Terms and Conditions of SPOTONVISION B.V.

Article 1. Definitions

In these terms and conditions, the following capitalised terms have the meanings set out below.

SPOTONVISION B.V.
The private limited company SPOTONVISION B.V., with its registered office and principal place of business at Burgemeester Stramanweg 102-108 (Building 105-Parijs), 1101 AA Amsterdam, The Netherlands.

Terms and conditions
These general terms and conditions of SPOTONVISION B.V.

Service / Services
All marketing, consultancy, account-based marketing, digital marketing, strategic, operational, training, project-based, SaaS-related or other professional services provided by SPOTONVISION B.V., including support, advisory, project delivery, workshops and related activities.

Intellectual property rights
All intellectual property rights, including but not limited to copyrights, trademark rights, patent rights, trade name rights, database rights, neighbouring rights, know-how and domain names.

Customer
You, the customer and contracting party of SPOTONVISION B.V. under the Agreement.

MAP
The relevant marketing automation platform made available directly or indirectly to the Customer in the form of a SaaS application.

Agreement
The agreement between SPOTONVISION B.V. and the Customer in which the Services and related terms are agreed.

Parties
SPOTONVISION B.V. and the Customer together, or either of them individually.

Article 2. Applicability

a) These terms and conditions apply to every Agreement between SPOTONVISION B.V. and the Customer. General terms and conditions of the Customer do not apply and are expressly rejected.

b) Deviations from or additions to the Agreement are only valid if agreed in writing by the Parties.

c) If SPOTONVISION B.V. engages third parties for the performance of the Services, these terms and conditions also apply to the Services performed by those third parties, together with the third party’s applicable terms.

d) SPOTONVISION B.V. may amend these terms and conditions. Substantive changes take effect one month after publication and do not affect Agreements already in force.

Article 3. Formation of the Agreement

Offers from SPOTONVISION B.V. are without obligation unless a period of validity is specified. If no period is specified, offers are valid for 30 days after issuance.

If the Customer issues an order without a prior offer, SPOTONVISION B.V. is only bound after written confirmation.

A quotation covering multiple Services does not oblige SPOTONVISION B.V. to provide a portion thereof for a proportional price unless explicitly stated.

Extensions, new assignments or additional work are only carried out on the basis of a separate assignment agreed in writing.

Adjustments to the Agreement do not change the agreed contract value unless explicitly confirmed in writing by SPOTONVISION B.V.

Article 4. The Service

SPOTONVISION B.V. performs the Services on a best-efforts basis unless a specific result has been explicitly agreed in writing.

SPOTONVISION B.V. may engage third parties for the performance of the Services.

If the Services are intended to be carried out by a specific person, SPOTONVISION B.V. may replace that person with another suitably qualified person. Articles 7:404, 7:407 and 7:409 of the Dutch Civil Code do not apply.

SPOTONVISION B.V. is not obliged to follow instructions from the Customer that change the content or scope of the Services. If such instructions are followed, additional fees may apply based on SPOTONVISION B.V.’s applicable rates.

Deadlines are indicative unless explicitly agreed in writing as strict deadlines.

SPOTONVISION B.V. may perform the Services in phases. SPOTONVISION B.V. may invoice each phase separately.

Reserved capacity and expiry of unused hours or budget:
For fixed-term or quarterly assignments, SPOTONVISION B.V. reserves specific capacity for the Customer. Any unused hours, budget, or capacity for such periods automatically expire at the end of the agreed period and do not roll over to subsequent periods.
If the Customer experiences internal delays that prevent planned work from being carried out, SPOTONVISION B.V. will allow a maximum grace period of four (4) weeks. After this grace period, all unused hours, budget or capacity expire definitively, regardless of the reason for the delay.
The Customer is not entitled to refunds, credits, or future offsets for expired hours or budget.

Article 5. Obligations of the Customer

The Customer must provide all necessary cooperation, information, documentation and timely billing details (including PO numbers) upon entering into the Agreement and no later than 30 days thereafter. SPOTONVISION B.V. may suspend Services if the Customer does not comply.

