GENERAL TERMS & CONDITIONS

Sparks Visual

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1. Definitions

1. Sparks Visual: Sparks Visual, established in Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under no. 75892499.

2. Client: any person or organisation entering into an agreement with Sparks Visual.

3. Agreement: any agreement between Sparks Visual and the Client concerning the provision of services.

4. Services: all services provided by Sparks Visual, including consultancy, facilitation, workshops, training, strategic and creative services.

 

2. Applicability

1. These General Terms & Conditions apply to all proposals, quotations, assignments, agreements and Services provided by Sparks Visual.

2. Deviations apply only when agreed in writing.

3. In case of conflict, the specific terms of an accepted proposal or Agreement prevail over these General Terms & Conditions.

4. The Client's general terms and conditions do not apply unless expressly accepted by Sparks Visual in writing.

 

3. Proposals and acceptance

1. Proposals and quotations are valid for the period stated in the proposal or, if no period is stated, for 14 calendar days.

2. An Agreement is concluded when the Client accepts a proposal or quotation in writing or electronically, or when Sparks Visual begins the Services at the Client's request.

3. Changes to the agreed scope, timing or deliverables may affect the price and planning and will be agreed between the parties where reasonably possible before additional work is performed.

 

4. Fees and expenses

1. All fees are stated in euros and exclude VAT unless expressly stated otherwise.

2. Travel, accommodation, materials, venue costs and other external expenses are charged separately unless expressly included in the agreed fee.

3. Sparks Visual may require an advance payment of up to 50% of the agreed fee.

4. Additional work requested by the Client or resulting from material changes to the agreed scope may be charged separately.

 

5. Payment

1. Invoices must be paid within the payment period stated on the invoice or proposal.

2. If no payment period is stated, payment is due within 14 calendar days of the invoice date.

3. If payment is overdue, Sparks Visual may suspend further performance until outstanding amounts have been paid.

4. Statutory interest and reasonable collection costs may be charged on overdue amounts in accordance with applicable law.

 

6. Cancellation and rescheduling

1. The Client may cancel or request to reschedule an agreed workshop, facilitation session or other scheduled Service in writing.

2. Unless otherwise agreed, the following cancellation fees apply:

   • more than 30 calendar days before the agreed delivery date: no cancellation fee;

   • 15–30 calendar days before the agreed delivery date: 50% of the agreed fee;

   • 7–14 calendar days before the agreed delivery date: 75% of the agreed fee;

   • less than 7 calendar days before the agreed delivery date: 100% of the agreed fee.

3. Costs already incurred or irrevocably committed specifically for the assignment remain payable by the Client.

4. Sparks Visual will reasonably seek to accommodate requests to reschedule. If an alternative date is agreed, Sparks Visual may waive or reduce the applicable cancellation fee. Any non-recoverable or additional costs remain payable by the Client.

5. If Sparks Visual is unable to perform a scheduled Service, it will inform the Client as soon as reasonably possible and seek to agree on an alternative date.

 

7. Performance of Services

1. Sparks Visual will perform the Services with reasonable care, skill and professional judgement.

2. Unless expressly agreed otherwise, the Services constitute a best-efforts obligation and do not guarantee a specific result or outcome.

3. Sparks Visual may engage third parties where reasonably necessary for the performance of the Services.

4. Agreed timelines are indicative unless expressly stated to be binding.

 

8. Client responsibilities

1. The Client will provide the information, materials, access, decisions and cooperation reasonably required to perform the Services.

2. The Client is responsible for the accuracy and completeness of information supplied and for having the necessary rights and permissions to provide such information and materials.

3. For workshops and facilitated activities, the Client is responsible for ensuring the availability of the agreed participants, location, facilities and other agreed requirements.

4. Delays or additional work resulting from circumstances within the Client's control may result in additional costs or changes to the planning.

 

9. Intellectual property

1. Sparks Visual retains all intellectual property rights in its pre-existing and independently developed methodologies, frameworks, models, concepts, processes, workshop formats, exercises, templates, materials, visualisations, tools and know-how.

