Terms and conditions
These general terms and conditions apply to all offers, quotations and services of Inspire Innovation and form an integral part of any agreement with and legal relationship of Inspire Innovation.
Inspire Innovation B.V.
Stationsplein 90
3511 ED Utrecht
KvK: 30263382
Article1. Definitions
- Capitalised terms used in these general terms and conditions have the following meanings.
- Product Ops Assistant: an employee or an independent contractor of Sharpa, or an seconded employee (outsourcing). The services will be carried out remotely by an (seconded) employee of Sharpa or by an independent contractor.
- Intellectual Property Rights: all intellectual property and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights and rights to 'know-how'.
- Sharpa: the company Inspire Innovation B.V. (with trade name Sharpa) based in Utrecht, The Netherlands, and registered in the Trade Register of the Chamber of Commerce under number 30263382.
- Quotation: Sharpa’s proposal to the Client, which includes, among other things, the quotation and services offered by Sharpa (subscription).
- Client: the natural person or legal entity, whether or not acting in the exercise of a profession or business, with whom Sharpa has entered into an Agreement or a legal relationship.
- Agreement: the contract for services entered into between the Client and Sharpa on the basis of which Sharpa will provide services to the Client (subscription).
- Independent Contractor: The independent contractor made available by Sharpa to the Client to perform the services.
Article 2. Applicability
2.1 These general terms and conditions shall apply to any offer or Quotation made by Sharpa and shall also apply and form an integral part of any Agreement and legal relationship.
2.2 Provisions or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are only binding for Sharpa if and insofar as they have been accepted by Sharpa in writing.
2.3 Any general terms and conditions used by the Client are expressly rejected by Sharpa.
Article 3. Formation and content of the Agreement
3.1 An Agreement is established by express written (including digital) acceptance of the offer or Quotation by the Client.
3.2 If the Client does not explicitly indicate its agreement with the Quotation or the offer, but nevertheless agrees, or gives that impression, that Sharpa performs work that falls within the description of the services offered, the Quotation is considered accepted. This also applies if the Client requests Sharpa to perform certain activities without waiting for a Quotation or if the requested assignment has actually started.
3.3 Any proposal made by Sharpa is non-binding and valid for 30 days from the date the proposal is made unless otherwise stated in the Quotation.
3.4 The activity within the Agreement to be concluded will be carried out under the trade name Sharpa. The website containing more information is: www.GetSharpa.com.
3.5 The main content of the Agreement is to offer customers (Client) remote access to wide range of admin, operations and product management specialists to focus on high-value initiatives that drives results. The Client is generally assigned one Product Ops Assistant.
3.6 The Agreement is a subscription with recurring monthly costs.
3.7 Sharpa is permitted to engage third parties to execute the Agreement. In that context, Sharpa is permitted to share all necessary information with those third parties.
Article 4. Performance of the Agreement and Provision
4.1 Once an Agreement with Sharpa has been entered into, Sharpa will fulfil it to the best of its ability and with care and professionalism. This also implies that if so, any Independent Contractor provided by Sharpa will perform the assignment as a good contractor and a(n) (seconded) employee will perform as a good employee.
4.2 Deadlines specified by Sharpa always have an indicative nature and in no case should be considered as strict deadlines.
4.3 If the parties reach an Agreement, Sharpa shall make the Product Ops Assistant named in the Agreement available to the Client to perform the agreed work.
4.4 If applicable, Sharpa concludes a contract for services (a model agreement) with the Independent Contractor to be made available. In this situation, Sharpa acts as an intermediary ('intermediation').
4.5 The Product Ops Assistant provided is not under the Client's management and supervision, unless the parties agree otherwise.
4.6 If applicable with regard to the hiring of an Independent Contractor, the Client should not act or refrain from acting in a way that could constitute an employment contract or fictitious employment and that could endanger the Independent Contractors independence. The Client shall indemnify Sharpa for any damage resulting from this.
4.7 Sharpa shall ensure that the necessary information and data from the Product Ops Assistant are provided to the Client in a timely manner to allow the assignment to be started in a timely manner.
4.8 4 If applicable, the Independent Contractor classifies and performs the assignment independently as they see fit. However, if necessary, coordination between all parties takes place in order for the assignment to run optimally.
4.9 By using the services of Sharpa or the rights developed by or on behalf of Sharpa, the Client is prohibited from violating Dutch or other applicable laws and regulations or to infringe the rights of others.
4.10 If Sharpa observes that the Client breaches the above or receives a complaint about it, it will be able to warn the Client. Should this not result in an acceptable solution, Sharpa will be allowed to intervene itself to end the breach.
Article 5. Prices
5.1 The Client shall pay Sharpa a fee for its services as stated in the Quotation or offer. The fee will in any case consist of recurring monthly costs.