If the Customer cancels or reschedules Services that were already scheduled for a specific date or period, SPOTONVISION B.V. may charge the following cancellation fees, calculated as a percentage of the fees for the scheduled Services:

More than 2 weeks before the scheduled start: 0 percent

Between 2 and 1 week before the scheduled start: 50 percent

Less than 1 week before the scheduled start: 100 percent

This clause applies only to the cancellation or rescheduling of specific planned Services, not to the termination of the Agreement as a whole.
This clause does not apply to interim services. Early termination of interim services is governed exclusively by Article 18.12.

Article 6. Delivery times

Delivery or performance periods stated by SPOTONVISION B.V. are indicative unless explicitly agreed as strict deadlines.

If delays occur due to the Customer, such as missing information, late decisions or late payments, the Parties will agree a new performance timeline.

If a performance deadline is exceeded, the Customer must notify SPOTONVISION B.V. in writing and allow a reasonable remedy period.

Article 7. Use of third parties

SPOTONVISION B.V. may engage third parties if necessary or useful for the performance of the Agreement. SPOTONVISION B.V. remains responsible for the coordination of such third parties unless otherwise agreed.

If the Customer specifically requests the involvement of a third party, the Customer is responsible for any resulting costs unless otherwise agreed in writing.

If a third party engaged by SPOTONVISION B.V. applies its own terms and conditions, SPOTONVISION B.V. may invoke those terms toward the Customer. Such terms will be shared with the Customer in advance wherever possible.

If SPOTONVISION B.V. engages a third party in its own name, the costs for goods or services provided by that third party will be passed on to the Customer, possibly including a service surcharge if agreed.

Article 8. Termination of the Agreement

The duration of the Agreement is specified in the Agreement itself.

SPOTONVISION B.V. may terminate the Agreement in writing at any time with two months’ notice. The Customer is not entitled to any form of compensation due to such termination.

Either Party may terminate the Agreement with immediate effect if the other Party is declared bankrupt, is granted suspension of payment or is dissolved or liquidated.

If the Agreement is terminated and Services have already been performed, those Services remain payable unless the Customer proves that SPOTONVISION B.V. is in breach regarding those specific Services.

If the Customer does not cancel the Agreement or scheduled Services in time, the following fees apply, calculated as a percentage of the total contract value related to the Services being cancelled:

More than 4 weeks before start: 0 percent

Between 4 and 2 weeks before start: 50 percent

Less than 2 weeks before start: 100 percent

If the Customer cancels late and third parties engaged for the Services (such as freelancers, trainers, suppliers, venues, MAP providers) charge cancellation fees or costs, the Customer must fully reimburse SPOTONVISION B.V. for such costs.
This means the Customer protects SPOTONVISION B.V. from financial loss caused by the Customer’s late cancellation.

Article 9. Reimbursement, invoicing and payment

All amounts are in euros and exclusive of VAT unless stated otherwise.

Invoices must be paid within 30 days of the invoice date. This is a strict deadline.

In case of late payment, statutory commercial interest and reasonable collection costs apply automatically.

Disputing part of an invoice does not suspend payment of the undisputed part.

SPOTONVISION B.V. may suspend Services in case of late payment and may require advance payment or security for future Services.

Travel time, travel costs, accommodation expenses, subsistence costs and general project expenses are not included in the project price unless explicitly agreed otherwise.

Unless otherwise agreed in writing:

For projects shorter than three months: 50 percent invoiced at or before kick-off and 50 percent in the final project month

For projects longer than three months: monthly invoicing at the end of each month

For workshops, training or short engagements: full invoice before kick-off

SPOTONVISION B.V. may adjust its rates, providing the Customer with two months’ notice. The Customer may terminate the Agreement with one month’s notice unless the change concerns annual indexation.

SPOTONVISION B.V. may apply annual indexation based on the CBS Consumer Price Index without giving the Customer a right to terminate.

Article 10. Intellectual property rights

All intellectual property rights to materials the Customer provides to SPOTONVISION B.V. remain with the Customer. The Customer grants SPOTONVISION B.V. a non-exclusive, worldwide, sublicensable licence to use such materials for the performance of the Agreement.

All intellectual property rights owned by SPOTONVISION B.V. before entering into the Agreement remain with SPOTONVISION B.V.

Intellectual property rights arising from the performance of the Services belong to SPOTONVISION B.V. The Customer will cooperate in the transfer of such rights if required.

