Terms and conditions

These general terms and conditions apply to all offers, proposals, and agreements between Sparse B.V. in Zwolle, Chamber of Commerce 83937552, and its counterpart “customer”.

In the General Terms and Conditions, we may refer to “Sparse” as “supplier”, “we”, “our”, or “us”.

Chapter 1. General provisions

Article 1: Applicability

1.1 These general terms and conditions apply to all offers and agreements in which the supplier delivers goods and/or services to the customer.
1.2 Deviations and additions to these terms and conditions are only valid if agreed upon in writing.
1.3 Purchasing or other terms and conditions of the customer are not accepted.
1.4 The conditions of third-party products/services apply when supplied by the supplier, provided that the supplier has communicated them and the customer has had the opportunity to take note of them.
1.5 If the terms of the third party are not applicable, these general terms and conditions apply.
1.6 In the event of invalidity or nullification of a provision, the remaining provisions remain valid, and the parties will draft new provisions with the same intent.
1.7 Conflicting agreements between parties are subordinate to these terms and conditions, unless otherwise agreed upon in writing. In case of contradictions within the terms and conditions, the provision from an earlier chapter applies.

Article 2: Offers

2.1 Offers from the supplier are non-binding, unless otherwise stated in writing. The customer is responsible for the accuracy and completeness of the information provided.

Article 3: Price and payment

3.1 Prices are exclusive of VAT and levies, in euros. The customer pays in euros.
3.2 Preliminary estimates and budgets are indicative unless agreed otherwise in writing.
3.3 The customer is jointly and severally liable for performance of the agreement.
3.4 The supplier’s administration provides evidence of performance and amounts due.
3.5 The supplier may adjust prices and rates in accordance with the agreement or with a notice period of three months.
3.6 Payments are made in accordance with agreed or invoiced terms. Suspension or setoff is not permitted.
3.7 In case of non-timely payment, legal commercial interest is due, and legal and extrajudicial costs may be charged.

Article 4: Duration of the agreement

4.1 Continuous agreements apply for the agreed duration or one year in the absence thereof.
4.2 Tacit renewal for up to one year, unless terminated in writing with a notice period of three months.

Article 5: Confidentiality

5.1 Both parties keep confidential information secret unless legally obligated to disclose it. 5.2 The customer acknowledges the confidential nature of the delivered software.

Article 6: Privacy and data processing

6.1 The customer informs the supplier about compliance with privacy legislation if relevant.
6.2 The customer indemnifies the supplier against claims related to personal data unless attributable to the supplier.
6.3 The customer is responsible for processed data and indemnifies the supplier against claims from third parties.
6.4 Costs for work at the request of a government agency or legal obligation are charged to the customer.
6.5 Chapter 2 ‘Standard clauses for processing’ applies if the supplier acts as a processor.

Article 7: Security

7.1 The supplier provides information security as agreed upon in writing. Effectiveness under all circumstances is not guaranteed. In the absence of specifications, a reasonable level of security is maintained.
7.2 The customer treats provided security tools confidentially and only shares them with authorized personnel. The supplier may change codes and certificates. The customer is responsible for authorization management.
7.3 The customer obtains necessary licenses/approvals for security/testing of software, equipment, or infrastructure not provided by the supplier. The supplier is not liable for damages and is indemnified against claims related to this.
7.4 The supplier applies security measures to prevent unauthorized access to systems and data. The customer is responsible for taking appropriate measures to prevent unauthorized access to its own systems and data.
7.5 Customer adequately secures and maintains its own systems and infrastructure.
7.6 Supplier provides instructions for preventing/minimizing security incidents. If not followed, supplier is not liable and shall be indemnified for any resulting damage.
7.7 Supplier may implement technical and organizational measures for protection. Customer may not remove or circumvent them.

Article 8: Reservation of ownership, rights, and suspension

8.1 Goods delivered to the customer remain the property of the supplier until all payments are fully settled. Resellers may resell goods within the scope of normal business operations. 8.2 Reservation of ownership for exports is governed by the law of the destination country, if more favorable to the supplier.
8.3 Rights are granted or transferred subject to customer’s full payment of all amounts due.
8.4 Supplier retains data, documents, software and/or data files until customer has paid all amounts due.

