General Terms and Conditions of SP Lite

These are the general terms and conditions of SP Platform B.V. (Chamber of Commerce number 86013394), trading under the name of SP Lite. Version: December 2023

Article 1 - Terms and definitions

In these General Terms and Conditions, the following terms are defined as stated below, unless explicitly stated otherwise.

• SP Platform B.V. (Chamber of Commerce number 86013394), hereinafter referred to as ‘SP Lite’: the party to these General Terms and Conditions, with correspondence address: Klein Berkelaar 5, 6101 XT ECHT;


• Client and/or customer (dropshipper): the party that uses the SP Lite platform/services for business or professional purposes to place their orders with suppliers through the platform;


• Supplier: the party that uses the platform/services of SP Lite for business or professional purposes, but to sell and deliver products to the client/customer (dropshipper) through the platform;


• Agreement: the Collaboration Agreement to be concluded between SP Lite and the Client in which the parties determine, among other things, the nature of their collaboration or the User Agreement to be concluded between SP Lite on the one hand and the customers (dropshippers) and/or suppliers on the other; in the event of no agreement, these general terms and conditions apply instead;


• in which the customers (dropshippers) and suppliers use the App.


• Work: the activities under the Collaboration Agreement to be concluded between SP Lite and the Client; in the event of no Collaboration Agreement, these general terms and conditions apply instead;


• The Service: the service provided through the App to the Users of the App under the User Agreement.


• The App: the application ‘app.sp-lite.com’, which is part of the SP Lite platform, on which dropshippers and suppliers can communicate directly with each other via a chat function;


• User(s) of the App: one or more clients/customers (dropshippers) and/or one or more suppliers who use the App;

General provisions

Article 2 - General provisions of SP Lite

1. These terms and conditions apply to every offer and agreement between SP Lite on the one hand and a Client and/or Users of the App on the other, insofar as the parties have not expressly deviated from these General Terms and Conditions in writing. Concluding an agreement with SP Lite and/or using the App implies that the Client and/or the User of the App unconditionally accepts the applicability of the terms and conditions.


2. If an agreement is concluded between SP Lite on the one hand and the Client and/or User of the App on the other, these General Terms and Conditions apply. These General Terms and Conditions can be found on the website and via the following link:
   https://www.servicepoints.nl/legaal/algemene-voorwaarden


3. A copy of these General Terms and Conditions will be sent on request of the Client and/or Users of the App, free of charge. The latest version of these General Terms and Conditions is available on the website:
   https://www.servicepoints.nl/legaal/algemene-voorwaarden


4. SP Lite has the right to make changes to these General Terms and Conditions. The Client and/or User agree that the latest version of the General Terms and Conditions always applies.


5. SP Lite is authorised to change these General Terms and Conditions without written permission from the parties (the Client and/or the User of the App).


6. These General Terms and Conditions also apply to all agreements with SP Lite, for the implementation of which SP Lite needs to engage third parties.


7. If one or more provisions of these General Terms and Conditions are fully or partially declared void or invalid, the remaining provisions of these general conditions continue to apply in full. In that case, SP Lite on the one hand and the Clients and/or the User of the App on the other will enter into consultation in order to reach agreement on new provisions to replace the invalid or void provisions, with due regard to the purpose and purport of the original provisions as much as possible.


8. SP Lite at any time not requiring strict compliance with these terms and conditions does not mean that the provisions do not apply or that SP Lite in any way relinquishes the right to require strict compliance with the provisions of these terms and conditions in other cases.


9. Any deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing and only apply with regard to the specific agreement to which the deviations relate.


10. The applicability of any purchasing or other (general) terms and conditions of the Client and/or the User of the App is expressly rejected.


11. In the event of a lack of clarity concerning the interpretation of one or more provisions of these General Terms and Conditions, they must be interpreted in keeping with the spirit of these provisions.


12. In the event of a situation not covered by these General Terms and Conditions arising between the parties, this situation must be judged in keeping with the spirit of these General Terms and Conditions.


