beforehand.
7.2. It is at Spiceminds’ discretion to determine whether an assignment qualifies as urgent. Spiceminds decides what constitutes the urgent deadline.
7.3. The execution of the assignment begins when Spiceminds receives approval of the quote or offer.
7.4. The responsibility for actual completion within the urgent deadline also lies with the Client. The Client is expected to respond as quickly as possible to, for example, questions and approvals so that Spiceminds can complete the assignment within the urgent deadline.

8. Payment

8.1. Spiceminds may request a down payment.
8.2. Payment must be made without suspension and settlement within 30 days after the invoice date, unless agreed otherwise.
8.3. If the Client fails to meet their payment obligations, they will be given two opportunities by Spiceminds to fulfill their payment obligation within a period of 14 days. 8.4. If payment is not made after these reminders, the Client is due legal interest 30 calendar days after the invoice date, and Spiceminds may charge extrajudicial costs to the Client. The amount for extrajudicial costs starts at a minimum of €40 and is due by the Client without a reminder from the day after the agreed final day of payment has passed.
8.5. If the Client does not pay (in full) or on time, Spiceminds may suspend the (remaining) work on the Assignment. 8.6. In case of liquidation, bankruptcy, legal debt restructuring, or suspension of payment of the Client, the obligations of the Client towards Spiceminds are immediately due and Spiceminds is entitled to suspend or terminate her work.

9. Confidentiality

9.1. Spiceminds and/or any third party engaged by her are obliged to keep all confidential information they have obtained from the Client in the context of the Assignment confidential. Information is considered confidential if this has been communicated by one party or if this results from the nature of the information, such as but not limited to login details.
9.2. Confidentiality does not apply if the relevant information is already public or generally known, the information is not confidential, and/or the information was not made known to Spiceminds by the Client during the agreement and/or was obtained by Spiceminds in another way.
9.3. Confidentiality does not apply to the extent that there is a legal duty of disclosure imposed on Spiceminds. In this case, Spiceminds is not liable for any damages to the Client, nor can the Client dissolve the agreement.

10. Third Parties

10.1. Spiceminds may engage third parties to execute the Assignment.
10.2. Spiceminds is not liable for changes, errors, or defects in products or services of third parties engaged by or on behalf of the Client, regardless of whether these were introduced by Spiceminds.
10.3. Spiceminds is not liable for damages caused by engaged third parties.

11. Intellectual Property Rights

11.1. All intellectual property rights and associated powers on the works created by Spiceminds resulting from the agreement belong to Spiceminds. Examples of created works include, but are not limited to, web designs, texts, and designs.
11.2. The Client is not allowed to reproduce, make public, or otherwise bring to the notice of third parties the works created by Spiceminds without prior written permission from Spiceminds, unless otherwise arises from the agreement or agreed otherwise.
11.3. The Client may never use draft versions.
11.4. The Client may modify final versions delivered by Spiceminds. However, Spiceminds is not liable for any damage that may result from these modifications.
11.5. The Client may use final versions delivered for any purpose, unless it involves journalistic productions.

11.6. Unless the consequences thereof conflict with reasonableness and fairness, the Client is not allowed to use or further develop final versions or draft versions of the Assignment without prior permission from Spiceminds, and the license will be revoked if:

  • A. the Client fails to fully meet their payment obligations or is in default in another way;
  • B. the Assignment is terminated early as mentioned in Article 14;
  • C. in the event of the Client’s bankruptcy, unless the intellectual property rights have been fully transferred to the Client.

11.7. The Client is not allowed to transfer any intellectual property right from an agreement with Spiceminds to third parties unless their entire business is transferred or when Spiceminds gives written permission.
11.8. Spiceminds retains the freedom, taking into account the interests of the Client, to use works created by her for, including but not limited to, her own publicity, the acquisition of assignments, and promotion.