Article 9: Transfer of risk

9.1 The risk of loss, theft, embezzlement, or damage passes to the customer once the goods are placed under the actual control of the customer or his/her representative.

Article 10: Intellectual property

10.1 Intellectual property rights belong to the supplier, licensors, or suppliers. The customer only obtains rights of use as specified in the agreement or by law.
10.2 Transfer of intellectual property rights can only be agreed upon in writing and explicitly. The transfer does not limit the supplier in the use or exploitation of developments.
10.3 The customer shall not remove or modify any indications relating to intellectual property.
10.4 Supplier indemnifies the customer against claims by third parties regarding infringement.
10.5 The customer warrants that there are no third-party rights that impede the delivery of equipment, software, materials, files, or other works to the supplier and that he/she possesses the necessary licenses. The customer indemnifies the supplier against claims by third parties for infringement of their rights.
10.6 Data conversion is only performed if agreed upon in writing with the customer.
10.7 Supplier may use the customer’s logo, trademark or name in external communications.

Article 11: Services

11.1 The supplier carries out services carefully in accordance with written agreements, based on best efforts, unless a specific result is agreed upon.
11.2 The supplier is not liable for damage due to misuse of access codes unless it is a result of deliberate intent or gross negligence of the management.
11.3 The supplier may replace a certain person with someone with comparable qualifications.
11.4 The supplier is not obliged to comply with instructions that modify or supplement services. If this does happen, the work will be compensated according to the usual rates.

Article 12: Information, cooperation, and responsibilities

12.1 Both parties cooperate in a timely and correct manner for successful ICT operations.
12.2 The customer is responsible for the accuracy of provided data and information. The supplier verifies in case of inaccuracies.
12.3 The customer designates contact persons with relevant experience and knowledge.
12.4 The customer bears the risk of selection of goods and services delivered and ensures the correct and complete performance requirements.
12.5 The customer provides qualified personnel and facilities on site. The supplier is not liable for damage or costs due to malfunctions, unless it is a result of deliberate intent or gross negligence.
12.6 The customer indemnifies the supplier against claims by third parties and ensures compliance with legal requirements and regulations.
12.7 The customer is responsible for the management, instruction, and use of delivered products and services.
12.8 The customer provides the necessary equipment, infrastructure, and supporting software.

Article 13: Project and Steering Groups

13.1 Information provision in project or steering groups is done in accordance with the agreed-upon method.
13.2 Supplier is only bound by decisions with a written agreement or acceptance.
13.3 Customer guarantees that designated individuals are authorized to make binding decisions.

Article 14: Deadlines

14.1 Supplier aims to meet agreed-upon delivery times and completion dates.
14.2 Parties will discuss further planning in case of impending delays.
14.3 Supplier is only in default after written notice of default and a reasonable period has elapsed.
14.4 Supplier may postpone work until customer approves results of previous phase in writing.
14.5 Changes to the agreement or non-compliance by the customer release supplier from delivery date or completion deadline. Additional work is not a ground for termination of the agreement.

Article 15: Termination and Cancellation of the Agreement

15.1 Parties may terminate the agreement for attributable shortcomings after detailed written notice of default and a reasonable period for remedy. Payment and cooperation obligations are essential.
15.2 Upon termination, already delivered performances and payment obligations remain, unless customer proves supplier is in default.
15.3 Open-ended agreements may be terminated in writing with reasonable notice and without compensation.
15.4 Customer may not terminate fixed-term agreements or agreements that end upon completion prematurely.
15.5 Parties may terminate the agreement immediately in case of bankruptcy, suspension of payment, liquidation, change of control or termination of the enterprise. Supplier is not obliged to refund or compensate.

