Terms and conditions

Terms and conditions

E-mail: spodiversity@enactusutrecht.nl
Website: https://spodiversity.nl


1. spod: spod, established in Utrecht, Chamber of Commerce no. 30211782.
2. Customer: the party which spod has entered into an agreement with.
3. Parties: spod and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of
services or products by or on behalf of spod.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the
customer or of third parties.

1. All prices used by spod are in euros, are inclusive of VAT and exclusive of any other costs such as administration
costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. spod is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any
3. Increases in the cost prices of products or parts thereof, which spod could not foresee at the time of making an offer
or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3,
unless the increase is the result of statutory regulation.

Samples / models
If the customer has received a sample or model of a product, he cannot derive any rights from this other than that it is
an indication of the nature of the product, unless the parties have explicitly agreed that the products be supplied
conform to the sample or model.

Payments and payment term
1. spod may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
2. The customer must have paid the full amount within , after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount
at the latest on the last day of the payment term, he is legally in default, without spod having to send the customer a
reminder or to put him in default.
4. spod reserves the right to make a delivery conditional upon immediate payment or to require adequate security for
the total amount of the services or products.

Consequences of late payment
1. If the customer does not pay within the agreed term, spod is entitled to charge an interest of 2% per month for noncommercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any
compensation to spod.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the customer does not pay on time, spod may suspend its obligations until the customer has met his payment
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of
spod on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by spod, he is still obliged to pay the
agreed price to spod.

Right of withdrawal
1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason,
provided that:
the product has not been used
it is not a product that can spoil quickly, like food or flowers
the product is not specially tailored for the consumer or adapted to its special needs
it is not a product that may not be returned for hygienic reasons (underwear, swimwear, etc.)
the seal is still intact, when the product is a data carrier with digital content (DVDs, CDs, etc.)
the product is not a (holiday)trip, a transportation ticket, a catering order or a form of leisure activity,
the product is not a separate magazine or a loose newspaper
the consumer has not renounced his right of withdrawal
2. The cooling-off period of 14 days as referred to in paragraph 1 commences:
on the day after the consumer has received the last product or part of 1 order
as soon as the consumer has received the first the product of a subscription
as soon as the consumer has confirmed the purchase of digital content via the internet
3. The consumer can notify his right of withdrawal via spodiversity@enactusutrecht.nl.
4. The consumer is obliged to return the product to spod within 14 days after the notification of his right of withdrawal,
after which period his right of withdrawal will lapse.

Reimbursement of delivery costs
1. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according
to the law, spod will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of
withdrawal, provided that the consumer has returned the product to spod in time.
2. The costs for return are only reimbursed by spod if the complete order is returned.

Reimbursement of return costs
If the consumer invokes his right of withdrawal and returns the entire order on time, the costs for returning the
complete order will be borne by the consumer.

Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of retention
1. spod can appeal to his right of retention of title and in that case retain the products sold by spod to the customer until
the customer has paid all outstanding invoices with regard to spod, unless the customer has provided sufficient
security for these payments.
2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes
payments to spod.
3. spod is never liable for any damage that the customer may suffer as a result of using his right of retention of title.

The customer waives his right to settle any debt to spod with any claim on spod.

Retention of title
1. spod remains the owner of all delivered products until the customer has fully complied with all its payment
obligations with regard to spod under whatever agreement with spod including of claims regarding the shortcomings
in the performance.
2. Until then, spod can invoke its retention of title and take back the goods.
3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise
encumber the products.
4. If spod invokes its retention of title, the agreement will be dissolved and spod has the right to claim compensation,
lost profits and interest.

1. Delivery takes place while stocks last.
2. Delivery takes place at spod unless the parties have agreed upon otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed price is not paid on time, spod has the right to suspend its obligations until the agreed price is fully paid.
5. In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by

Delivery period
1. Any delivery period specified by spod is indicative and does not give the customer the right to dissolution or
compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
2. The delivery starts once the customer has fully completed the (electronic) ordering process and received an
(electronic) confirmation of his order from spod.
3. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the
contract, unless spod cannot deliver within 14 days after the customer has urged him to do so in writing or if the
parties have agreed upon otherwise.

Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Transport costs
Transport costs are paid by the customer, unless the parties have agreed upon otherwise.

Packaging and shipping
1. If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the
forwarder or delivery person before receiving the product. In the absence of which spod may not be held liable for
any damage.
2. If the customer himself takes care of the transport of a product, he must report any visible damage to products or the
packaging prior to the transport to spod, failing which spod cannot be held liable for any damage.

1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the
2. Any extra costs as a result of premature or late purchase of products are entirely at the customer’s expense.

1, The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
2. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes
made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on
to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or
of a third party who receives the product for the benefit of the customer.

1. Exchange is only possible if the following conditions are met:
exchange takes place within 7 days after purchase upon presentation of the original invoice
the product is returned in the original packaging or with the original (price) tags still attached to it
the product has not been used
2. Discounted items, non-shelf articles such as food, custom made items or specially adapted articles for the customer
_____ cannot be exchanged.

The customer indemnifies spod against all third-party claims that are related to the products and/or services supplied
by spod.

1. The customer must examine a product or service provided by spod as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the
agreement, the customer must inform spod of this as soon as possible, but in any case within 1 month after the
discovery of the shortcomings.
3. Consumers must inform spod of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that spod is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to spod being forced to perform other work than
has been agreed.

Giving notice
1. The customer must provide any notice of default to spod in writing.
2. It is the responsibility of the customer that a notice of default actually reaches spod (in time).

Joint and several Client liabilities
If spod enters into an agreement with several customers, each of them shall be jointly and severally liable for the full
amounts due to spod under that agreement.

Liability of spod
1.spod is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross
2. If spod is liable for any damage, it is only liable for direct damages that results from or is related to the execution of
an agreement.
3. spod is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third
4. If spod is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the
absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part
of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only
approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of
any obligation.

Expiry period
Every right of the customer to compensation from spod shall, in any case, expire within 12 months after the event
from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil

1.The customer has the right to dissolve the agreement if spod imputably fails in the fulfillment of his obligations,
unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by spod is not permanent or temporarily impossible, dissolution can only take
place after spod is in default.
3. spod has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his
obligations under the agreement, or if circumstances give spod good grounds to fear that the customer will not be
able to fulfill his obligations properly.

Force majeure
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of spod in the fulfillment of any
obligation to the customer cannot be attributed to spod in any situation independent of the will of spod, when the
fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its
obligations cannot reasonably be required from spod .
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such
as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other
third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes,
government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which spod cannot fulfill one or more obligations towards the
customer, these obligations will be suspended until spod can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the
agreement in writing in whole or in part.
5. spod does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages
as a result of the force majeure situation.

Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement
its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions
1. spod is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by spod with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and

Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with spod to third parties without the prior
written consent of spod.
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other
provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what spod
had in mind when drafting the conditions on that issue.

Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where spod is established is exclusively competent in case of any disputes between
parties, unless the law prescribes otherwise.

These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.com/nl

Drawn up on 21 maart 2023.

Right of recovery of goods
1. As soon as the customer is in default, spod is entitled to invoke the right of recovery with regard to the unpaid
products delivered to the customer.
2. spod invokes the right of recovery by means of a written or electronic announcement.
3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return
the products concerned to spod, unless the parties agree to make other arrangements about this.
4. The costs for the collection or return of the products are at the expense of the customer.