Terms & conditions

PART I — BUSINESS-TO-BUSINESS (B2B)

Applicable to all transactions with business customers

1. Definitions

Supplier: Spacesplus B.V., Amsterdam, The Netherlands.

Customer: any legal entity acting in the course of business and not as a consumer, including retailers, hospitality operators and project partners.

Products: all products supplied by Supplier, including cordless lighting and accessories.

Offer: any quotation issued by Supplier.

Order: any order placed by Customer.

Order Confirmation: written confirmation issued by Supplier.

Agreement: the contract formed by the Order Confirmation and these Terms.

 

2. Applicability

These Terms apply to all Offers, Orders and Agreements, to the exclusion of any customer terms, to the extent permitted by applicable law.

Deviations are valid only if agreed in writing by Supplier.

If any provision is invalid or unenforceable, the remaining provisions remain in force.

 

3. Offers and Orders

Offers are non-binding unless stated otherwise.

An Agreement is concluded only upon issuance of an Order Confirmation.

Supplier may correct obvious clerical or administrative errors.

Verbal commitments are not binding unless confirmed in writing.

 

3b. Cancellation

Customer may not cancel an Order after the Order Confirmation has been issued, unless Supplier agrees to such cancellation in writing.

If Customer cancels an Order without Supplier's written consent, Supplier shall be entitled, at its sole discretion, to either: (a) hold Customer to the Agreement and charge the full agreed price of the cancelled Order or part thereof; or (b) accept the cancellation and charge Customer for all costs already incurred, including return shipping costs, plus a cancellation fee of 15 percent of the net value of the cancelled Order.

 

4. Prices

Prices are Ex Works unless agreed otherwise and exclude VAT, duties, transport and local taxes.

Prices apply only to the specifications confirmed in the Order Confirmation.

Supplier may adjust prices prior to delivery where objectively justified by documented changes in costs, including raw materials, transport, energy, exchange rates or regulatory requirements. Supplier shall notify Customer of any such adjustment in writing as soon as reasonably possible, together with a brief explanation of the underlying cause.

If a price increase exceeds 10 percent of the confirmed Order value, Customer may cancel the affected Order without penalty within 10 business days after receipt of written notification. Cancellation requests must be submitted in writing.

 

5. Payment

Payment terms are as stated in the Order Confirmation.

Supplier may require prepayment or suspend delivery if payment risk arises.

If Customer fails to pay any invoice by its due date, Supplier is entitled to suspend all deliveries and withhold all pending Order Confirmations across all outstanding orders, regardless of whether those orders are individually in default, until all overdue amounts have been paid in full (cross-default suspension). This right applies without prior notice or court intervention. In addition, upon default, all other outstanding amounts owed by Customer to Supplier under any Agreement shall become immediately due and payable.

Customer may not set off, withhold or deduct any amounts from payments due to Supplier, whether on account of any disputed claim, counterclaim or otherwise, without the prior written consent of Supplier.

Any complaints regarding invoices must be submitted in writing within 10 days of the invoice date. Failure to submit a timely complaint shall result in all claims relating to that invoice lapsing.

Late payments accrue statutory commercial interest under Dutch law from the due date until the date of full payment.

All collection and enforcement costs are for Customer, to the extent permitted by applicable law.

 

6. Delivery and Risk

Delivery times are indicative unless explicitly agreed as fixed.

Incoterms 2020 apply unless stated otherwise.

Risk transfers according to the agreed Incoterm.

Partial deliveries are permitted.

Time for delivery shall not be of the essence. Delays in delivery do not entitle Customer to any damages, cancellation, price reduction or set-off, except where mandatory law applies. Any liability for liquidated damages, penalty clauses or similar contractual penalties in connection with delivery delays is expressly excluded to the maximum extent permitted by applicable law.

 

7. Inspection, Claims and Returns

Customer must inspect Products for visible defects within 10 business days after delivery. Claims for visible defects must be submitted in writing with supporting evidence within this period. Failure to report within this period constitutes acceptance of the Products with respect to visible defects.

Claims for hidden defects that could not reasonably have been detected during the initial inspection must be submitted in writing within 14 days after discovery, and in any event within the applicable warranty period.