Article 16: Supplier Liability

16.1 Supplier’s liability for damage caused by attributable shortcomings is limited.
16.2 Direct damages are limited to the agreed price (excluding VAT) with a maximum of €500,000.
16.3 Liability for damage resulting from death, injury or material damage is limited to €1,250,000.
16.4 Indirect damages, consequential damages and damages caused by third parties are excluded.
16.5 Exclusions and limitations expire in case of intent or conscious recklessness by supplier’s management.
16.6 Liability arises after written notice of default and a reasonable period for remedy.
16.7 Prompt written notification is required for damage claims, which expire after 24 months without legal action.
16.8 Customer indemnifies supplier against claims by third parties due to product liability, unless customer proves that damage was caused by supplier’s equipment, software or materials.
16.9 Limitations and exclusions also apply to (legal) persons used by supplier and its suppliers in the execution of the agreement.
16.10: All limitations and exclusions of liability in these terms and conditions also apply to all (legal) persons engaged by supplier and its suppliers in the execution of the agreement.

Article 17: Force Majeure

17.1 Parties are not obliged to fulfill their obligations in case of force majeure. The Supplier considers situations such as: (i) force majeure of suppliers, (ii) failure of prescribed suppliers, (iii) defective third-party goods, equipment, or materials, (iv) government measures, (v) power outage, (vi) internet, data network, or telecom outage, (vii) (cyber)crime, war, or terrorism, (viii) transportation problems as force majeure.
17.2 In case of force majeure that lasts longer than 60 days, parties may terminate the agreement in writing without further obligations.

Article 18: Service Level Agreement (SLA)

18.1 SLAs are agreed upon in writing. The Customer informs the Supplier of any influences on the service level.
18.2 Availability is measured excluding announced maintenance or external circumstances. The Supplier’s measurements are binding.

Article 19: Backup

19.1 The Supplier makes backups according to the agreed-upon periods (or weekly). The retention period is agreed upon or customary.
19.2 The Customer is responsible for legal administrative and retention obligations.

Article 20: Changes and Additional Work

20.1 Additional work/services are compensated according to rates. The Supplier is not obliged to do so and may require a separate agreement.
20.2 Changes/additional work may shift (delivery) deadlines and (delivery) dates.
20.3 Financial consequences of additional work/services are informed upon request.

Article 21: Transfer of Rights and Obligations

21.1 The Customer may not sell, transfer, or pledge rights and obligations.
21.2 The Supplier may sell, transfer, or pledge claims for payment.

Article 22: Applicable Law and Disputes

22.1 Dutch law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 1980 is excluded.
22.2 Disputes are settled through arbitration (Stichting Geschillenoplossing Automatisering), unless the district court has jurisdiction.
22.3 If the district court has jurisdiction, parties may bring the case before a Dutch court.
22.4 ICT mediation is possible via Stichting Geschillenoplossing Automatisering.

Chapter 2. Personal data

Article 23: General

23.1 Supplier processes personal data according to written instructions from the customer.
23.2 Customer is the data controller and determines the purpose and means of processing.
23.3 Supplier is the data processor and does not make decisions regarding the use of personal data.
23.4 Supplier complies with GDPR as described in these clauses and the agreement.
23.5 Customer guarantees to comply with GDPR and ensures adequate security.
23.6 Customer may not recover fines from the supplier imposed by the supervisory authority.

Article 24: Security

24.1 Supplier takes security measures as described in the agreement.
24.2 Unless otherwise specified, the product/service is not intended for special categories of personal data.
24.3 Supplier strives for appropriate security measures.
24.4 Customer assesses whether security measures are appropriate.
24.5 Supplier may adjust security measures and informs the customer where relevant.
24.6 Customer may request additional security measures; costs may apply.

Article 25: Personal data breaches

25.1 Supplier does not guarantee that security measures are always effective.
25.2 In the event of a breach, the supplier informs the customer without undue delay.
25.3 Customer is responsible for reporting breaches to the supervisory authority or data subject.
25.4 Supplier provides additional information if necessary and cooperates in providing information.
25.5 Supplier may charge reasonable costs for this support.

Article 26: Confidentiality

26.1 Supplier ensures confidentiality of individuals processing personal data.
26.2 Supplier may disclose personal data to third parties if legally required or for execution of the agreement.

Article 27: Termination obligations

27.1 Upon termination of the data processing agreement, the supplier shall delete all received personal data or, if agreed, return it to the customer in machine-readable format.
27.2 Supplier may charge for these actions; further agreements may be made in the agreement.
27.3 Article 27.1 does not apply if legislation impedes the deletion or return of personal data or if the supplier is the data controller.

