1.Parties and scope

1.1 Parties

These Terms and Conditions (here after the “T&C”) are made by and between:
Rica Fricks, Hilversum, The Netherlands, KvK) No.: 99327961, rica@sparkedvoice.com (hereinafter the Professional) and her clients.

Collectively, the Professional and the Client are referred to as the “ Parties.”

1.2 General information 

These Terms and Conditions ("T&C") are provided to the Client by the Professional prior to the engagement. The Client acknowledges that they have read, understood, and agree to be bound by these T&C. 

Acceptance of the Professional’s Quote constitutes the Client’s unconditional acceptance of these T&C. Upon acceptance of the Quote by the Client, these T&C become legally binding on both the Client and the Professional. This Agreement shall enter into force on the date the Client accepts the Quote (the "Effective Date").

The Professional is and shall remain an independent contractor, registered with the Chamber of Commerce (KVK), and not an employee, agent, partner, or joint venture of the Client. The Professional shall determine the method, manner, and means by which the work is performed. These T&C do not create an employment relationship between the Client and the Professional.
 
The governing language of these T&C is English, and the English text alone constitutes the entire and valid agreement. 

2. Execution of the Terms and Conditions

2.1 Execution by the Professional

Services provided by the Professional
The Professional provides operations and business support services, including but not limited to:

• Remote operational and administrative support, such as email and calendar management, scheduling, client communications, CRM management, meeting preparation, document organization, and process documentation (SOPs);

• Event planning and coordination, for both virtual and in-person events (including workshops, webinars, conferences, product launches, and retreats) encompassing vendor coordination, attendee management, timeline creation, and on-site logistics;

• Travel coordination, including domestic and international travel planning, itinerary creation, ground transportation coordination, and travel documentation support;

• On-site representation, consisting of attending in-person meetings or events on behalf of the Client, with travel costs borne by the Client;

• Management and business operations consulting.

 
Services NOT provided by the Professional
The following services fall outside the scope of the Professional's engagement and will not be performed:

• Financial Services

The Professional does not perform financial management tasks, including managing bank accounts, processing payroll, or acting as a bookkeeper or accountant. Basic expense tracking and document organization remain within scope.
 

• Legal Services

The Professional does not provide legal advice or act in any legal capacity. This includes drafting or signing legal documents, filing trademark, copyright, or patent applications, advising on employment law matters, or making hiring or termination decisions. The Professional may sign documents on the Client's behalf solely where explicit prior written authorization has been granted.
 

• Technical and IT Services

The Professional does not provide IT support beyond basic user-level tools, and does not manage servers, domains, or hosting environments, write code or develop software or applications, or conduct cybersecurity or data security audits.
 

• Executive Decision-Making

The Professional does not make final strategic business decisions on behalf of the Client. Specifically, the Professional will not approve expenditures exceeding €100, engage or terminate vendors, contractors, or employees, or sign contracts legally binding the Client, unless explicit prior written authorization has been provided.
 
This list is provided for informational purposes and reflects the principal services outside the Professional's scope. It is not exhaustive. The Professional reserves the right to decline any request that falls outside her area of expertise or services, even where not expressly listed above.


Obligations of the Professional

• Pre-Contractual Phase

Prior to entering into any agreement, the Professional shall offer the prospective Client a discovery call to assess their needs and present a tailored recommendation of services the Professional is able to provide. Following this call, the Professional shall issue a Quote setting out the proposed scope of services, based on the discussion held with the prospective Client.
 

• Onboarding

Upon acceptance of the Quote and, where the Quote provides for advance payment, receipt of that payment, the Professional shall send the Client a welcome communication including instructions to schedule an onboarding call. During this call, the Professional and the Client shall jointly establish the foundations of their collaboration, including the tools, workflows, and mutual expectations applicable to the engagement. The Professional commits to ensuring that the scope of services and expectations are clearly defined prior to commencement of work.
 

• Hour Tracking and Overage Management

The Quote specifies the Package selected by the Client and the number of hours included therein. As the hours used in any given month approach the agreed limit, the Professional shall notify the Client in advance.
Should the Client require more hours than those included in the Package, or services outside the agreed scope, the Professional shall notify the Client. Such work is subject to prior written agreement and is invoiced as Additional Hours in accordance with Article 3.2.
 

• Communication and Availability

The Professional commits to maintaining regular, open, and transparent communication with the Client regarding timelines, progress, availability, and priorities.
The Professional is not available outside agreed working hours and is under no obligation to respond to messages received during that time. Same-day turnaround cannot be guaranteed for requests received after 17:00 Dutch Time (CET/CEST) or without reasonable advance notice.
The Professional commits to proactively notifying the Client of any circumstances that may affect service delivery or agreed timelines.
 