Minor deviations in the Products that, taking all circumstances into account, have no or only negligible effect on the use value of the Products, shall not constitute a defect and shall not entitle Customer to any remedy. Supplier is not liable for slight differences between samples, catalogues or other pre-delivery representations and the actual Products delivered, unless such differences result in a substantial change to the technical or aesthetic characteristics of the Products.

If Customer puts the delivered Products into use without having submitted a written claim within the applicable inspection period, delivery shall be deemed to have been accepted with respect to visible defects that could reasonably have been detected during such inspection. This provision does not affect Customer’s right to claim for hidden defects in accordance with this Article.

In B2B transactions, Customer has no right to return Products that conform to the Agreement. Returns of non-defective Products are not accepted.

Returns are only permitted where Products are defective and covered under the warranty in Article 8, or where Supplier has provided prior written authorisation on an exceptional basis at its sole discretion. Where Supplier exceptionally agrees to accept a return of non-defective Products, such return must be initiated within 30 days of written authorisation, the Products must be unused and in original packaging, and a restocking fee of 15 percent of the net invoice value will be charged.

 

8. Warranty

Supplier warrants the Products against manufacturing defects for one (1) year from the date of delivery.

Normal wear and tear does not constitute a defect, including battery capacity degradation, cosmetic wear, coating changes and surface marks resulting from intensive or professional use.

Warranty excludes damage caused by misuse, improper charging, incorrect installation, modification, unsuitable environments or failure to follow instructions.

Supplier may, at its discretion, repair, replace or issue a credit for defective Products.

Where Products are supplied together with or include components, chargers, adapters or accessories manufactured by third parties, Supplier remains Customer’s first point of contact for warranty claims. Supplier shall use reasonable efforts to facilitate claims against the relevant third-party manufacturer and, to the extent possible, pass through any warranty provided by that manufacturer. Supplier does not provide an independent warranty in addition to what the third-party manufacturer provides, and accepts no liability beyond the scope of that manufacturer’s warranty.

All implied warranties are excluded to the extent permitted by applicable law.

 

9. Use, Installation and Service Scope

Customer is solely responsible for placement, installation, fixation and use of the Products.

Customer shall ensure that all instructions, manuals and safety information provided by Supplier in connection with the Products are passed on to and made available to end users prior to or at the time of installation or use. Failure to do so shall release Supplier from any liability arising from end users’ non-compliance with such instructions.

Supplier is not responsible for damage, loss or injury resulting from installation choices or use conditions, unless agreed in writing.

This Agreement covers supply of Products only. No installation or service obligations apply unless agreed separately.

 

10. Liability

Supplier is liable only for direct damages, to the extent permitted by applicable law.

Supplier is not liable for indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of business or reputational damage.

Total liability is limited to the net invoice value of the relevant Order, with a maximum of EUR 25,000 per event and EUR 50,000 in aggregate per calendar year across all claims and events.

Nothing in these Terms limits liability under mandatory product liability law or in cases of wilful misconduct or gross negligence.

 

11. Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, government actions, strikes, transportation disruptions, energy shortages or failure of third-party suppliers (force majeure).

The affected party must notify the other party of the force majeure event in writing within 5 business days of its occurrence, stating the expected duration and impact on performance.

Performance obligations are suspended for the duration of the force majeure event.

If the force majeure event continues for more than 60 consecutive days, either party may terminate the affected Order by written notice, without liability to the other party, except for payment of amounts already due.

 

12. Retention of Title

Title to Products remains with Supplier until full payment of all amounts owed under the Agreement.

Customer may resell Products in the ordinary course of business, provided that Customer has not defaulted on any payment obligation.

Supplier may reclaim unpaid Products where legally permitted. Customer shall grant Supplier reasonable access to reclaim such Products.

 

13. Intellectual Property

All intellectual property rights in the Products, including designs, trademarks, patents, trade secrets and copyrights, remain with Supplier.

Customer may not use Supplier’s designs, trademarks or other intellectual property without prior written consent from Supplier.

Customer shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, copy, reproduce, imitate or have manufactured any Product or any part thereof, whether directly or indirectly, without the prior written consent of Supplier.