After full payment of all amounts due, the Customer receives a limited, non-exclusive, non-transferable licence to use the deliverables created by SPOTONVISION B.V. for its internal business purposes.

Article 11. Confidentiality and non-solicitation

Both Parties must keep confidential all information received from the other Party, regardless of the form in which it is provided. Each Party must take reasonable measures to ensure its employees and engaged third parties also comply with this obligation.

The confidentiality obligation does not apply to information that:
a) is publicly available without breach of this Agreement
b) the receiving Party already lawfully possessed before receiving it
c) is provided to the receiving Party by a third party who was permitted to disclose it
d) must be disclosed by law, court order or governmental authority

The confidentiality obligations remain in force during the Agreement and for three years after it ends.

The Customer may not employ, contract or otherwise engage any employee of SPOTONVISION B.V. who has been involved in the performance of the Agreement during the Agreement and for one year after its termination, without prior written consent from SPOTONVISION B.V.
SPOTONVISION B.V. may attach reasonable conditions to such consent, including compensation.

If the Customer violates this non-solicitation clause, the Customer owes SPOTONVISION B.V. a penalty of €25,000 per violation and €1,000 for each day the violation continues. SPOTONVISION B.V. may also claim full damages in addition to the penalty.

Article 12. Liability

SPOTONVISION B.V. is only liable for direct damages resulting from an attributable failure to perform the Agreement.

Direct damages mean:
a) material damage to goods
b) reasonable and demonstrable costs incurred to prevent or limit direct damage
c) reasonable costs incurred to determine the cause and extent of direct damage
d) reasonable costs incurred to enable SPOTONVISION B.V. to comply with the Agreement

SPOTONVISION B.V. is not liable for indirect or consequential damages, including but not limited to loss of profit, loss of turnover, loss of savings, missed opportunities, reputational damage, or data loss.

SPOTONVISION B.V. is not liable for damage arising from the use or misuse of access credentials or certificates, unless such misuse is the direct result of deliberate misconduct or gross negligence by SPOTONVISION B.V.

If SPOTONVISION B.V. is liable, its liability is limited to the amount paid out under its liability insurance. If the insurance does not provide coverage, liability is limited to the total fees paid by the Customer to SPOTONVISION B.V. in the calendar year in which the damage occurred.

Any claim for damages expires one year after the Customer becomes aware, or reasonably should have become aware, of the damage.

Article 13. Personal data, processing and security

If requested, the Customer must provide SPOTONVISION B.V. with information about the Customer’s own obligations regarding the processing of personal data under applicable privacy laws.

The Customer indemnifies SPOTONVISION B.V. against claims by third parties relating to personal data processed under the Customer’s responsibility, unless such claims result from deliberate misconduct or gross negligence by SPOTONVISION B.V.

The Customer is solely responsible for ensuring that the data it provides to SPOTONVISION B.V. is lawful and does not infringe the rights of third parties.

SPOTONVISION B.V. maintains information security practices aligned with the principles of ISO 27001. SPOTONVISION B.V. is no longer formally certified but continues to follow the methodologies and controls consistent with ISO 27001 standards.

If SPOTONVISION B.V. processes personal data on behalf of the Customer within the meaning of the GDPR, the Parties will enter into a separate Data Processing Agreement (DPA) to ensure legal compliance and appropriate safeguards.

SPOTONVISION B.V. may provide the Customer with access credentials or identification codes. The Customer must handle these codes confidentially. SPOTONVISION B.V. is not liable for damage caused by misuse of access or identification codes unless caused directly by SPOTONVISION B.V.

Article 14. Force majeure

SPOTONVISION B.V. is not obliged to perform the Agreement if performance is prevented due to force majeure.

Force majeure includes, but is not limited to:
strike, fire, illness, epidemics, pandemics, machine or system failures, cyberattacks, outages of suppliers, transport or logistics disruptions, government measures, delays by subcontractors, unexpected import duties or taxes, and any other circumstances reasonably outside SPOTONVISION B.V.’s control.

In case of force majeure, SPOTONVISION B.V. may suspend performance or terminate the Agreement without being liable for damages.