• Tools and Working Standards

The Professional commits to using secure, professional tools for communication, file sharing, and project management, in keeping with the standards of a remote, international collaboration.
 

• Third-Party Coordination

Where the engagement requires coordination with third parties — such as event providers, travel suppliers, or vendors — the Professional shall act with due diligence and in the best interests of the Client.
 

• Standard of Service

The Professional commits to delivering services on a best-efforts basis, applying her professional experience and expertise to support the Client's business operations with care, discretion, and attention to detail.

2.2. Obligations of the Client 

Obligations During the Engagement

• Throughout the duration of the engagement, the Client shall:

• Provide accurate, complete, and timely information necessary for the performance of the agreed services;

• Grant the Professional access to the tools, systems, accounts, and materials required for service delivery;

• Respond within reasonable timeframes to requests for information, approvals, or feedback, and clearly communicate priorities, deadlines, and any changes in expectations;

• Respect the agreed scope of services and discuss any additional work with the Professional before it commences;

• Make payments in full and on time, in accordance with the agreed invoices and payment terms;

• Retain sole responsibility for all business decisions, approvals, and final outcomes;

• Promptly inform the Professional of any issues, changes, or constraints that may affect the delivery of services.

Obligations Upon Termination of the Engagement
Upon termination of the engagement, regardless of the reason, the Client shall:
 

• Financial Settlement

Settle all outstanding invoices and reimbursable expenses in full at or prior to the effective date of termination;
 

• Access and Systems

Promptly revoke the Professional's access to all shared systems and platforms — including but not limited to project management tools, shared inboxes, and calendar access — upon termination of this engagement;

Provide written confirmation to the Professional once all system access has been revoked;
 

• Ongoing Projects and Third-Party Relationships

Acknowledge that deliverables relating to incomplete projects will be handed over in their current state at the time of termination, with no obligation on the Professional to complete such work after the engagement has ended;

Assume responsibility for, or cancel, any third-party vendor relationships, bookings, or commitments managed by the Professional on the Client's behalf;
 

• Protection of the Professional's Work

Refrain from representing the Professional's proprietary workflows, systems, standard operating procedures, or templates as their own;

Refrain from sharing, reproducing, or selling materials created by the Professional to third parties without the Professional's prior written consent;
 

• Portfolio and Reference Rights

Acknowledge the Professional's right to reference the existence of the Client relationship in her professional portfolio and marketing materials, unless the Client formally opts out in writing within thirty (30) days of the end of the engagement.

3. Quote and Fees

3.1 Quotes and Pricing
The Professional offers packages, as well as fixed-price projects for one-off work. For each engagement, the Professional shall issue a formal Quote to the Client setting out the scope of services, specific deliverables, applicable fees, and accepted payment methods.

Fees may be structured as : 

• a recurring monthly package for an agreed number of hours per month (the "Package"); 

• an agreed number of hours billed at the Professional's hourly rate (the "Hourly Rate"); 

• or a fixed price for a defined one-off project. 
   

The applicable structure, the number of hours, and the corresponding fees are set out in the Quote.
Fees are fully detailed in the Quote. All fees are stated in Euros (€) for clients in the European Union and in American dollars for Clients that are located in the United States or in any other country. Prices and service descriptions displayed on the Professional's website are provided for informational purposes only and do not constitute a binding offer or contractual commitment.

3.2 Payment Schedule

Monthly Package 
Where the engagement is structured as a monthly Package, the Quote specifies the number of hours included each month and the corresponding monthly fee. Unless the Quote provides otherwise, the monthly fee is payable in advance and the payment must be received in full at the beginning of the relevant month, before the Professional commences work for that month. Where the Quote instead provides for billing at the end of the month, the invoice shall be due within seven (7) working days of the invoice date. 

The Package operates on a monthly basis with no fixed term and continues until terminated in accordance with Article 8. Hours included in a given month are allocated to that month and do not carry over to subsequent months unless expressly agreed in writing.

Hourly Rate
Where the engagement is billed at the Hourly Rate, the Professional records the hours worked and issues an invoice for the hours performed, payable within seven (7) working days of the invoice date. The Professional shall keep the Client informed of the hours used. 