Unless explicitly agreed otherwise in writing, custom or bespoke products developed by Supplier remain the intellectual property of Supplier, irrespective of any Customer contribution to specifications or costs.

 

14. Product Compliance

Supplier warrants that Products placed on the EU market comply with applicable EU product safety and regulatory requirements at the time of delivery, including CE marking requirements, the RoHS Directive and the EU Battery Regulation (2023/1542) where applicable.

Customer is solely responsible for verifying and ensuring compliance with all applicable regulations in the jurisdiction where the Products are used, resold or further distributed, including outside the European Union.

In the event of a product safety issue, defect or non-compliance identified by Supplier or a competent authority, Customer shall cooperate fully with any recall, withdrawal or corrective action initiated by Supplier or required by law. This includes, without limitation, ceasing further sales, notifying end customers, segregating affected stock and returning Products as directed by Supplier.

Supplier shall bear the reasonable and documented direct costs of a recall caused by a manufacturing defect attributable solely to Supplier. Recalls caused by Customer’s misuse, non-compliant installation or distribution outside agreed markets are at Customer’s cost.

 

15. Export Control

Customer acknowledges that the Products may be subject to export control laws and regulations of the European Union, the Netherlands and, where applicable, the United States or other jurisdictions.

Customer is solely responsible for compliance with all applicable export control, trade sanctions and customs regulations in connection with the purchase, use, resale, transfer or further distribution of the Products.

Customer represents and warrants that it will not sell, transfer or otherwise make the Products available to any end user, country or destination that is subject to applicable trade sanctions or export restrictions.

Supplier may, without any liability to Customer, refuse, withhold, cancel or suspend any Order or delivery if Supplier determines, in its sole and reasonable discretion, that fulfilling such Order may violate applicable export control laws, trade sanctions or similar regulatory requirements. Supplier shall notify Customer of such refusal or cancellation in writing. Any amounts paid by Customer for a cancelled Order shall be refunded, minus any costs already incurred by Supplier.

 

16. Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with the Agreement, including pricing, product specifications, business plans and customer data, and shall not disclose such information to third parties without prior written consent. Each party may disclose confidential information to its affiliates (being entities that directly or indirectly control, are controlled by, or are under common control with that party), provided that such affiliates are bound by confidentiality obligations no less protective than those set out in this Article and the disclosing party remains liable for any breach by its affiliates.

The confidentiality obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law or court order.

This obligation survives termination of the Agreement for a period of three (3) years.

 

17. Data Protection

Each party shall comply with applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR), in connection with the processing of personal data under or in connection with the Agreement.

Where Supplier processes personal data on behalf of Customer as a processor, the parties shall enter into a data processing agreement as required by applicable law.

Each party is responsible for the lawful processing of personal data within its own organisation and shall implement appropriate technical and organisational measures to protect such data.

 

18. Termination and Order Cancellation

Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy such breach within 14 business days of receiving written notice specifying the breach in reasonable detail.

Supplier may terminate the Agreement with immediate effect, without prior notice, if Customer fails to make payment when due, becomes insolvent, is subject to bankruptcy or suspension of payments proceedings, or ceases to carry on business.

Supplier reserves the right to cancel a confirmed Order, in whole or in part, by written notice to Customer, on reasonable grounds, including: (a) significant and unforeseen increases in input costs, material unavailability or supply chain disruptions that make fulfilment objectively unviable, provided Supplier has taken reasonable steps to mitigate such circumstances; (b) inability to source materials or components required for production within a reasonable timeframe despite reasonable efforts; or (c) discontinuation of the relevant Products due to verified changes in Supplier’s product portfolio. Supplier shall notify Customer promptly upon becoming aware of such circumstances, and shall refund any amounts already paid for the cancelled Order within 14 days. Supplier shall have no further liability to Customer in such cases.

Outstanding invoices become immediately due and payable upon termination.

Termination does not affect any rights or obligations that have accrued prior to the date of termination.

 

19. Governing Law and Jurisdiction

Dutch law applies to the Agreement and these Terms.