13. In the event that these General Terms and Conditions and the agreement contain conflicting provisions, the provisions included in the agreement will prevail over the provisions included in the General Terms and Conditions.

‍ Article 3 - Conclusion of Collaboration Agreement and/or User Agreement

1. Only a Collaboration Agreement can be entered into with SP Lite, unless in the event of explicitly deviating agreements between the Client and SP Lite. SP Lite enables the Client and the supplier(s) to contact each other and contract directly with each other. To this end, SP Lite has created a platform that allows Clients and suppliers to communicate with each other through, among other things, chat functions.


2. SP Lite will never be obliged to fulfil the obligations that Clients and suppliers have towards each other. SP Lite only acts as an intermediary and can never be held liable for damage or loss resulting from the agreement to be concluded or established between the Client and the supplier.


3. Any disputes that have arisen between the Client and the supplier must be settled between them. This dispute resolution takes place outside SP Lite. SP Lite is never liable for any damage, loss and/or costs suffered by parties as a result of agreements made or concluded directly between those parties.


4. These General Terms and Conditions form an integral part of the Collaboration Agreement and/or User Agreement and/or any other agreements to be concluded between the parties.


5. The parties can communicate with each other via electronic means. Such communication is equated with written communication. An identification code in an electronic document suffices to establish the identity of the sender and the authenticity of the document. SP Lite can always impose (further) requirements on communication between the parties or the performance of legal acts by e-mail. This includes placing a signature on the contract for services through, for example, Adobe.


6. In addition to what is stated in the other paragraphs of Article 3 of these General Terms and Conditions, a Collaboration Agreement is concluded by offer and acceptance, in accordance with the provisions of Article 6:217 of the Dutch Civil Code. Only after the assignment has been accepted by SP Lite and the Collaboration Agreement has been signed and returned by the Client, will the agreement be binding for SP Lite.
   A User Agreement is concluded on account of the User using the App.


7. After the conclusion of an agreement to which these General Terms and Conditions apply, a photocopy, fax or reproduction of an electronically stored copy thereof (including attachments, correspondence between the Client and/or User on the one hand and SP Lite on the other and other documents) will be considered the original, unless otherwise agreed. The electronic files of SP Lite serve as presumption of evidence, to the extent permitted by law.


8. An offer made by SP Lite is revocable, unless the offer states a term for acceptance.


9. The offer to enter into a Collaboration Agreement can be made by SP Lite both verbally and in writing. Only after the assignment has been accepted by SP Lite and the Collaboration Agreement has been signed and returned by the Client, will the agreement be binding for SP Lite.


10. Furthermore, all offers are based on the information provided by the Client and/or User of the App. If the information appears to be inaccurate or incomplete, the Client and/or User of the App cannot derive any rights from an (accepted) offer vis-à-vis SP Lite.


11. SP Lite cannot be bound by its offers if the Client can reasonably be expected to understand that the offers, or a component thereof, contain an apparent mistake or clerical error.


12. Without prejudice to the fact that the parties have stated in the collaboration agreement that they assume the commission agent fiction described in that agreement, the prices stated in an offer are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation expenses, dispatch costs and handling fees, unless otherwise stated. If the commission agent fiction applies while the delivery is made outside the EU, SP Lite will not charge VAT to the Client. Deviating (price) agreements in this regard apply subject to the parties having agreed to this in writing.


13. If the acceptance differs from the offer (whether or not on minor points), SP Lite is not bound by those different points. In that case, the agreement will not be concluded, contrary to what is stated in Article 6:225, paragraph 2 of the Dutch Civil Code. The agreement is only concluded if SP Lite unambiguously states in writing or by e-mail that it agrees with the deviating acceptance.


14. A composite price statement does not oblige SP Lite to perform part of an assignment at a corresponding proportion of the stated price. Offers do not automatically apply to future orders.

