Article 1. Definitions

Agreement: any agreement between the Parties relating to the provision of Services by Service Provider, including the Professional Services Master Agreement.

Assignment: a task or set of tasks contained in a Work Order, and to be executed by Spark Advisory.

Client: any legal person with whom Spark Advisory enters into and/or has entered into a legal relationship for the provision of Services.

Deliverables: the specific reports, analyses, and other final deliverables created by the Service Provider specifically for the Client as part of an Assignment.

General Terms and Conditions: these general terms and conditions.

Party: the Client and Spark Advisory, separately, and Parties, jointly.

Services: an umbrella term for the range of tasks that Spark Advisory can perform for the Client and in which Spark Advisory has professional expertise, which can make up Assignments, and in turn, Work Orders.

Service Provider: Spark Advisory.

Spark Advisory: a sole proprietorship, statutorily domiciled in Amsterdam, Netherlands, registered in the Dutch Chamber of Commerce under number 98228013.

Written Form (also: written, or in writing): by letter (registered or not), by courier, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically in text format, provided that the identity of the sender can be sufficiently established.

Article 2. Applicability

2.1. General Terms and Conditions apply to all quotations, offers, activities, work orders, agreements and deliveries of services by or on behalf of the Service Provider and form part of every (legal) act related to the preparation, realisation or execution of the Agreement.

2.2. General Terms and Conditions also apply to all subsequent agreements between the Client and Service Provider, if the Client has accepted their validity in previous agreements with the Service Provider.

2.3. General Terms and Conditions can only be deviated from with prior written permission of the Service Provider or by means of a written agreement between the Service Provider and the Client.

2.4. The applicability of any of the Client’s terms and conditions is explicitly excluded.

2.5. In the event of any discrepancy between the various documents describing the agreements between the Parties, the following order of precedence shall apply: (1) Work Order; (2) Professional Services Master Agreement; (3) agreements other than the Professional Services Master Agreement; (4) General Terms and Conditions; (5) any other terms and conditions.

2.6. If any provision of these General Terms and Conditions should be null and void or is annulled, the other provisions of these General Terms and Conditions shall remain fully applicable and effective. Any such invalid or unenforceable provision shall be replaced or deemed to be replaced by a provision that is considered to be valid and enforceable, and which interpretation shall be as close as possible to the intent of the invalid provision.

Article 3. Obligations of the Client

3.1. The Client is responsible for the information they have provided to Service Provider and the use of the Services. The Client commits to using the Services within the limits set out in the Agreement, these General Terms and Conditions, and the applicable laws and regulations.

3.2. The Client must ensure that all information and documents, which the Service Provider believes it needs for the correct and timely delivery and execution of the Services, are correct and complete and are provided to the Service Provider in a timely manner and in the form and manner required by the Service Provider.

3.3. The Client shall ensure that the Service Provider is promptly informed about facts and circumstances that may be of importance in connection with the proper delivery and execution of Services.

Article 4. Intellectual Property

4.1. The Service Provider retains all intellectual property rights to all materials, methods, know-how, and tools developed or used by the Service Provider prior to or outside of an Assignment.

4.2. All intellectual property rights to Deliverables shall be assigned to the Client. This assignment is contingent upon the full and final payment of all Professional Fees and expenses owed by the Client for the relevant Work Order under which the Deliverables were created.

4.3. The Client grants the Service Provider a non-exclusive, perpetual, royalty-free license to use the Deliverables for its own internal business, portfolio, and marketing purposes, provided that any of the Client's Confidential Information is removed.

Article 5. Confidentiality

5.1. All non-public information disclosed by Service Provider or Client, which everyone reasonably knows or should know is confidential, is considered to be “Confidential Information”.