Fixed-Price Projects
Where the engagement is structured as a fixed-price project, the total fee is payable in two installments: fifty percent (50%) upon acceptance of the Quote, and the remaining fifty percent (50%) upon delivery of the completed project. Work shall not commence until the first installment has been received in full. The Professional shall issue an invoice for each installment, and each invoice is payable within seven (7) working days of the invoice date.

Additional Hours and Out-of-Scope Services
Where the Client requires more hours than those included in the agreed Package, or requests services outside the agreed scope, this additional work shall be agreed between the Parties in writing before it begins. Once agreed, such hours are invoiced separately at the rate for additional hours specified in the Quote, and the corresponding invoices are due within seven (7) working days of the invoice date.

Non-Refundability
Once the Professional has commenced work, fees already paid are non-refundable, except as provided in Article 8.2. 

Final Invoice
Any final invoice issued at the close of the engagement is due within seven (7) working days of the invoice date. 

3.3. Consequences of Non-Payment

If the Client fails to remit payment by the specified due date, the following consequences shall apply:

Late Payment Interest
The Client shall be immediately liable for interest on the outstanding amount, calculated at the statutory commercial interest rate applicable in the Netherlands, from the day following the payment due date until the date of full and final settlement.

Suspension of Services
The Professional reserves the right to suspend all ongoing work with immediate effect upon non-payment. Suspension may apply to any or all of the following:

• access to shared systems and platforms;

• calendar and inbox management;

• event and project coordination;

• vendor communications;

• travel and logistics management;

• systems and workflow development;

• transfer of final documentation and deliverables.
   

Services shall remain suspended until all outstanding amounts, including any accrued interest, have been paid in full.

During the suspension period, the Professional shall not take any action on the Client's accounts or platforms. The Professional shall retain no active access to the Client's accounts or platforms during the suspension period, and shall resume access solely upon receipt of full payment. Work shall resume within two (2) business days following confirmation of full payment.

Collection Costs
The Client shall bear all reasonable costs incurred by the Professional in recovering outstanding amounts. This includes a standard administrative collection fee of €40, as well as any legal fees and collection agency charges.

Termination for Non-Payment
If payment remains outstanding for more than thirty (30) working days following the due date, the Professional shall be entitled to terminate the engagement with immediate effect by written notice to the Client.

In the event of termination for non-payment, any amounts already paid shall be retained by the Professional as compensation for work performed and losses incurred. The Client shall have no right to use, reproduce, or retain any deliverables created up to the date of termination until all outstanding amounts have been settled in full.

4. Confidentiality

4.1 Confidential Information
 
The Professional shall not disclose any confidential information concerning the Client, their business, or their projects to any third party, except where strictly necessary to fulfill the Professional's obligations under these T&C.
 
For the purposes of these T&C, confidential information includes, but is not limited to, business strategies, client data, financial information, internal processes, and any other information the Client reasonably considers sensitive.
 
Information that is or becomes publicly known through no act or omission of the Professional shall not be considered confidential information under these T&C.

4.2 Third-Party Confidentiality Obligations

These T&C constitute the baseline confidentiality framework governing the engagement between the Professional and the Client. Where the nature of the engagement requires the Professional to interact with third parties — such as vendors, suppliers, or service providers — the Professional commits to signing non-disclosure agreements or confidentiality clauses with such third parties where reasonably required by the Client, provided that such obligations do not unreasonably restrict or impede the Professional's ability to perform the agreed services.

4.3 Client Anonymity Request
 
Where the Client expressly requests, in writing, that the Professional not disclose their identity or the existence of the working relationship, the Professional shall:
- refrain from naming the Client or identifying them in any public or private communication;
- refrain from recommending the Client or referring to them by name in professional or commercial contexts.
 
The Professional shall, however, retain the right to reference the engagement in general terms for portfolio or business development purposes — for example, by describing the work as performed for "a Netherlands-based entrepreneur" or a "purpose-driven business owner" — without disclosing any information that could reasonably identify the Client.
 
Such an anonymity request must be made in writing prior to or at the commencement of the engagement. Requests made after the Professional has already publicly referenced the relationship shall apply prospectively only.

5. Intellectual Property Rights 

5.1 Background Intellectual Property

These T&C do not transfer or grant any rights over the pre-existing intellectual property of either party. Each party retains full ownership of their respective background intellectual property, including but not limited to trademarks, methodologies, trade secrets, and any materials created independently of this engagement.

5.2 Ownership of Deliverables

Upon receipt of full payment for the relevant services, ownership of the deliverables created by the Professional in the course of the engagement — including documents, standard operating procedures, templates, and workflows — shall transfer to the Client. Until full payment has been received, all intellectual property rights in such deliverables remain vested in the Professional.