The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Any disputes arising from or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, unless Supplier elects to refer the dispute to arbitration under the rules of the Netherlands Arbitration Institute (NAI), in which case the arbitral tribunal shall apply Dutch law and seat the arbitration in Amsterdam.

 

20. Final Provisions

These Terms replace and supersede all previous versions of Spacesplus B.V. General Terms and Conditions.

Supplier reserves the right to amend these Terms. Amendments will be notified to Customer in writing and take effect 30 days after notification, unless Customer objects in writing within that period. Continued ordering after the effective date constitutes acceptance of the amended Terms.

These Terms are governed by the version in force at the time the Order Confirmation is issued.

Nothing in the Agreement or these Terms shall be construed to create a partnership, joint venture, agency, employment or franchise relationship between Supplier and Customer. Customer is an independent third party and has no authority to bind, represent or act on behalf of Supplier in any manner.

 

PART II — CONSUMER (B2C)

Applicable to consumer transactions within the European Union

Your key rights at a glance

•  Right of withdrawal: you may return any product within 14 days of receipt, without giving a reason.

•  Warranty: 2 years from date of delivery for manufacturing defects.

•  Complaints: contact us at info@humblelights.com — we respond within 14 days.

•  Your EU consumer rights always apply, regardless of the law stated in this document.

 

1. Definitions

In these Terms and Conditions, the following terms have the meanings set out below:

Cooling-off period: the 14-day period during which the consumer may exercise the right of withdrawal.

Consumer: any natural person not acting in the course of a profession or business who enters into a distance contract with the Entrepreneur.

Day: calendar day.

Durable medium: any instrument enabling the storage of information in a way accessible for future reference and allowing unchanged reproduction of the information stored.

Right of withdrawal: the consumer’s right to withdraw from a distance contract within the cooling-off period without giving any reason.

Entrepreneur: Spacesplus B.V., trading as HUMBLE, a private limited company incorporated under Dutch law, registered office at Koivistokade 74, 1013 BB Amsterdam, the Netherlands, Chamber of Commerce number 72575328, VAT number NL859158925B01. Contact: info@humblelights.com.

Distance contract: a contract concluded between the Entrepreneur and the consumer under an organised distance sales scheme without the simultaneous physical presence of both parties.

Terms and Conditions: these general terms and conditions.

 

2. Scope of Application and Territory

These Terms and Conditions apply to all offers made by the Entrepreneur and to all distance contracts and orders concluded between the Entrepreneur and consumers located in the European Union.

The Entrepreneur delivers products to consumers located within the European Union only. Orders from addresses outside the EU cannot be accepted via this website.

Before a distance contract is concluded, the consumer will be provided with these Terms and Conditions in a manner that allows them to be stored on a durable medium. If this is not reasonably possible, the Terms and Conditions will be provided free of charge upon request.

If any provision of these Terms and Conditions is found to be void or unenforceable, the remaining provisions shall remain in full force and effect.

 

3. The Offer

All offers in the webshop are non-binding. The Entrepreneur is entitled to amend or withdraw an offer at any time before an order is confirmed.

Each offer contains a complete and accurate description of the products offered, sufficiently detailed to allow the consumer to make a proper assessment. Images used are an accurate representation of the products offered, though slight variations in colour may occur due to screen settings and product batches.

All prices displayed are inclusive of VAT. Applicable shipping costs are clearly stated before the consumer completes the order.

All prices are subject to typographical errors. The Entrepreneur is not bound by an obviously incorrect price resulting from a misprint.

The Entrepreneur accepts the following payment methods: [INSERT ACCEPTED PAYMENT METHODS]. All transactions are processed securely.

 

4. Conclusion of Agreement

The agreement is concluded at the moment the consumer accepts the offer and completes the order process.

If the consumer places an order electronically, the Entrepreneur will confirm receipt by email without delay. Until the order is confirmed by the Entrepreneur, the consumer may cancel the agreement free of charge.

All orders are subject to the availability of the products. The Entrepreneur reserves the right to refuse an order or propose an alternative if a product is no longer available.

The contract will be stored by the Entrepreneur and the consumer may request a copy at any time by contacting info@humblelights.com. The contract language is English.

