General Sales Terms and Conditions SalesSnacks High Impact Microlearnings

Definitions

In these General Terms of Sale (hereinafter referred to as “these Terms”) of SalesSnacks High Impact Microlearnings (hereinafter referred to as “SalesSnacks”), powered by SalesTopics Training & Consultancy B.V. in the Netherlands, the terms below shall have the following meanings:

  1. Agreement: any agreement between the Parties relating to SalesSnacks’ Services (including, among other things, Offers accepted by Client and processing agreements).
  2. Client: any legal entity, with whom SalesSnacks enters into and/or has entered into a legal relationship concerning the provision of its Services.
  3. SalesSnacks: powered by SalesTopics Training & Consultancy B.V. (Chamber of Commerce registration number: 71922733).
  4. Intellectual Property: collective name of all intangible rights to SalesSnacks’ Services and online Platform, including but not limited to trademarks and copyrights.
  5. Login Account: unique account per User to use our Services, including through the Platform.
  6. Order Confirmation: the Client’s confirmation to SalesSnacks to enter into an Agreement regarding the Services.
  7. Parties/Party: Client and/or SalesSnacks.
  8. Platform: SalesSnacks’ online learning environment to which the User and Client have access through a Login Account.
  9. Quote: any offer and/or statement by SalesSnacks to the Client regarding the provision of any Service or product, including the provision of online services and related subjects.
  10. Service Provision: all services to be provided by or on behalf of SalesSnacks, such as providing online access to the Platform, the purpose of which is to make online training materials accessible and managed through SalesSnacks’ online learning environment.
  11. User: person employed by or otherwise working within the Client’s organization who is in possession of a personal Login Account in order to use SalesSnacks’ online learning environment.

  1. Applicability

1.1. These Conditions apply to all Offers, and Agreements and performances thereof. Deviation from these Terms may only be made with SalesSnacks’ prior written consent or by written agreement thereon between SalesSnacks and the Client.

  1. Terms of Service

2.1 Use of SalesSnacks’ Services is restricted to authorized Users.

2.2 A separate personal Login Account must be created by Client for each User.

2.3 Sharing of Login accounts is not permitted.

2.4 In case of detection of abuse of Login Accounts and/or of prolonged or frequent violation of the provisions of this article, SalesSnacks reserves the right to suspend or terminate the provision of the Services without prejudice to the right to claim damages. In such case, the Client shall not be entitled to any compensation.

2.5 SalesSnacks provides no guarantees regarding the operation of the online learning environment on the (computer) systems, SMS services and networks of the Client and its Users.

2.6 SalesSnacks makes every effort at all times to carry out the delivery of the SalesSnacks Service in an optimal manner. If at any time there is an interruption in the delivery, this does not entitle the Client to (partial) refund or discount. Also in that case the Client is not entitled to set off and/or suspend his payment obligations towards SalesSnacks.

2.7 SalesSnacks is entitled to adjust the offer and content of its Services or parts thereof to improve the quality of the Services. In that case the Client is not entitled to a refund or discount.

  1. Obligations of Principal

3.1 The Client is responsible for the data provided to SalesSnacks, the use of the Services and keeping access to it confidential. The Client undertakes to use the Services within the limits of the provisions of the Agreement, these Terms and Conditions and applicable laws and regulations, including the General Data Protection Regulation (AVG).

3.2 The Client is responsible for managing the Login Accounts. In the event of employees of the Client leaving employment, access to the Services of SalesSnacks must be denied, in particular by terminating the Login Account.

3.3 The Client warrants that the information provided to SalesSnacks is correct and complete in all respects.

3.4 The Client is not permitted to rent, sell or otherwise make available or commercialize the data and Services provided by SalesSnacks (in whole or in part) to third parties other than Users without SalesSnacks’ prior written consent.

3.5 The obligation of paying fees by the Client shall continue to apply regardless of the actual use of the SalesSnacks Service by the Client and its Users.

  1. Payment and reimbursement

4.1 Invoices are sent by e-mail and the amounts invoiced include applicable sales tax and VAT.

4.2 SalesSnacks applies a payment term of immediately upon purchase, unless otherwise agreed.

4.3 Actions and discounts, unless otherwise agreed, are one-time only. Each Agreement, upon renewal, is renewed by operation of law as an Agreement to which no promotions and/or discounts apply.