Article 4 - Liability of SP Lite

1. SP Lite is only liable for damage or loss resulting from intent or gross negligence on the part of SP Lite. SP Lite is not liable for the non-arrival of consignments, certain defects in the consignment or any other defect or damage resulting from SP Lite’ service. Regardless of the existence of a written agreement, SP Lite is only an intermediary or provider of the App; any damage or loss can only be recovered from the supplier of the products and/or other Users of the App.


2. SP Lite will perform its work to the best of its ability and observe the care that may be expected of SP Lite. If an error is made due to the Client and/or User of the App having provided incorrect or incomplete information, SP Lite will not be liable for any resulting damage or loss.


3. SP Lite is not liable for damage or loss resulting from shortcomings and/or errors of third parties and assumes and, if necessary, herewith stipulates, that every assignment to SP Lite entails the authority to accept any limitations of liability of third parties on behalf of the Client.


4. SP Lite is never liable for direct or indirect damage, loss or costs resulting from the use of the App (regardless of whether the claim for compensation is based on a warranty scheme, agreements or any other legal principle, (incorrect) information on the App, regardless of whether that information originates from of SP Lite, due to transmission errors, disruptions or unavailability of these facilities, including the App), unless the Client proves that this damage, loss or these costs are the result of intent or gross negligence on the part of SP Lite. If telecommunications facilities are used in the execution of the agreement, SP Lite is entitled to assign access or identification codes to the Client.


5. The results of the application and use of the studies carried out and advice provided by SP Lite depend on many factors that are beyond the control of SP Lite. Although the assignment is carried out by SP Lite to the best of its knowledge and ability and in accordance with the requirements of good workmanship, SP Lite cannot give any guarantees with regard to the results of the studies carried out and advice provided by it.


6. In other cases, SP Lite’ liability is limited to twice the fee that SP Lite has received for its work within the framework of the execution of the agreement and/or Service. For assignments with lead times longer than six months, liability is further limited to a maximum of twice the invoice amount over the last six months. In addition, the total liability of SP Lite is at all times limited to a maximum of € 5,000, should SP Lite be liable for one reason or another. SP Lite may offset the obligation to compensate the damage or loss against any unpaid invoices plus resulting interest and costs. SP Lite is not liable for persons whom SP Lite has engaged on the instruction of the Client.


7. In the event of any liability, SP Lite is only liable for direct damage or loss. SP Lite is not liable for direct, indirect and/or consequential damage or loss (including, but not limited to, lost profits, business interruption costs, loss of relationships, including damage or loss resulting from any delay, loss of data, goodwill, exceeding a delivery period and/or discovered defects), except for direct financial loss suffered by the Client.


8. Insofar as the Client and/or User of the App on the one hand and SP Lite on the other have agreed terms in the agreement, or as part of the execution of the agreement or Service, within which the work or Service must be completed, these terms are indicative, unless expressly agreed otherwise in writing. Exceeding these terms will never constitute a failure in the fulfilment of SP Lite’ obligations. The Client and/or User of the App therefore do not have the right to claim compensation and/or dissolution of the agreement in that situation.


9. Within 2 months after the Client and/or User of the App identified or could reasonably have identified an inaccuracy in the execution of the agreement or Service and any possible risk of damage or loss arising therefrom, the Client and/or User of the App are obliged to notify SP Lite thereof in writing.


10. If the notification referred to in the previous paragraph is not made or is made too late, SP Lite is in no way obliged to compensate the Client and/or User of the App for any damage or loss suffered.


11. The Client and/or User of the App indemnify SP Lite against all claims that third parties assert and exercise against SP Lite for compensation for damage or loss suffered, costs incurred, lost profits and other expenses that are in any way related to and/or arise from the execution of the agreement by SP Lite.


12. SP Lite is never liable for damage or loss resulting from work assigned by the Client and/or User of the App that conflicts with the usual standard guidelines.


13. After 24 months from the day the advice was provided, any right of the Client and/or User of the App against SP Lite with regard to damage or loss caused by any shortcomings and/or errors of SP Lite in the execution of the agreement or Service lapse.