For the avoidance of doubt, ownership transfer applies solely to deliverables created specifically for the Client under this engagement. It does not extend to the Professional's pre-existing tools, frameworks, or methodologies that may have been used or adapted in the creation of those deliverables.

5.3 Client's Right to Use Deliverables

Upon transfer of ownership, the Client may:

• use the deliverables internally within their business;

• use the deliverables in their own marketing and communications;

• adapt or modify the deliverables to suit their business needs;

• share the deliverables with third parties, such as employees or contractors, where necessary for internal business purposes.

The Client may not resell, sublicense, or otherwise commercially exploit the deliverables as standalone products or services without the Professional's prior written consent.

The Client may not use the Professional's name, branding, logo, or likeness in any marketing, promotional, or public-facing materials without prior written approval from the Professional.

Where the Client wishes to publicly credit the Professional — for example by stating that operations or administrative functions are supported by the Professional — this is welcomed, provided that any such credit accurately represents the nature of the working relationship and has been approved in writing in advance.

5.4 Professional's Right to Use

Subject to the confidentiality provisions set out in section 4 of these T&C, and unless the Client has submitted a written anonymity request in accordance with clause 4.3, the Professional shall be entitled to:

• reference the Client's name and logo in her portfolio and marketing materials;

• describe the work performed in general or specific terms for business development purposes;

• use visuals or documents created during the engagement as portfolio examples;

• reproduce testimonials or quotes provided by the Client, where the Client has given their express consent to do so.
   

Where the Client has submitted a written anonymity request, the Professional's portfolio rights shall be limited as set out in clause 4.3.

5.5 Moral Rights

The Professional retains the right to be identified as the creator of the deliverables where appropriate, in accordance with applicable intellectual property law. The Client shall not misrepresent the origin of the deliverables or present them as their own original creation in any context that could damage the Professional's professional reputation.

6. Data Protection and Privacy

The Professional processes all personal data relating to the Client and their business with due care and in full compliance with the General Data Protection Regulation (GDPR) and any other applicable data protection legislation.

Where the Professional processes personal data on behalf of the Client in the course of performing the agreed services, the Professional acts as a data processor and the Client acts as the data controller, as those terms are defined under the GDPR. The Client remains solely responsible for ensuring that any personal data shared with the Professional has been collected and may be processed lawfully.

The Professional's Privacy Policy, which sets out in detail how personal data is collected, used, shared, and protected, is available at: https://www.sparkedvoice.com/privacy-policy

By entering into an agreement with the Professional, the Client acknowledges having read and understood the Privacy Policy.

7. Liability

7.1 Limitation of Liability

The Professional's liability for any loss or damage arising out of or in connection with the performance or non-performance of services under these T&C shall be strictly limited to direct damages caused by her own demonstrable fault, gross negligence, or wilful misconduct.

The Professional shall not be liable for any indirect, consequential, or incidental loss or damage, including but not limited to loss of revenue, loss of profit, loss of data, or reputational damage, even if the Professional has been advised of the possibility of such loss.

7.2 Cap on Liability

Except in cases of gross negligence or wilful misconduct, the Professional's total aggregate liability under or in connection with these T&C shall not exceed the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

7.3 Third-Party Tools and Service Providers

The Professional shall not be liable for any delays, interruptions, errors, or damages arising from or connected to the use of third-party software, platforms, or service providers used in the delivery of services, including but not limited to Google Workspace, Dubsado, Trello, ClickUp, Stripe, Wise, Whatsapp and Slack. The Client acknowledges that such tools are subject to their own terms of service and that the Professional has no control over their availability or performance.

7.4 Force Majeure

The Professional shall not be held in breach of these T&C where failure to perform results from a Force Majeure event.
For the purposes of these T&C, Force Majeure means any cause or circumstance beyond the Professional's reasonable control that permanently or temporarily prevents the fulfilment of her obligations, including but not limited to: war or danger of war, civil unrest, natural disasters (including fire, flood, or earthquake), riot, strike, transport disruptions, computer system failures, power outages, pandemic, epidemic, or any other threat to public health, and prolonged illness.

Where a Force Majeure event occurs, the affected obligations shall be suspended for the duration of the event. The Professional shall notify the Client as soon as reasonably practicable upon becoming aware of a Force Majeure situation.

7.5 Termination for Prolonged Force Majeure

If a Force Majeure event continues for more than sixty (60) consecutive days, either party shall be entitled to terminate the engagement, or the affected part thereof, by written notice to the other party, without liability for damages or compensation on either side.

