Terms and Conditions of SOOPLE B.V.

The general terms and conditions of SOOPLE apply to all offers. SOOPLE B.V. is located at Verspronckweg 275, 2023 BJ, Haarlem. Chamber of Commerce (KvK) number: 69972176. IBAN: NL37KNAB0256775990.

Article 1: Applicability

1.1 These Terms and Conditions apply to all offers, assignments, and agreements for the provision of services by SOOPLE.
1.2 By placing an order, the client accepts these Terms and Conditions.
1.3 Deviations from these terms are only valid if agreed upon in writing and apply solely to the specific agreement to which they relate. The applicability of the general terms and conditions of the other party is explicitly rejected unless they have been accepted in writing.

Article 2: Definitions

In these Terms and Conditions, the following definitions apply:

• Contractor: SOOPLE partner using these terms.
• Client: The counterparty to the contractor.
• Work: The total agreed-upon work between the contractor and the client, including materials provided by the contractor.

Article 3: Offers

3.1 All offers are non-binding unless explicitly stated otherwise by the contractor. They may be revoked within two business days of acceptance. All offers are based on information provided by the client during intake or preparatory discussions, which the contractor assumes to be accurate.

Article 4: Prices

4.1 All prices quoted by the contractor are exclusive of VAT, unless explicitly stated otherwise. Prices are based on factors prevailing at the time of the offer.
4.2 The contractor may increase agreed prices and fees if factors determining the price change after the agreement, even if such changes were foreseeable. The contractor is entitled to invoice the increased amount once it becomes known.

Article 5: Formation of the Agreement

5.1 An agreement is formed upon acceptance of the assignment. This acceptance is evidenced by written confirmation by the contractor, signing of the offer by the client, or commencement of the agreement's execution by the contractor.

Article 6: Execution of the Assignment

6.1 If circumstances unknown at the time of the agreement prevent fulfillment, the contractor may modify the agreement to allow execution.
6.2 The contractor may suspend obligations if unforeseen circumstances beyond their control temporarily prevent fulfillment.
6.3 Poor performance does not entitle the client to a refund of agreed prices. The contractor or another franchise partner will redo the work, with only new accommodation and material costs billed.
6.4 The contractor excludes liability for any damage, direct or indirect, including consequential and business damage, except in cases of intent or gross negligence by the contractor or its executives, subject to mandatory legal liability.

Article 7: Indemnification

7.1 We are never liable to third parties for damage arising during agreement execution beyond our liability to the client.
7.2 The client indemnifies us against further liability and will include a similar exoneration in agreements with third parties where possible.
7.3 The client fully indemnifies us against claims for damages by third parties based on intellectual property rights violations caused by designs or methods provided by the client.

Article 8: Cancellation/Modification

8.1 The client may cancel or modify assignments subject to the following:

• Cancellation/modification more than one month before the agreed start date incurs 50% of the agreed price.
• Cancellation/modification within one month incurs the full price.

8.2 Cancellations or modifications must be in writing.

Article 9: Engagement of Third Parties

9.1 Third parties will only be engaged by the contractor after consultation and approval from the client.

Article 10: Payment

10.1 Invoices must be paid within 14 days of the invoice date.
10.2 Late payments incur 1% monthly interest on the outstanding amount.
10.3 In case of default, the contractor may suspend or cancel agreed follow-up assignments.
10.4 Default also entitles the contractor to dissolve agreements wholly or partially, without prejudice to the right to claim damages.

Article 11: Intellectual Property

11.1 Without written consent, the client may not transfer, display, or otherwise use materials provided by the contractor for third parties.
11.2 Intellectual property rights to these materials remain with the contractor unless agreed otherwise.
11.3 The client must return materials upon the contractor's request, subject to a penalty of €500 per day.

Article 12: Confidentiality

12.1 Information related to the assignment will not be disclosed to third parties without the client's consent.

Article 13: Governing Law and Jurisdiction

13.1 Dutch law applies to all offers and agreements.
13.2 Disputes will be resolved by the competent court in Utrecht, except for mandatory provisions of law.

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