14. SP Lite is in no way liable for the products supplied by the supplier. The supplier is liable for this instead.


15. SP Lite is in no way responsible and/or liable for errors made by the supplier, except if and insofar as this error is the result of an attributable shortcoming on the part of SP Lite.

Article 5 - Force majeure

1. SP Lite is not obliged to fulfil any obligation towards the Client and/or User of the App, if it is prevented from doing so as a result of a circumstance that is not attributable to fault, or for which it cannot be held responsible by law or on the grounds of a legal act or generally accepted views.


2. In these General Terms and Conditions, in addition to its definition in law and legal precedent, force majeure is defined as all external circumstances, foreseeable or unforeseeable, that are beyond the control of SP Lite, but which prevent SP Lite from meeting its obligations. This includes strikes in the company of SP Lite and illness of the person(s) designated for the execution of the agreement or Service. SP Lite is furthermore entitled to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after SP Lite should have met its obligations.


3. SP Lite may suspend its obligations under the agreement or Service during the period that the force majeure continues. If the period of force majeure lasts for longer than two months, either party will be entitled to dissolve the agreement or Service without being obliged to pay any compensation to the other party.


4. Insofar as SP Lite has met or can still meet part of its contractual obligations when the period of force majeure begins and independent value can be attached to the part performed or to be performed, SP Lite reserves the right to charge the part performed or to be performed by way of a separate invoice. The Client and/or User of the App will be obliged to pay that invoice as though it concerned a separate agreement.

Article 6 - Complaints

1. Within 2 (two) months after the Client and/or User of the App identified or could reasonably have identified an inaccuracy in the execution of the agreement or Service and any possible risk of damage or loss arising therefrom, the Client and/or User of the App are obliged to notify SP Lite thereof in writing. The written complaint must contain as detailed a description of the issues as possible, to enable SP Lite to respond adequately.


2. If a complaint is justified, SP Lite will perform the work or Service as agreed, but later, unless this has become demonstrably pointless for the Client and/or User of the App. The latter must be made known in writing by the Client and/or User of the App.


3. If the performance of the agreed work or Service at a later date is no longer possible or useful, SP Lite will only be liable within the limits of Article 4.

Article 7 - Applicable law

1. The agreement or Service between the Client and/or User of the App on the one hand and SP Lite on the other is governed exclusively by Dutch law.


2. The possible applicability of the Vienna Sales Convention is expressly excluded.


3. All disputes relating to or arising from the interpretation and/or fulfilment of the agreement or Service, with the exception of disputes that fall under the exclusive jurisdiction of the subdistrict court, will be settled by the Court of Limburg.

Special provisions of SP Lite

Article 8 - Execution by SP Lite of the Collaboration Agreement

1. SP Lite executes the agreement as described therein, if present, and in any case as described in these General Terms and Conditions that have been declared applicable. Within this framework, SP Lite can provide directions/instructions regarding the practical execution, including with regard to the processing of orders. The Client is obliged to follow these instructions.


2. SP Lite is obliged to carry out the work assigned to it under the agreement as a diligent and careful contractor. Within that framework, SP Lite has an obligation to use best endeavours, unless and insofar as SP Lite has expressly committed to a result in the written agreement and the result in question has also been specified in sufficient detail.


3. If and insofar a proper execution of the Collaboration Agreement requires this, SP Lite is entitled to have certain work carried out by auxiliary staff and third parties. The applicability of Article 7:404, Article 7:407, paragraph 2 and Article 7:409 of the Netherlands Civil Code is expressly excluded. SP Lite will exercise due care when engaging third parties.


4. If Clients and suppliers contract directly or enter into direct agreements with each other, SP Lite is in no way liable for any damage or loss resulting from one or more attributable shortcomings under the agreement(s) made between Clients and suppliers. Nor will SP Lite be liable for extra-contractual damage or loss in any way whatsoever.