8. Term and Termination

8.1 Term

These T&C shall enter into force on the date the Client accepts the Quote (the "Effective Date") and shall remain in force until the Professional has completed the services as defined in the Quote and received all payments due under these T&C, unless terminated earlier in accordance with the provisions below.

8.2 Termination for Convenience

Either party may terminate the engagement for convenience by providing the other party with written notice. Termination shall take effect at the end of the billing cycle in which notice was received. Where notice is received after the next billing date, termination shall take effect at the end of the following billing cycle. For the avoidance of doubt, the engagement shall not terminate mid-cycle, and the Client shall remain liable for the full fees applicable to the final billing cycle. 

For engagements not billed on a monthly cycle, termination takes effect on the date specified in the written notice.
In the event the Client terminates the engagement for convenience, the Professional shall be entitled to retain all payments received up to the date of termination. Additionally, the Client shall pay the Professional for all work completed up to the termination date, calculated on a pro-rata basis according to the percentage of completion, plus any expenses already incurred by the Professional on the Client's behalf.

In the event the Professional terminates the engagement for convenience, the Professional shall refund the Client any amounts already paid corresponding to hours not yet performed in the final billing cycle, calculated on a pro-rata basis. The Professional shall remain entitled to full payment for all work completed and expenses incurred up to the date of termination.

8.3 Termination for Cause

Either party may terminate the engagement with immediate effect by written notice to the other party in the following circumstances:

1. The other party commits a material breach of any provision of these T&C and fails to remedy that breach within fourteen (14) working days of receiving written notice specifying the nature of the breach; or

2. The other party becomes insolvent, is subject to bankruptcy proceedings, is placed into receivership, or becomes subject to any analogous insolvency proceedings under applicable law.
    

8.4 Effects of Termination

Upon termination for any reason, the following shall apply:

1. The Client shall immediately settle all outstanding fees for services rendered up to the date of termination, together with any reimbursable expenses incurred by the Professional;

2. Each party shall return or, where return is not practicable, destroy any confidential information belonging to the other party, in accordance with section 4 of these T&C;

3. The Client shall promptly revoke the Professional's access to all shared systems and platforms, in accordance with clause 2.2 of these T&C.
    

8.5 Survival

The following provisions shall survive the termination or expiry of these T&C and remain in full force and effect:

• Section 3 (Quote and Fees);

• Section 4 (Confidentiality);

• Section 5 (Intellectual Property Rights);

• Section 6 (Data Protection and Privacy);

• Section 7 (Liability);

• Section 9 (Applicable Law and Jurisdiction).

 
9. Applicable Law and Jurisdiction 

These T&C shall be governed by and construed in accordance with the laws of the Netherlands.

In the event of a dispute arising out of or in connection with these T&C, the parties commit to first attempting resolution through good-faith negotiation. If negotiation does not result in a resolution within thirty (30) working days of written notification of the dispute, the parties agree to submit the matter to mediation before initiating any legal proceedings.

If the dispute remains unresolved ninety (90) working days after the date of the initial written notification, either party may refer the matter to the competent courts as follows: For disputes involving an amount not exceeding €25,000, the parties submit to the exclusive jurisdiction of the Kantonrechter of the Rechtbank Midden-Nederland. For disputes involving an amount exceeding €25,000, the parties submit to the exclusive jurisdiction of the civil chamber of the Rechtbank Midden-Nederland.
 
10. General Provisions

10.1. Entire Agreement 

These Terms and Conditions, together with the Quote accepted by the Client, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, proposals, representations, or agreements, whether oral or written, relating to the same subject matter.

10.2. Severability 

If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable by a competent court or authority, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed from these Terms and Conditions if modification is not possible. The remaining provisions shall continue in full force and effect.

10.3. No Waiver
 
The failure of either party to enforce any provision of these Terms and Conditions on any occasion shall not constitute a waiver of that party's right to enforce such provision on any future occasion or to enforce any other provision of these Terms and Conditions.

10.4. Notices 
Any notice or communication required or permitted under these Terms and Conditions shall be made in writing and delivered by email to the contact details specified in the Quote, or to such other address as a party may notify in writing. Notices sent by email shall be deemed received on the next business day following transmission, unless the sender receives a delivery failure notification.

10.5 Amendment of Terms and Conditions 

These T&C are subject to periodic review and may be updated by the Professional from time to time. The version of these T&C applicable to any given engagement shall be the version in force at the date the Client accepts the Quote. Any subsequent amendments to these T&C shall not affect engagements already in progress unless both parties expressly agree in writing.