12. Force Majeure

12.1. Spiceminds is not required to fulfill its obligations from the agreement if fulfillment has become temporarily or permanently impossible due to force majeure.
12.2. Force majeure includes any non-attributable inability to meet the obligations of the agreement, such as, but not limited to, internet outages, computer failures, illness, government measures, epidemics, and pandemics.
12.3. The Client will be informed in writing by Spiceminds about the situation of force majeure as soon as possible.
12.4. Spiceminds will look for an appropriate solution to fulfill the agreement if possible, such as engaging third parties or rescheduling appointments.
12.5. In the event of force majeure, Spiceminds is not held to compensate any damage.
12.6. In case of force majeure, the Client has no right to dissolve the entire or part of the agreement unless agreed otherwise.
12.7. In case of force majeure, the Client is not allowed to suspend their obligations unless agreed otherwise.

13. Liability and Indemnifications

13.1. The Client indemnifies Spiceminds against claims related to intellectual property rights on all information, materials, and/or data provided by the Client used in the execution of the Assignment.
13.2. The Client indemnifies Spiceminds against claims from third parties alleging to have suffered damage in connection with the work performed by Spiceminds on behalf of the Client.
13.3. Spiceminds is only liable for damage suffered by the Client if it can be attributed to Spiceminds.
13.4. If Spiceminds is liable for any damage, it is only liable for damage that directly results from or is related to the agreement (“direct damage”), including:

  • A. reasonable costs to determine damage and liability, insofar as the determination relates to damage as defined in these General Terms and Conditions;
  • B. reasonable costs incurred to make Spiceminds’ defective performance conform to the agreement, insofar as these can be attributed to Spiceminds;
  • C. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs led to the prevention or limitation of direct damage as defined in this article.

13.5. Spiceminds is not liable for indirect damage, i.e., damage not directly caused by a attributable shortcoming by Spiceminds, including, but not limited to, consequential damage, lost profit, or damage to third parties.
13.6. If Spiceminds is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and, in the absence of (complete) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
13.7. Any liability expires one year after the agreement has ended by completion, termination, or dissolution.

14. Termination of the Agreement

14.1. Both the Client and Spiceminds may terminate the agreement, if desired with immediate effect. Termination must always be done in writing.
14.2. Both the Client and Spiceminds may dissolve the agreement if the other party fails to fulfill the agreement, unless the shortcoming, given its special nature or minor significance, does not justify dissolution with its consequences. The defaulting party must first be declared in default and given a reasonable period to comply.
14.3. When one of the Parties terminates the agreement by cancellation or dissolution, Spiceminds is in any case entitled to payment for the work performed by her up to that point and the expenses incurred for the execution of the agreement. When the Client terminates the agreement, Spiceminds is also entitled to payment for the hours to be invested in transferring data. When Spiceminds terminates the agreement, she will bear the costs of transferring data, but for a maximum of 8 hours of work.
14.4. If the Client has already received performances at the time of dissolution, these performances will not be subject to revocation.
14.5. Spiceminds is not required to pay compensation to the Client when terminating an agreement in accordance with this article.

15. Complaint Obligation

15.1. Complaints about the (execution of the) agreement must be submitted to Spiceminds in writing, fully and clearly described, within a reasonable time after the Client has discovered or reasonably should have discovered the defect.
15.2. If a defect is reported later than the mentioned term in the previous paragraph, the Client can no longer invoke the possible dissolution of the agreement or compensation for damages.
15.3. Spiceminds responds to complaints within a period of 30 calendar days, counted from the date of receipt of the complaint. If the complaint requires a longer processing time, Spiceminds will inform the Client within 30 days after receiving the complaint when the Client can expect an answer.
15.4. The Client must give Spiceminds at least 2 months to resolve the complaint in mutual consultation.
15.5. Submitting a complaint does not suspend the payment obligation.

16. Other Provisions

16.1. The legal relationship between Spiceminds and the Client is governed by Dutch law.
16.2. Parties will not resort to the courts until they have made every effort to settle the dispute in mutual consultation.
16.3. Spiceminds is entitled at any time to make changes to these terms and conditions, which come into effect at the announced time. Spiceminds will send the amended terms and conditions to the Client in a timely manner.
16.4. If no time of commencement has been communicated to Spiceminds, the changes towards the Client come into effect when the change has been notified to them.
16.5. If any provision of these General Terms and Conditions is found to be null and void or voidable, the remaining provisions shall remain in force.
16.6. In the event of nullity or voidability of a provision, Parties will consult with the aim of agreeing on new provisions to replace the null and void or voided provisions, taking into account as much as possible the purpose and intent of the null and void or voided provisions.