5. The Client will ensure that all data, which SP Lite indicates to be essential or which the Client should reasonably understand to be essential to the execution of the Agreement, are provided to SP Lite on time. If the data required for the execution of the agreement is not provided to SP Lite on time, SP Lite will be entitled to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then customary rates. The execution period does not commence until the Client has made the data available to SP Lite. SP Lite is not liable for damage or loss, of whatever nature, caused by the SP Lite working on the basis of incorrect or incomplete information provided by or on behalf of the Client.


6. If the Client attributably fails to properly fulfil its obligations towards SP Lite, the Client will be liable for all direct or indirect damage or loss suffered or to be suffered by SP Lite.


7. If telecommunications facilities, including the Internet, are used in the execution of the agreement, the Client is responsible for the correct choice and timely and adequate availability thereof, except for those facilities that are under the direct use and management of SP Lite.


8. SP Lite is never liable for damage, loss or costs due to transmission errors, disruptions or unavailability of these facilities. If telecommunications facilities are used in the execution of the agreement, SP Lite is entitled to assign access or identification codes to the Client.

Article 9 - Scope and changes to the assignment

1. After receiving the required information, SP Lite will start the agreed work as soon as possible and, if possible, inform the Client of the delivery time as expected by the supplier.


2. If SP Lite is unable to meet its obligations, the Client will be obliged to give SP Lite notice of default by means of a written notice, as described in Article 6:82 of the Dutch Civil Code, within which SP Lite must be granted a period of at least 14 days to remedy and fulfil its obligations within that extended period. SP Lite is not responsible for the delivery of the products. SP Lite is only obliged to carry out the work as included in the Collaboration Agreement.


3. If during the execution of the Collaboration Agreement it appears that the work to be carried out must be changed or supplemented to ensure proper execution, the parties will adjust the Collaboration Agreement accordingly in a timely manner and in mutual consultation.


4. If the Collaboration Agreement has been changed or supplemented, SP Lite is entitled to execute it only after the parties have reached agreement on all changes and/or supplements. However, failure to execute the amended agreement or failure to do so immediately does not constitute a breach of contract on the part of SP Lite, nor does it constitute grounds for the Client to terminate or dissolve the agreement.


5. In the event of a change or supplement to the agreement, SP Lite will indicate to what extent the change or supplement will lead to an increase in costs.


6. Notwithstanding paragraph 5, SP Lite will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to SP Lite.


7. Changes to an assignment/order that has already been placed may result in the originally expected delivery time being exceeded; in that case, Article 4, paragraph 8 of these General Terms and Conditions applies mutatis mutandis.


8. If the change results in less work, Article 12, paragraph 4 applies.

Article 10 – Fees

1. The Client is obliged to pay the agreed fee/compensation to SP Lite. Otherwise, reference is made to the provisions of Article 3, paragraph 12 of these General Terms and Conditions.


2. If SP Lite deems this desirable, SP Lite is entitled to ask the Client for a reasonable advance on the fee for the work still to be performed. SP Lite is entitled to suspend the start of its work until the advance has been paid or until sufficient security has been provided.


3. The fee of SP Lite is determined on the basis of an hourly fee or in the form of a fixed amount, either for a specific assignment or per financial year or calendar year. The fee is in no way dependent on the outcome of the assignment given.


4. If the Client so requests, SP Lite will provide a statement of the estimated costs associated with the work to be carried out by it and/or third parties, prior to the commencement of its work.


5. If the Client and SP Lite have not agreed on a fixed amount for a specific assignment or per calendar year or financial year, the fee is determined on the basis of the hourly rate and the total time spent by SP Lite.


6. SP Lite is at all times entitled to increase the fee without the Client being entitled to terminate the agreement for that reason, if the increase in price results from a legal or regulatory authority or obligation or if it is caused by, for example, an increase in wages or on other grounds that could not reasonably have been foreseen when the agreement was entered into.


7. The Client is obliged to reimburse the reasonable expenses incurred by SP Lite in the execution of the assignment.


8. The fee of SP Lite, if necessary increased by expense claims or claims of third parties engaged, will be charged to the Client, including any VAT, per month or after completion of the work.