Article 28: Data subjects rights, DPIA, and audit rights

28.1 Supplier supports customer requests regarding data subjects’ rights and refers data subjects to the customer if necessary.
28.2 Supplier cooperates in carrying out a data protection impact assessment or prior consultation if required by GDPR.
28.3 Supplier provides information upon request to demonstrate compliance with data processing agreements.
28.4 Parties will follow proposed improvement measures from audit reports in consultation.
28.5 Supplier may charge for cooperation.

Article 29: Subprocessors

29.1 The agreement states whether the supplier engages subprocessors.
29.2 Customer gives consent for the engagement of other subprocessors.
29.3 Supplier informs customer of changes in subprocessors; customer may object.

Chapter 3. SaaS

Article 30: Execution of SaaS service

30.1 Customer may only use the SaaS service for their own business or organization.
30.2 Supplier may make changes to the SaaS service.
30.3 Supplier may use new or modified versions of software.
30.4 Supplier may temporarily suspend service for maintenance.
30.5 Supplier does not provide physical media or download of software.
30.6 Customer sets up the SaaS service themselves, unless otherwise agreed.

Article 31: Warranty

31.1 Supplier does not guarantee that the SaaS service will function without error or interruption.
31.2 Customer takes additional measures to prevent and limit malfunctions and data loss.
31.3 Supplier does not guarantee that the SaaS service will be updated in a timely manner in accordance with changed laws and regulations.

Article 32: Commencement and compensation for services

32.1 The SaaS service (and any support) starts within a reasonable time after the conclusion of the agreement. The customer provides the necessary facilities.
32.2 The compensation for the SaaS service is stated in the agreement. Without a payment schedule, amounts are due monthly in advance.

Chapter 4. Software

Article 34: License and restrictions

34.1 The customer receives a non-exclusive, non-transferable license for the software during the agreement.
34.2 The license is limited to the object code; source code and technical documentation are not provided.
34.3 The customer must strictly comply with agreed restrictions on use.

Article 35: Delivery and installation

35.1 The supplier delivers the software on data carrier or online. User documentation is provided in the chosen format and language.
35.2 Installation is only done if agreed, otherwise the customer does it themselves.

Article 36: Acceptance

36.1 Without acceptance testing, the customer accepts the software ‘as is’.
36.2 The articles 36.3-36.10 apply to an acceptance test.
36.3 Errors are substantial deviations from functional or technical specifications.
36.4 If an acceptance test is agreed, the test period is fourteen days after delivery or after the software is made available to the customer.
36.5 If no test report has been received after fourteen days, the software is deemed accepted.
36.6 The customer may not withhold acceptance of the software for reasons not related to the specifications expressly agreed in writing between the parties, nor for minor errors that do not reasonably impede the operational or productive use of the software, without prejudice to the supplier’s obligation to correct these minor errors in the context of the warranty scheme of Article 40. Acceptance may also not be withheld due to aspects of the software that can only be subjectively assessed, such as aesthetic aspects of user interfaces.

Article 37: Availability

37.1 The supplier makes the software available within a reasonable period after the agreement.
37.2 The customer returns or destroys all copies after the agreement ends and reports this in writing. The supplier is not required to provide assistance with data conversion.

Article 38: License fee

38 The customer pays the fee at agreed times or upon: a. No installation by supplier: delivery of software and/or start of new term. b. Installation by supplier: completion of installation and/or start of new term.

Article 39: Modifications to the software

39.1 The customer may not modify the software without the written consent of the supplier. The supplier may refuse permission or impose conditions. The customer bears the risk of modifications by third parties.

Article 40: Warranty

40.1 The supplier will use best efforts to remedy errors as defined in Article 3 within a reasonable period if these are reported in writing in detail to the supplier within a period of three months after delivery or, if an acceptance test has been agreed, within three months after acceptance. The supplier does not guarantee that the software is suitable for actual and/or intended use. The supplier also does not guarantee that the software will work without interruption and/or that all errors will be corrected.
40.2 The supplier may charge the costs of repair at its usual rates if there are usage errors or improper use by the customer or other causes not attributable to the supplier. The obligation to repair lapses if the customer makes or has modifications made to the software without the written consent of the supplier.
40.3 Repair of errors will be carried out at a location and in a manner determined by the supplier. The supplier is entitled to make temporary solutions or program detours or problem-avoiding limitations in the software.
40.4 The supplier is never obliged to repair mutilated or lost data.
40.5 The supplier has no obligation of any kind or content with respect to errors reported after the expiry of the warranty period referred to in Article 40.1.