5.2 Sharpa offers subscriptions, based on the desired availability of the assistant as mentioned in the Quotation or offer. Unless an amount expressly states otherwise, the prices quoted by Sharpa are exclusive of VAT.
5.3 The hours incurred by the Product Ops Assistant shall be recorded by the Product Ops Assistant. The Client receives a monthly summary of the hours worked. The hours recorded by the Product Ops Assistant are established (i) after validation thereof by the Client or (ii) after the seven-day period has elapsed without the Client having validated the recorded hours and also not refuted them. If the Client uses fewer hours, this does not entitle them to a reduced invoice or a refund of costs.
5.4 All prices in offers, price list(s) and/or other means of communication of Sharpa are subject to programming and typing errors. The Client cannot derive any rights from such errors.
5.5 If a price is based on information provided by the Client and this information turns out to be incorrect, Sharpa has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
5.6 Sharpa is entitled to adjust its applied and/or agreed prices each time the Agreement is renewed and/or once per calendar year on the basis of inflation, an increase in costs or changed market conditions.
5.7 If a supplier or Independent Contractor of Sharpa raises prices in the interim, Sharpa is entitled to pass this increase on to the Client.
Article 6. Payment
6.1 Sharpa has the right to invoice the amount associated with the services in advance, and the Client will pay this amount in advance. Sharpa is permitted to arrange for the invoices to be factored with a factoring party and/or via credit card charges.
6.2 Sharpa may send electronic invoices to the e-mail address of the Client known to Sharpa. The Client agrees to this method of invoicing.
6.3 The payment term of an invoice is fourteen (14) days from the invoice date, unless otherwise agreed in writing.
6.4 If the Client has not paid in full after the payment term, Sharpa shall still give the Client the opportunity to pay the invoice amount. If the Client has also failed to pay or has not paid in full after a period of 7 days, it will legally (automatically) be in default without notice of default being required.
6.5 In the event of late payment, in addition to the amount owed and the statutory commercial interest accruing thereon, the Client shall be liable for compensation of the extrajudicial costs including collection costs and the reasonable costs of legal assistance.
6.6 In case the Client fails to comply with any obligation under the Agreement, Sharpa is entitled, without any notice of default, to suspend its services without prejudice to Sharpa’s right to compensation for damages.
6.7 In case the Client is in default, Sharpa is entitled to limit or suspend its services.
6.8 The Client is not entitled to set-off, discharge, suspension and assignment of claims.
6.9 Every month Sharpa will be monitoring and reporting the actual number of hours that were available to the Client. After every six months or when the contract is terminated, when the actual availability was lower than the contracted availability, the time not available is deducted pro rata form the (next) invoice or paid back to the Client. However, if the Product Ops Assistant was available but the Client made less use of their services than the agreed number of hours, no refund will be issued.
Article 7. Intellectual Property Rights
7.1 All Intellectual Property Rights in relation to the services provided by Sharpa in the broadest sense of the word shall at all times remain vested in Sharpa and/or its licensors, unless otherwise agreed in writing (playbooks, templates, etc.). All intellectual property rights resulting from the work performed by the Product Ops Assistant, shall rest with the Client.
7.2 The Client shall indemnify Sharpa against third party claims that are (partly) based on the assertion that any information provided by the Client to Sharpa infringes third party rights.
7.3 Sharpa is permitted to use the (company) name, logo and a general description of the Client's organization for its own promotion and/or publicity.
7.4 If the Parties have agreed that intellectual property rights shall be transferred to the Client, such transfer shall take place when all related invoices have been paid in full by the Client.
Article 8 Liability
8.1 Sharpa’s liability for damage resulting from an (attributable) failure to comply with the Agreement or on any other legal basis is limited to compensation for direct damage. Direct damage is exclusively understood as damage consisting of:
- any reasonable costs incurred to make Sharpa’s defective performance comply with the Agreement;
- damage directly caused to tangible property ("property damage");
- reasonable and demonstrable costs incurred by the Client to prompt Sharpa to (again) properly fulfil the Agreement;
- reasonable costs to determine the cause and extent of the damage insofar as relating to direct damage as referred to here;
- reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage as referred to in this article.
8.2 Under no circumstances shall Sharpa be liable for any damages other than those mentioned in the preceding paragraph, such as indirect or consequential damages.
8.3 The maximum amount that will be paid in case of liability under paragraph 1 of this article is limited per event or a series of related events to what Sharpa’s insurer will pay in any case. If the insurer does not pay or if the insurance does not provide cover, the liability of Sharpa shall be limited to the amount equal to the fees paid by the Client to Sharpa (excluding VAT) in the three months preceding the month in which the damage-causing event occurred. In no case, however, will the total compensation for any damage exceed EUR 25,000 on an annual basis.
8.4 Any exclusion or limitation of liability shall lapse if and insofar as the damage is the result of intent or deliberate recklessness of Sharpa’s management.