Article 11 - Payment

1. SP Lite will provide an invoice to the Client for its work/services; the invoice must meet the legal requirements. The amount of the invoice will be deducted from the account balance.


2. The Client must clear a negative balance into a positive balance on the account within 30 days. After 30 days, if there is no positive balance on the account, SP Lite has the option to block the account until there is a positive balance and/or charge a fine of € 100 for every day that the Client fails to clear the balance to a positive balance. In that case, the fine will be deducted from the account balance each day.


3. If the Client fails to pay an invoice on time and/or in full, the Client will be in default by operation of law. In that case, the Client owes interest of 1% per month or part of a month, unless the statutory commercial interest (in accordance with Article 6:119a of the Dutch Civil Code) is higher, in which case the statutory commercial interest will be due. The statutory commercial interest on the due and payable amount will be calculated from the time at which the Client is in default until the time of full and final settlement, or until the account balance is positive again.


4. The Client is not under any circumstances entitled to set off the amount that it owes to SP Lite. Objections to the amount of the invoice do not suspend the payment obligation. Nor will a Client who is not entitled to rely on section 6.5.3 (Articles 6:231 to 6:247 of the Dutch Civil Code) be entitled to suspend payment of an invoice for any other reason.


5. If the Client fails or is in default with regard to the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining payment extrajudicially will be payable by the Client. The extrajudicial costs are calculated based on what is customary in Dutch debt collection practice. The extrajudicial costs are thus calculated on the basis of the provisions of the Extrajudicial Collection Costs (Standards) Act and the associated Extrajudicial Collection Costs (Fees) Decree. However, if SP Lite has reasonably incurred additional collection costs, the costs actually incurred will be eligible for compensation. Any judicial and execution costs incurred will be recovered from the Client as well. In addition, the Client owes interest on the collection costs owed in accordance with the provisions of Article 11, paragraph 3.


6. SP Lite is entitled to apply the payments made by the client firstly to settle the costs, then the interest that has fallen due and finally the principal and the accrued interest. SP Lite may, without this causing it to be in default, refuse an offer of payment if the Client proposes or maintains a different payment order. SP Lite may refuse full payment of the principal amount, if the interest due, accrued interest and debt collection costs are not settled at the same time.


7. A Client is only permitted to have negative credit if and after he continues to use the service of SP Lite, and if he has signed a ‘negative credit agreement’. If no negative credit agreement has been concluded and/or if the Client does not continue to use the service of SP Lite, the Client will be obliged to pay all outstanding amounts to SP Lite within the set payment terms.

Article 12 - Suspension cancellation and dissolution

1. The Client and SP Lite are at all times entitled to terminate an agreement for an indefinite period by giving notice. Termination does not require judicial intervention. Any notice of termination must be sent by registered letter. If the agreement has not yet lasted 6 (six) months, the notice period is 1 (one) month.


2. An agreement for a definite period cannot be terminated prematurely, unless there are urgent circumstances as a result of which the Client or SP Lite can no longer reasonably be expected to continue the agreement any longer. This must be communicated to the other party in writing, supported with reasons. All this does not affect the Client’s obligation to pay the agreed fee in full.


3. If the Client has prematurely terminated the agreement in whole or in part in accordance with the previous paragraphs, SP Lite is entitled to compensation for the demonstrable loss incurred by it resulting from lower capacity utilisation, as well as for additional costs that it has reasonably had to incur as a result of premature termination of the agreement. The foregoing applies, unless there are facts or circumstances underlying the premature termination that can be attributed to SP Lite.


4. In the event that one of the parties becomes bankrupt, applies for a suspension of payments or ceases business operations, the other party will have the right to terminate the Agreement without observing a notice period.


