General terms and conditions
1.Scope
1.1. These are the general terms and conditions of Bluespar (we, our or us), registered in the Dutch Trade Register under number 93036949.
1.2. These general terms and conditions apply to all offers, quotations, agreements, assignments, legal relationships and engagements we perform for our clients (the client, you or your).
1.3. All assignments to Bluespar or (legal) persons related to Bluespar are considered to have been exclusively given to and accepted by Bluespar. This shall also apply if you expressly or implicitly intend the assignment to be performed by a specific person. The description “(legal) persons related to Bluespar includes but is not limited to: all and any (current, former and future) employees, advisors, partners and group companies of Bluespar and all and any (legal) persons which at the request of Bluespar have performed or will perform any activities. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is excluded.
1.4.The provisions in these general conditions are made for the benefit not only of Bluespar, but also for the benefit of the (legal) persons related to Bluespar as referred to in Clause 1.3 of these general conditions. All that is stipulated in these general conditions for the benefit of Bluespar and the (legal) persons related to Bluespar shall be considered as an irrevocable third party stipulation made for free (onherroepelijk derdenbeding om niet) in the meaning of Article 6:253 of the Dutch Civil Code. The (legal) persons related to Bluespar are not liable for any damage caused by or related to the performance or non-performance of any assignment or any part thereof.
1.5. If these general terms and conditions and the written engagement contain conflicting conditions, the conditions of the written engagement shall prevail. Deviation from these general terms and conditions can only be agreed n the written agreement in which we undertake to provide services to you. The applicability of any of your purchasing conditions or other conditions is expressly excluded unless otherwise agreed in writing.
2. Fees and invoicing
2.1. Unless agreed otherwise, we render our services on a time spent basis in accordance with our hourly rates. Our fee shall be exclusive of our out-of-pocket expenses, exclusive of any fees charged by third parties engaged by us and exclusive of any turnover tax and other levies that are or may be imposed by government authorities. We shall recharge the costs of any such out-of pocket expenses, third-party fees, taxes and levies to you.
2.2. Payment of our fee is due, without any deduction, discount or debt settlement, within 15 days of the invoice date. Payments, denominated in the currency indicated in the invoice, shall be remitted to a bank account designated by us.
2.3. Complaints about or objections to any amounts charged shall not suspend your obligation to pay.
2.4. In the event of a jointly commissioned engagement, all clients are jointly and severally liable for payment of the full fee charged insofar as the services were provided for the clients jointly.
3.Confidentiality
3.1. Unless (i) we are required under any provision in the applicable national or international legislation and regulations to disclose information, or (ii) we or persons affiliated with or working for us act in any disciplinary, civil, administrative or criminal proceedings in which this information may be of importance, Bluespar shall neither disclose confidential information nor provide such confidential Information to third parties, unless permitted under the applicable terms and conditions or with your consent.
3.2. You agree that we may use confidential information and other information provided by or on behalf of you within the framework of, amongst other things, compiling and maintaining best practices, to develop, enhance, modify and improve technologies, tools, methodologies, services and offerings, and/or for development or performance of data analysis or other insight generation (including statistics, research purposes and/or benchmarking). We will not use or disclose confidential Information in a way that would permit you to be identified by third parties without your consent.
4.Termination of the agreement
4.1 You may terminate our engagement at any time by giving written notice. We may terminate the engagement by written notice taking into account a two week notice period.
4.2. In case of termination of our engagement you owe the fees for the work carried out by Bluespar, including the work required to transfer the matter to you or a third party.
5.Liability
5.1. We shall provide our services to the best of our ability and exercise the due care that may be expected of us. If errors are made as a result of the provision to us of incorrect or incomplete information by you or a third party, we shall not be liable for any resulting damage.
5.2. We shall not be held liable for any consequential, indirect, or punitive damage and/or loss of profit.
5.3. Any liability of Bluespar, is limited to the amount paid by the insurer under the applicable professional liability insurance policy. If the insurer does not pay any amounts, our liability is limited to one (1) time the fees paid to us.
5.4. Bluespar shall take the necessary due care in selecting third parties to be engaged in carrying out an assignment and shall, insofar as possible or necessary, consult with the client in advance about such engagement. Bluespar is not liable for any acts or omissions of third parties.
5.5. Bluespar is authorized to make use of (digital) means of communication and communication services and (digital) means and services for the storage of data, whether or not provided by third parties. Bluespar is not liable for any damage that may, directly or indirectly, result from or relate to using such means or services. Bluespar is not liable for any damage that may, directly or indirectly, result from or relate to the interception, manipulation, infection or delay in (transportation of) electronic messages and documents or wrongful (transportation of such) messages or documents, including but not limited to viruses, hacks, ransomware or other malware.
5.6.Your right of action and other powers to make any claim towards Bluespar and/or related persons on any account whatsoever will end ultimately upon the lapse of one (1) year after the moment when you became aware or could reasonably be aware of the existence of the right or powers in question.
6.Applicable law and jurisdiction
These General Conditions and all legal relationships between Bluespar and its clients are governed by Dutch law. Any disputes shall be exclusively submitted in first instance to the Amsterdam District Court, the Netherlands.