4.4 If the Client fails to pay the amounts due on the payment date as described under paragraph 2 of this article, SalesSnacks is entitled to suspend access to the Services immediately and without prior notification. If the Client again fails to pay the amount due after reminders and demands, notice of default shall follow, whereby the Client shall owe the applicable statutory interest on the outstanding amount and shall also be obliged to pay the extrajudicial collection costs. Upon notice of default SalesSnacks will also be entitled to terminate the Agreement with the Client with immediate effect, without prejudice to the Client’s obligation to fulfil his payment obligations to SalesSnacks.

4.5 SalesSnacks may index the fee(s), prices and rates annually according to the European HICP (Harmonized Index of Consumer Prices) as published by Eurostat.

  1. Confidentiality, Intellectual property rights

5.1 SalesSnacks will treat confidentially all information it processes under the Agreement with the Client. 5.2 Paragraph 1 of this article may be deviated from only if:

  1. (i) the information was already common knowledge prior to entering into the Agreement;
  2. (ii) prior written consent of the relevant Party for such specific deviation has been obtained;

(iii) such information is required to be disclosed as a result of an authorized order or court order to that effect, in which case such Party shall give prior notice to the other Party, unless prohibited by law or the authorized order or court order in question.

5.3 All Intellectual Property rights in the Services, the Platform and associated online training materials are vested exclusively in SalesSnacks and/or its licensors. Nothing in these Terms implies a transfer of Intellectual Property Rights.

5.4 The Client is not permitted to reproduce, transfer and/or otherwise use and/or make available the software and/or content of SalesSnacks’ Services in any manner whatsoever without SalesSnacks’ prior written consent.

5.5 The provisions of this Article shall survive the termination of the Agreement.

  1. Limitation of liability, waiver of warranty, indemnification

6.1 The Client acknowledges and accepts that SalesSnacks’ Services are provided as is.

6.2 The Client agrees not to hold SalesSnacks liable with respect to any claims by the Client arising out of the use of the Services. The Client shall indemnify SalesSnacks against any claim or demands from any third party(ies) arising out of or through the use of the Services.

6.3 Any liability of SalesSnacks as a result of intent or deliberate recklessness on the part of SalesSnacks will be limited to the maximum amount paid out under the liability insurance taken out by SalesSnacks in that case. If, for any reason, the aforementioned insurance does not pay out or no payment is made, SalesSnacks’ liability is limited to a maximum of the amount invoiced by SalesSnacks to the Client and paid by the Client in the most recent contract year. Under no circumstances will SalesSnacks be liable for any form of indirect damage.

  1. Personal data protection

7.1 Parties may conclude a separate Agreement in which they lay down the responsibilities, agreements and mutual obligations regarding the exchange and processing of, as well as the handling of, personal data.

7.2 SalesSnacks processes personal data of the Client and its Users within the limits of legal requirements and the objectives of SalesSnacks and the Client respectively in a proper, careful and secure manner.

7.3 SalesSnacks processes Users’ personal data in accordance with its general privacy statement, which is published on SalesSnacks’ website (www.SalesSnacks.com).

  1. Final Provisions

8.1 The rights and obligations of these Terms and the provision of and access to SalesSnacks’ Services including online services and related subjects are transferable by SalesSnacks to third parties without giving the Client the possibility to terminate the Agreement. SalesSnacks will notify the Client of this. This does not affect the fact that the then entitled party must respect and continue the rights and obligations of SalesSnacks arising from the Agreement. The Client is not permitted to transfer the Agreement and/or any of his rights or obligations in the matter without the express prior written consent of SalesSnacks.

8.2 Any claim under and/or arising from the Agreement(s) will be due and payable in full with immediate effect, without further notice of default and without prior judicial intervention, if the Client files for bankruptcy or suspension of payments or is declared bankrupt. In the aforementioned cases SalesSnacks – in addition to the rights mentioned in these Terms – is authorized to terminate the Agreement with immediate effect.

8.3 If it is determined that any provision set forth in these Terms is unlawful, invalid or unenforceable, the Parties shall use their best efforts to replace the provision with a provision as close as possible to the provision to be replaced. The other provisions of these Terms will remain in full force and effect.

8.4 These Conditions are exclusively governed by Dutch law.

8.5 All disputes relating to the Agreement, these Conditions or of agreements concluded in execution of the Agreement shall be submitted exclusively to the competent court in the district of East Brabant. 8.6 In case of conflict between the various documents containing agreements between Parties, the following order of precedence shall apply:

(i) The Engagement Confirmation;
(ii) Data Exchange Agreement;
(iii) These Terms and Conditions;
(iv) Any additional Terms and Conditions.

SalesSnacks: powered by SalesTopics Training & Consultancy B.V.
Netherlands, March 20, 2025.