5. SP Lite is authorised to suspend meeting its obligations or to dissolve the agreement if:
   (a) the Client fails to fulfil the obligations under the agreement, or fails to do so fully or on time;
   (b) circumstances that have come to the attention of SP Lite after the conclusion of the agreement give good reason to fear that the Client will not fulfil the obligations;
   (c) upon conclusion of the agreement the Client has been requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;
   (d) due to a delay on the part of the Client, SP Lite can no longer be expected to fulfil the agreement under the conditions agreed originally.


6. If progress in the execution or delivery of the work is delayed due to negligence on the part of the Client or due to force majeure on its part, SP Lite may charge the agreed amount in full, without prejudice to its right to claim further costs, damage and interest.


7. If the agreement is dissolved, the outstanding claims of SP Lite, such as, but not limited to, purchase costs still owed by the Client at the time of dissolution of the agreement, become immediately due and payable by the Client.

Article 13 - Secrecy

1. Unless any legal provision, regulation or other rule stipulates otherwise, SP Lite is obliged to maintain secrecy towards third parties with regard to confidential information obtained from the Client. The Client can grant an exemption in this regard. Information is considered confidential if one party has stated this to be the case or if this follows from the nature of the information.


2. Except with written permission from the Client, SP Lite is not entitled to use the confidential information made available to it by the Client for purposes other than that for which it was obtained. However, an exception is made in the event that SP Lite represents itself in disciplinary, civil or criminal proceedings in which this information may be important.


3. Unless there is any legal provision, regulation or other rule that obliges the Client to disclose, or if SP Lite has granted prior permission to do so, the Client must refrain from providing the contents of reports, advice or other written or non-written statements from SP Lite to third parties.


4. All shared information and earnings of SP Lite, including agency accounts, Klarna solutions, coaching session(s) and the corporate (tax) structure, may not be shared with third parties subject to a fine of € 50,000 (in words: fifty thousand Euros) per violation, increased by € 500 for each day that the violation continues.

Article 14 - Intellectual property

1. The property rights of ideas, concepts or (draft) designs provided by SP Lite remains fully vested in SP Lite, unless expressly agreed otherwise in writing. In the latter case, SP Lite may negotiate compensation for this. In the event of proven violation of the said property rights, SP Lite is entitled to charge a reasonable fee, at its discretion.


2. SP Lite reserves all rights with regard to the intellectual property associated with the (digital) products and resources that it uses or has used in the execution of the agreement.


3. The Client is expressly prohibited from directly or indirectly reproducing, disclosing or marketing the (digital) products and resources of SP Lite, including computer programs, system designs, working methods, advice, (model) contracts and other products in the broadest sense of the word, with or without the involvement of third parties.


4. The Client is not permitted to make these products available to third parties, other than for the purpose of obtaining an expert opinion on SP Lite’ activities.


5. SP Lite has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that doing so does not result in confidential information of the Client being disclosed to third parties.

Special provisions of the App

Article 15 - App usage rules

1. The User of the App is not permitted to use the App in such a way that this results in a violation of Dutch or other applicable laws and regulations.


2. The User of the App is not permitted to use the App to distribute the following material:
   (a) Pornographic videos, images or other media of erotic content;
   (b) Texts or images that are offensive, racist, discriminatory or hateful;
   (c) Unsolicited advertising (spam);
   (d) False or misleading information;
   (e) Viruses, malware, spyware or other software intended to cause damage to computers of SP Lite or other users.


3. The User of the App is not permitted to create an account under the name of a third party or to pretend to be someone else.


4. The User of the App is obliged to keep the personal data obtained from other Users of the App confidential; this data may not be misused, distributed or stored.


5. Other Users of the App may not be contacted for commercial purposes that are not in line with those of the App.


6. In the chat function of the App, the Users of the App are under no circumstances permitted to exchange contact details in any form, which includes seeking direct contact with each other in any other way, i.e. outside the platform of SP Lite, to discuss product prices, fees, refunds, discounts, etc.


7. The Users of the App are obliged to use polite forms of address with and towards each other that are customary in social and economic life.


