1. Definitions
“We” / “Contractor” means CodeSpark Tech B.V.. “Client” means the party entering into an agreement with us. “Services” means the software development, consulting, advisory and related work we provide.
2. Applicability
These terms apply to every offer and agreement between us and the Client, unless agreed otherwise in writing. The applicability of any of the Client’s own purchasing or other conditions is expressly excluded.
3. Offers and agreement
All offers are without obligation and valid for 30 days unless stated otherwise. An agreement is formed once we confirm an assignment in writing or begin its performance.
4. Performance of services
We perform the Services to the best of our ability as a best-efforts obligation (inspanningsverplichting). Stated timelines are indicative unless an explicit deadline is agreed in writing. The Client provides timely access, information and decisions needed for the work.
5. Fees and payment
Fees are exclusive of VAT (BTW) and expenses unless stated otherwise. Invoices are payable within 14 days of the invoice date. If payment is late, statutory commercial interest and reasonable collection costs may be charged.
6. Intellectual property
Unless agreed otherwise in writing, intellectual property rights in deliverables created specifically for the Client transfer upon full payment. We retain rights to our pre-existing tools, frameworks and know-how, and may reuse general knowledge gained.
7. Confidentiality
Each party keeps confidential information of the other party confidential and uses it only for the purpose of the agreement.
8. Liability
Our total liability for attributable failure is limited to the amount invoiced for the relevant assignment in the three months preceding the event, or the amount paid out under our liability insurance. We are not liable for indirect or consequential loss. These limitations do not apply in case of intent or deliberate recklessness on our part.
9. Force majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control. Obligations are suspended for the duration of the force-majeure event.
10. Term and termination
Either party may terminate the agreement in writing with reasonable notice, or with immediate effect if the other party is in material default that is not remedied within a reasonable period. Work performed up to termination is invoiced.
11. Governing law and jurisdiction
Dutch law governs all agreements to which these terms apply. Disputes are submitted exclusively to the competent court in the district of our registered office, unless mandatory law provides otherwise.
12. Contact
Questions about these terms: info@codesparktech.nl.