Chapter 5. Software and Website Development

Article 41: Specifications and Development

41.1 Development is based on an agreement. Parties will specify in writing which software/website is being developed and how this will be done.
41.2 Supplier develops the software/website carefully according to the agreed specifications and any agreed project organization, methods, techniques, and/or procedures.
41.3 In the absence of specific agreements, the supplier will start the work within a reasonable period.
41.4 Customer enables supplier to perform work outside of usual working days and times.
41.5 Supplier is not obliged to offer a content management system.
41.6 For training, maintenance, support, and/or domain name registration, supplier may require a separate agreement and charge additional fees.
41.7 Customer complies with the rules of agencies regarding domain names. Supplier accepts no responsibility for the accuracy or timeliness of services or achieving intended results.

Article 42: Agile Development

42.1 When using an iterative method (such as scrum), specifications may be adjusted during execution.
42.2 Parties form teams and make joint decisions about specifications. Customer accepts the risk that software/website may not meet all specifications and provides active input and cooperation.
42.3 At testing moments, errors or deficiencies are corrected if the team decides to do so within the next iteration. Any additional costs are for the customer.

Article 43: Delivery, Installation, and Acceptance

43.1 Article 35 regarding delivery and installation applies.
43.2 Supplier delivers the software/website on an information carrier or available online for delivery.
43.3 Article 36 regarding acceptance applies.
43.4 When using a development method as described in Article 42, the customer accepts the software/website in the state it is in at the end of the last development phase (“as is”).

Article 44: User Rights

44.1 Supplier makes developed software, website, and any user documentation available to customer.
44.2 If agreed in writing, source code and technical documentation are provided to the customer.
44.3 Supplier is not obliged to provide auxiliary software and program or data libraries.
44.4 Article 34 regarding user rights and limitations applies.
44.5 No limitations on user rights if the customer bears all design and development costs.

Article 45: Compensation

45.1 Payment for designing and developing software/websites is made per calendar month, unless otherwise agreed.
45.2 User rights for software/website are included in the development price for the duration of the agreement.
45.3 Auxiliary software, data libraries, installation, customization, maintenance, and support are not included.

Article 46: Warranty

46.1 Article 40 regarding warranty applies.
46.2 Supplier does not guarantee compatibility with all web browsers, other software, websites, or equipment.

Chapter 6. Maintenance of software and support

Article 47: Maintenance Services

47.1 If agreed, the supplier provides maintenance services for the software.
47.2 The customer reports errors, and the supplier corrects the errors and/or improves them in new versions.
47.3 Articles 40.3 and 40.4 apply.
47.4 The customer ensures a sound and secure infrastructure for online maintenance.
47.5 The customer provides cooperation for maintenance, including backups.
47.6 The customer provides the source code and technical documentation for maintenance of software not supplied by the supplier.

Article 48: New Versions of Software

48.1 Maintenance includes the latest version of the software.
48.2 After providing a new version, support/maintenance for the previous version will expire.
48.3 The supplier may require a further agreement and compensation for new functionality.
48.4 The customer must adjust the system if necessary for the new version to function properly.

Article 49: Support Services

49.1 The supplier provides support (by phone, online, email) for the specified software. The customer must provide detailed reports. The supplier sets conditions for reporting and who receives support. Support is provided on working days during business hours.
49.2 If standby services are agreed upon, the supplier keeps staff available during agreed times. In case of emergencies, the customer may request support for serious malfunctions. The supplier does not guarantee a timely solution.
49.3 Maintenance and services start from the agreement, unless otherwise agreed upon in writing.

Article 50: Compensation

50.1 Without a payment schedule, amounts for maintenance and services are due in advance per calendar month.
50.2 Compensation for maintenance and services applies from the start of the agreement, regardless of usage.