2. These rights remain with Sparks Visual where such intellectual property is used or incorporated in an assignment or deliverable.

3. Upon full payment, the Client may use client-specific deliverables for its own internal purposes, unless otherwise agreed in writing.

4. The Client may not reproduce, commercialise, license, distribute, teach, adapt or make Sparks Visual's proprietary methodologies, frameworks, materials or tools available to third parties without prior written permission.

5. Payment for an assignment does not constitute a transfer of Sparks Visual's underlying intellectual property.

6. Sparks Visual remains free to use its general knowledge, skills, experience, methodologies and know-how in other assignments, provided that the Client's Confidential Information is not disclosed.

 

10. Confidentiality

1. Both parties will keep confidential any information received from the other party that is identified as confidential or should reasonably be understood to be confidential.

2. Confidential Information will only be used for purposes related to the Agreement and will not be disclosed to third parties except where reasonably necessary for its performance or required by law.

3. This obligation does not apply to information that is already lawfully known, independently developed or publicly available without breach of this Agreement.

4. The confidentiality obligations continue after completion or termination of the Agreement.

 

11. Complaints

1. The Client will notify Sparks Visual of any material concern regarding the Services as soon as reasonably possible after discovering it.

2. The Client will provide sufficient information to allow Sparks Visual a reasonable opportunity to investigate and, where appropriate, remedy the matter.

3. A complaint does not suspend the Client's payment obligations unless otherwise required by law.

 

12. Liability

1. Sparks Visual is liable only for direct loss attributable to a failure in the proper performance of the Agreement for which Sparks Visual is legally responsible.

2. To the extent permitted by law, Sparks Visual is not liable for indirect or consequential loss, including loss of profit, revenue, savings, business opportunities or data.

3. Any liability of Sparks Visual is limited to the amount paid under the Agreement giving rise to the claim or, where applicable, the amount covered and paid by its professional or business liability insurance.

4. Sparks Visual is not liable for consequences arising from inaccurate or incomplete information provided by the Client or from decisions made by the Client or third parties based on the Services.

5. Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

 

13. Force majeure

1. Neither party is liable for failure or delay in performing its obligations where this results from circumstances beyond its reasonable control.

2. Such circumstances may include natural disasters, serious illness, government measures, strikes, disruption of transport or essential services, or significant failures of suppliers or technology providers.

3. The affected party will inform the other party as soon as reasonably possible.

4. The parties will seek a reasonable alternative or rescheduling where practicable.

5. If the situation continues for more than 30 calendar days and performance can no longer reasonably be expected, either party may terminate the affected part of the Agreement in writing.

 

14. Duration and termination

1. The Agreement applies for the duration specified in the accepted proposal or Agreement.

2. If no duration is specified, it continues until the agreed Services have been completed.

3. Either party may terminate the Agreement where the other party materially fails to fulfil its obligations and, where the failure can be remedied, fails to remedy it within a reasonable period after written notice.

4. Fees for Services already performed and costs already incurred remain payable upon termination.

 

15. Changes

1. Changes to an Agreement will be agreed between the parties in writing.

2. Sparks Visual may update these General Terms & Conditions from time to time. The version provided or otherwise made applicable when an Agreement is concluded applies to that Agreement unless the parties agree otherwise.

 

16. Severability

If any provision of these General Terms & Conditions is found to be invalid or unenforceable, the remaining provisions remain in effect. The invalid provision will, where possible, be replaced by a valid provision that most closely reflects its intended purpose.

 

17. Applicable law and disputes

1. All Agreements with Sparks Visual are governed by Dutch law.

2. The parties will first seek to resolve any dispute in good faith.

3. If a dispute cannot be resolved amicably, it will be submitted to the competent court in the Netherlands, subject to any mandatory rules on jurisdiction.

 

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Sparks Visual
Amsterdam, the Netherlands
Chamber of Commerce: 75892499

Version: August 2026

 

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