8. The Users of the App are free to use the chat function on the platform to discuss all matters referred to in Article 15, paragraph 6 with their account manager(s), or to do so via WhatsApp or Slack.


9. If the Users of the App continue to act in violation of this stipulation after one or more warnings issued through the App, the offender incurs an immediately due and payable fine of € 10,000 (in words: ten thousand Euros), which fine is not subject to judicial mitigation and owed to SP Lite.


10. If a User of the App notices that another User of the App is using or abusing the App in violation of the provisions of these General Terms and Conditions, SP Lite should be notified by sending an e-mail to accounts@sp-lite.com.

Article 16 – Availability of the App

1. SP Lite strives to ensure that the App is available. SP Lite is therefore subject to an obligation to use best endeavours. SP Lite does not guarantee that the App will be flawless, nor does it guarantee that the App will be available at all times. SP Lite is therefore not liable for damage or loss suffered as a result of the App not working properly or safely.


2. SP Lite is not liable for damage or loss suffered as a result of incorrect information contained in the App.

Article 17 – User account

1. The User of the App is obliged to protect the login details of his/her account from others and to keep his/her password secret. SP Lite may assume that everything that is performed in relation to the account of the User of the App is performed by the User of the App or under his/her supervision.


2. If the User of the App thinks or knows that his/her account has been compromised, the User of the App is obliged to report this to SP Lite as quickly as possible. SP Lite will respond by taking appropriate measures.

Article 18 – Prices

1. SP Lite offers the Service free of charge.


2. In the future, SP Lite may decide that Users of the App are obliged to pay for using the App. If this situation arises, SP Lite will notify the Users of the App timely in advance and offer its users the opportunity to cancel their account with immediate effect, without incurring costs.


3. If SP Lite requires payment for any part of the Service, this will be clearly stated in the App.

Article 19 – Exclusion

SP Lite reserves the right to (partially) exclude a User of the App from the Service or to deny access to the App. In addition, SP Lite has the authority to delete accounts at any time, for whatever reason. If SP Lite decides to no longer grant a User access to the App or delete his/her account, SP Lite is not liable for any damage or loss resulting from this decision. For example, SP Lite has the authority and freedom to exclude Users of the App from the Service by:
a) deleting an account of the User of the App, and/or by;
b) blocking parts of the Service for a User of the App.

Article 20 – Secrecy

SP Lite is obliged to keep secret all confidential information of the User of the App. ‘Confidential information’ includes all information that the User of the App has indicated to be confidential or whose confidential nature results from the nature of the information. The personal data of the User of the App, as referred to in the General Data Protection Regulation (GDPR), will only be released if SP Lite is legally obliged to do so.

Article 21 - Conflict resolution

SP Lite is not obliged to provide assistance and/or support in the event of conflicts between the Supplier/Freelancer on the one hand and the E-com entrepreneur on the other. Nevertheless, as a gesture of goodwill, SP Lite has the freedom to choose to mediate in resolving any conflicts that have arisen. SP Lite using this authority/freedom of choice cannot be enforced by the Users of the App/parties.

Article 23 – Privacy Policy

SP Lite protects the personal data of the User of the App in accordance with the provisions as laid down in the General Data Protection Regulation (GDPR). The User of the App can consult the SP Lite Privacy Policy for more information about this.

Article 24 – Indemnification

By using the App, the User of the App indemnifies SP Lite against claims (for compensation) and demands from third parties. This limitation of liability does not exclude SP Lite’ liability in the event of malicious intent or gross negligence.

Article 25 – Intellectual property rights

1. The User of the App grants SP Lite a licence to use content uploaded by the User of the App without restriction. This license is:
   a) non-exclusive;
   b) without cost and royalty free;
   c) worldwide.


2. By using the App, the User of the App declares that:
   a) he/she owns the (intellectual) property rights to information and media that he/she uploads to the Website; or
   b) he/she is authorised to share with and licence to SP Lite the media or information he/she uploads.


3. SP Lite may not share, sell or market the content of the App, in whatever way.