Chapter 7. Advice and Consultancy

Article 51: Execution

51.1 The supplier performs advisory and consultancy services independently.
51.2 The supplier has no fixed duration. This depends on factors such as customer information and cooperation.
51.3 Services are provided during normal working days and hours.
51.4 The customer bears the risk when using advice/reports. The customer must demonstrate that services are inadequate.
51.5 The customer may not share information about methods, practices, advice, or reports without permission.

Article 52: Reporting

52.1 The supplier provides periodic updates on the work performed. The customer shares relevant information and ensures internal dissemination.

Article 53: Compensation

53.1 Without a payment schedule, compensation is due after the fact per calendar month.

Chapter 8. Secondment Services

Article 54: Secondment Services

54.1 The supplier provides a staff member to the client. Results are the client’s responsibility. The staff member is available for 40 hours/week, unless otherwise agreed.
54.2 The client may only deploy the staff member for other activities with written permission.
54.3 Subleasing to third parties only with written permission.
54.4 The supplier ensures the availability of the staff member. Replacement is possible after consultation.
54.5 The client can request a replacement if quality requirements are not met or in case of prolonged absence. Replacement is not guaranteed. If replacement is impossible, the supplier’s liability lapses; payment obligations remain.

Article 55: Duration of Secondment Agreement

55.1 Without agreed duration, an indefinite term applies with a notice period of one calendar month after the initial term. Termination must be done in writing.

Article 56: Employment Conditions

56.1 Staff members follow the client’s usual employment conditions; the client guarantees compliance with laws and regulations.
56.2 The client informs the supplier of (temporary) company closure.

Article 57: Overtime and Travel Expenses

57.1 The client pays overtime according to the agreed or usual rate.
57.2 Travel expenses and time are charged according to the supplier’s standards.

Article 58: Liability

58.1 The supplier ensures timely payment of taxes and premiums and indemnifies the client under certain conditions.
58.2 The supplier is not liable for the quality of results under the client’s supervision.

Chapter 9. Training

Article 59: Registration and cancellation

59.1 Registration is binding upon confirmation by the supplier.
59.2 The customer is responsible for the suitability of the training; participant substitutions are possible with permission.
59.3 The supplier may cancel, combine, reschedule, or modify the training.
59.4 Customer cancellations follow standard rules; payment obligations remain.

Article 60: Execution of training

60.1 The supplier determines the content and depth of the training.
60.2 The customer informs participants of obligations and (behavioral) rules.
60.3 The supplier is not responsible for error-free equipment/software; the customer provides a suitable location.
60.4 Exam/test is not included.
60.5 Compensation for documentation, material, and certificates is not included.
60.6 For E-learning, Chapter 3 ‘Software-as-a-Service (SaaS)’ applies.

Article 61: Price and payment

61.1 Payment is made in advance of the training.
61.2 Costs for pre-training plan/advice research are invoiced separately.
61.3 VAT is due unless exempt; prices adjusted for changes in VAT regime.

Chapter 10. Hosting

Article 62: Hosting Services

62.1 The supplier provides agreed hosting services.
62.2 Customers may not exceed the agreed disk space, unless otherwise agreed. Unused data traffic is not transferred to a subsequent period. Extra charges will be applied for exceeding the limit.
62.3 Customers are responsible for managing and using the hosting service. The supplier does not perform data conversion unless agreed upon.
62.4 Security, backup, disaster recovery services are only provided if agreed upon in writing.
62.5 The supplier may temporarily disable the hosting service for maintenance. This will be done for the shortest possible time and preferably outside office hours.
62.6 Customers must follow rules of agencies regarding domain names. The supplier is not responsible for accuracy, timeliness, or results achieved. Customers pay costs according to agreed tariffs.

Article 63: Notice and Takedown

63.1 Customers must act with care and respect the rights of third parties.
63.2 The supplier may take measures in case of unlawful actions by customers, such as removing data or blocking access. In case of violation, the agreement may be terminated immediately without liability.
63.3 The supplier is not obliged to form an opinion about disputes between customers and third parties. Customers must resolve disputes with third parties themselves and inform the supplier in writing.