Article 15. Miscellaneous

The Customer may not transfer rights or obligations under the Agreement to a third party without written permission from SPOTONVISION B.V.

If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in effect. The Parties will replace the invalid provision with a valid one that reflects the original intention as closely as possible.

Dutch law applies to the Agreement.

All disputes will be submitted to the competent court in the district where SPOTONVISION B.V. has its registered office.

Article 16. Advice and consultancy

The duration of consultancy or advisory assignments depends on factors such as the quality of information provided by the Customer and required cooperation.

SPOTONVISION B.V. performs such Services during normal working hours unless otherwise agreed.

The Customer uses SPOTONVISION B.V.’s advice at its own risk. The Customer bears the burden of proof if it claims that the Services did not meet the agreed standard.

Without written permission, the Customer may not share SPOTONVISION B.V.’s advice, reports, methods or materials with third parties.

SPOTONVISION B.V. will periodically inform the Customer about progress, based on agreed reporting formats.

If no payment schedule is agreed, consultancy fees are invoiced monthly in arrears.

Article 17. SaaS and software services

SaaS applications provided through SPOTONVISION B.V. are made available remotely without supplying software on physical media.

SPOTONVISION B.V. mediates between the Customer and the MAP provider. The Customer is responsible for ensuring it has the necessary infrastructure to use the SaaS application.

SPOTONVISION B.V. is not responsible for the functioning, uptime, quality or errors of the SaaS application itself.

SaaS subscriptions have a minimum contract duration of 12 months unless agreed otherwise.

The Customer is responsible for its own configuration, management and user access.

The licence conditions of the MAP provider apply “back-to-back” to the Customer.

The Customer must comply with the MAP provider’s licence terms and may extend licences during the subscription, but may not reduce the number of licences mid-term.

Subscription fees may be indexed in line with MAP provider policies.

Cancelling a SaaS subscription must be done in writing at least two months before the end of the subscription term.

SPOTONVISION B.V. does not claim ownership of Customer data uploaded into the SaaS application. The Customer grants SPOTONVISION B.V. a licence to use such data only where necessary to provide Services.

Article 18. Interim services

Article 18. applies to interim or embedded personnel engagements and overrides the general cancellation rules in Article 5.2 where conflicting.

If an employee is made available to the Customer, the employee works under the Customer’s day-to-day supervision, instructions and operational control.

The employee may only perform agreed tasks unless SPOTONVISION B.V. provides written consent.

The Customer may not make the employee available to third parties without consent.

Interim services agreements can be for a fixed or indefinite term.

For agreements of indefinite duration, the notice period is one calendar month unless otherwise agreed in writing.

SPOTONVISION B.V. will make reasonable efforts to provide continuity but cannot guarantee uninterrupted availability of any specific employee. Delays caused by illness, resignation or other personnel changes are not grounds for termination or damages.

The Customer may request replacement of an employee, but SPOTONVISION B.V. does not guarantee availability of replacements.

The Customer must ensure working hours, working conditions and workplace arrangements comply with applicable laws and regulations.

The Customer guarantees a safe working environment and complies with all applicable working conditions legislation (Arbowet). The Customer is responsible for any damage arising from unsafe conditions at its location and indemnifies SPOTONVISION B.V. against such claims.

The Customer may not instruct the posted employee to perform activities that are unlawful, unsafe or outside the agreed scope of work.

The posted employee remains employed by or contracted through SPOTONVISION B.V. at all times. Nothing in the Agreement creates an employment relationship between the employee and the Customer.

If the Customer terminates an interim engagement before the end of the agreed term, the Customer remains liable for the full fees for the remaining period of the interim engagement, unless SPOTONVISION B.V. agrees in writing to accept a reduced early-termination fee. SPOTONVISION B.V. is not obliged to mitigate these fees by reallocating the interim professional or replacing the engagement.

Article 19. Events

Registration for events (training, workshops, seminars) must be in writing and is binding after confirmation by SPOTONVISION B.V.

The Customer is responsible for assessing suitability of the event for participants.

SPOTONVISION B.V. may reschedule or merge events or change locations where necessary.

Cancellation of participation by the Customer is subject to SPOTONVISION B.V.’s standard cancellation rules. Non-attendance does not remove payment obligations.