8.5 Liability of Sharpa for an (attributable) failure in the performance of the Agreement or any other legal basis shall only arise if the Client gives Sharpa immediate and proper written notice of default after discovering the failure, setting a reasonable deadline to remedy the failure, and Sharpa continues to fail imputably in the fulfilment of its obligations even after that deadline. The notice of default must contain as detailed a description as possible of the default, so that Sharpa is able to respond adequately.
Article 9. Force Majeure
9.1 Neither party can be held to fulfil any obligation if a circumstance beyond the control of the parties, which could not or should not already have been foreseen at the conclusion of the Agreement, nullifies any reasonable possibility of performance (force majeure).
9.2 Force majeure shall include: internet failures or other failures of public or private infrastructure; failures due to computer crime, for example (D)DoS attacks; shortcomings of Sharpa’s suppliers; defectiveness of items, equipment, software or other source material of which the Client has prescribed the use; non-availability of staff members/seconded employees (due to illness or otherwise); government measures such as in the event of a pandemic; transport problems; strikes; wars; terrorist attacks, internal riots and natural disasters.
9.3 If a situation of force majeure lasts longer than thirty days, each of the Parties has the right to terminate the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionally, without the Parties owing each other anything else.
Article 10. Confidentiality
10.1 If information is marked as confidential or if the receiving party knows or should fairly suspect that the information was intended to be confidential, the parties will keep it that way before, during, and after the performance of the Agreement. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.
10.2 The confidentiality obligation shall continue even after termination of the Agreement for whatever reason, for as long as the providing party can reasonably claim the confidentiality of the information.
10.3 Sharpa will also require this confidentiality from the third parties it engages in connection with the Agreement.
Article 11. Amendments to the Agreement
11.1 Sharpa reserves the right to unilaterally amend or supplement its services and these general terms and conditions. Amendments shall also apply with regard to Agreements already concluded, subject to a period of thirty days after notification of the amendment.
11.2 Amendments will be disclosed on the Sharpa website and/or by e-mail to the Client. Non-substantive amendments of minor importance may be made at any time and do not require notification.
11.3 If the Client does not wish to accept an amendment, the Client must inform Sharpa of this in writing within fourteen days of after it is notified. If Sharpa does not subsequently withdraw the amendment, the Client may terminate the Agreement as of the date on which the new conditions enter into force.
Article 12 Prohibition of Direct Employment, Fine/Compensation
12.1 The Client is not permitted to hire the Product Ops Assistant provided by or on behalf of Sharpa, or to have them work for them in any other way, directly or indirectly, without the prior written consent of Sharpa. An exception is made in the case where the Client has already used the ‘Dedicated’ subscription for at least 15 months, for a fee payable to Sharpa equal to two months of that subscription rate. Of course, this is only possible is the Product Ops Assistant also agrees.
12.2 In case of breach of this article, the Client shall owe Sharpa a fine or compensation of € 25,000. This fine or compensation is immediately payable as a result of the mere fact of the violation, but Sharpa retains the right to claim full compensation should the damage exceed the fine or compensation.
Article 13. Duration and Termination
13.1 An Agreement is entered into for the term as stated in the Quotation. If no term is specified, the Agreement is entered into for an indefinite period. Parties may terminate the Agreement for an indefinite period with a notice period of one month. Termination must always be done in writing.
13.2 If the Agreement is entered into for a definite period, then the Agreement can not be terminated prematurely.
13.3 Unless otherwise agreed in writing, no automatic renewal of the Agreement or Further Agreement shall take place.
13.4 Sharpa may immediately suspend or terminate Agreement the in writing if at least one of the following grounds applies:
a. The Client is in default with regard to a material obligation;
b. The Client's bankruptcy has been granted;
c. The Client has filed for suspension of payments;
d. The Client's operations are terminated.
13.5 If Sharpa suspends fulfilment of its obligations, it retains its claims under the law and the Agreement, including the claim to payment for the services that have been suspended.
13.6 If the Agreement is terminated, Sharpa’s claims against the Client shall be immediately due and payable. In case of termination of the Agreement, amounts already invoiced for services rendered will remain due, without any obligation to undo.
Article 14. Privacy
14.1 Sharpa and Client shall treat any personal data processed under an agreement as confidential and shall at all times process such data in accordance with the provisions of the General Data Protection Regulation (GDPR) and any other relevant (privacy) legislation.
Article15. Other Provisions
15.1 The Agreement is governed by Dutch law.
15.2 Unless otherwise required by the rules of mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court for the district where Sharpa is located.
15.3 If any provision of the Agreement is found to be invalid, this shall not affect the validity of the entire Agreement. In that case, the parties will establish (a) new provision(s) for replacement, which, as much as legally possible, gives effect to the intention of the original provision.
15.4 Sharpa is entitled to transfer its rights and obligations under the Agreement to a third party that takes over the service or relevant business activity from it.