It shall not include:

(a) Information that is already in possession of the receiving Party before the disclosure;

(b) Information that has been legitimately owned by the receiving Party through a third party, who does not violate a confidentiality obligation against the providing Party;

(c) Information that has become available to the public domain without any (in)direct involvement of that Party, or after the disclosure other than as a consequence of a violation of these Terms and Conditions by the receiving Party;

(d) Information that has to be disclosed as a result of a given order of court decision granted for that purpose, in which case the relevant Party will notify the other Party in advance, unless this is forbidden by law or pursuant to the given order or relevant court decision.

5.2. The Service Provider and the Client agree to keep all Confidential Information strictly confidential and secret. The receiving Party of the Confidential Information shall not disclose, use, transmit or otherwise make it available to any entity or person, except if this is necessary to fulfil the obligations in these Terms and Conditions or any other agreement between the Parties.

5.3. The Parties should take all reasonable and necessary actions to preserve and protect the Confidential Information.

5.4. Each Party agrees to restrict access to the Confidential Information to its employees.

5.5. When the Agreement between the Service Provider and the Client ends, each Party shall return or destroy, as the Parties agree, all (copies of) the Confidential Information.

Article 6. Force Majeure

6.1. The Service Provider is never liable in the case of a situation of Force Majeure. As far as the fulfilment is not permanently impossible, its obligations are suspended.

6.2. The Parties are entitled to rescind the Agreement, without any obligation to pay damages to either Party in that case, if the period in which performance of the Agreement is not possible due to Force Majeure lasts or will last longer than sixty (60) days.

6.3. If, at the occurrence of the Force Majeure, the Service Provider has already partially fulfilled its obligations, or can only partially fulfil its obligations, the Service Provider is entitled to invoice separately the Service(s) already delivered or the deliverable part of the Service(s), respectively, and the Client is obliged to pay this invoice as if it were a separate invoice.

Article 7. Indemnification

7.1. The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all third-party claims, demands, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any breach by the Client of its obligations under the Agreement or these General Terms and Conditions;

(b) the Client’s use of the Services or Deliverables in a manner not intended or authorised by the Agreement;

(c) any data, information, or materials provided by the Client to the Service Provider, including any claims that such materials infringe upon the intellectual property or data protection rights of a third party;

(d) the Client's violation of any applicable laws or regulations.

7.2. This indemnification obligation shall continue to apply after the termination of the Agreement.

Article 8. Amendment of Terms and Conditions

8.1. The Service Provider reserves the right to change the General Terms and Conditions. When the General Terms and Conditions are changed in a significant way, the Service Provider will notify the Client by sending an email. By continuing to use the Service, the Client acknowledges the most recent version of the General Terms and Conditions.

8.2. If the Service Provider does not enforce (parts of) the General Terms and Conditions or the Agreement, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Client.

8.3. The General Terms and Conditions are part of the Agreement between Service Provider and Client. Together, the Agreement and the General Terms and Conditions supersede all prior (oral) agreements between Service Provider and Client.

Article 9. Final Provisions

9.1. The rights and obligations described in the General Terms and Conditions, and the provision of the Services by the Service Provider, are transferable by the Service Provider to third parties without the Client’s consequential permission to terminate the Agreement. The Service Provider will notify Client of this matter. The fact remains that the then entitled Party shall respect and continue the rights and obligations of the Service Provider resulting from the Agreement. The Client is not permitted to transfer the Agreement and/or any of their rights and obligations without express prior written consent from the Service Provider.

9.2. In the event that the Client applies for bankruptcy or requests suspension of payment, or has been declared in a state of bankruptcy, any claim pursuant to and/or resulting from the Agreement(s) is due in full, effective immediately, without requiring notice of default and without prior legal intervention. In the above-mentioned cases, the Service Provider shall be entitled, in addition to the rights set forth in the General Terms and Conditions, to terminate the Agreement with immediate effect.

9.3. The General Terms and Conditions shall be governed exclusively by Dutch law. 

9.4. All disputes arising out of or in connection with the General Terms and Conditions shall be brought before the competent court in Amsterdam.