 

5. Right of Withdrawal

The consumer has the right to withdraw from the agreement within 14 days of receiving the products, without giving any reason.

During the cooling-off period, the consumer shall handle the product and its packaging with care. Products may only be unpacked or used to the extent necessary to assess whether the consumer wishes to keep them.

To exercise the right of withdrawal, the consumer must notify the Entrepreneur within the 14-day cooling-off period by sending a clear written statement to info@humblelights.com, or by completing and returning the standard withdrawal form (available on request).

After notifying withdrawal, the consumer shall return the product within 14 days to the following address: Spacesplus B.V., Koivistokade 74B, 1013 BB Amsterdam, the Netherlands. Products must be returned in their original packaging where possible.

The consumer bears the direct cost of return shipping, provided the Entrepreneur has clearly communicated this before the conclusion of the agreement.

The Entrepreneur will reimburse all payments received from the consumer, including the original standard shipping costs, within 14 days of receiving the returned product or proof of return (whichever is earlier), using the same payment method as the original transaction.

The right of withdrawal does not apply to products made to the consumer’s specifications or that are clearly personalised.

 

6. Price

All prices are inclusive of VAT and are stated in euros.

Where the Entrepreneur displays a price reduction or promotional price, the reference price shown is the lowest price applied to that product in the preceding 30 days, in accordance with Directive (EU) 2019/2161 (Omnibus Directive).

Price increases within 3 months of conclusion of the agreement are only permitted if they result from statutory regulations.

Price increases more than 3 months after conclusion of the agreement are only permitted if they result from statutory regulations or provisions, or if the consumer has the right to terminate the agreement on the day the price increase takes effect.

 

7. Delivery

The Entrepreneur will fulfil accepted orders promptly and in any event within 30 days of the order confirmation, unless a longer delivery period has been expressly agreed. If delivery is delayed or if an order cannot be (fully) fulfilled, the consumer will be notified and will have the right to dissolve the agreement without penalty.

Stated delivery times are indicative. Exceeding a delivery time does not automatically entitle the consumer to compensation unless the delay is attributable to the Entrepreneur and the consumer has first given the Entrepreneur a reasonable opportunity to deliver.

If dissolution occurs due to non-delivery, the Entrepreneur will refund any amounts already paid within 14 days.

The risk of damage or loss of products rests with the Entrepreneur until the moment of delivery to the consumer or a representative designated by the consumer.

If delivery of an ordered product proves impossible, the Entrepreneur will attempt to offer a suitable replacement. The consumer retains the right of withdrawal in respect of a replacement product, with return costs borne by the Entrepreneur.

 

8. Compliance and Warranty

The Entrepreneur warrants that products conform to the agreement, the specifications stated in the offer, and reasonable standards of reliability and usability, in accordance with applicable EU consumer law.

The statutory warranty period is two (2) years from the date of delivery. During this period, the consumer is entitled to repair, replacement, a price reduction or a refund in the event of a lack of conformity, in accordance with Directive (EU) 2019/771.

Any defects or incorrectly delivered products must be reported in writing to the Entrepreneur within a reasonable time after discovery, and in any event within 14 days after the consumer could reasonably have discovered the defect. Reports can be sent to info@humblelights.com.

The warranty does not apply where the product has been modified, repaired by third parties without authorisation, or damaged through misuse, careless handling, or failure to follow the instructions provided by the Entrepreneur.

Where products are supplied together with or incorporate components, chargers or accessories manufactured by third parties, the Entrepreneur passes through any warranty provided by the relevant third-party manufacturer to the extent possible, but provides no additional independent warranty in respect of such components.

 

9. Batteries, Product Safety and Compliance

The Products contain rechargeable lithium-ion batteries. In accordance with EU Battery Regulation (EU) 2023/1542 and the General Product Safety Regulation (EU) 2023/988, the following information applies:

Battery type: rechargeable lithium-ion (Li-ion). The batteries are integrated into the Products. Removal by the consumer may damage the product and voids the warranty. If battery replacement is required after the warranty period, please contact the Entrepreneur at info@humblelights.com.

Batteries and electrical products must not be disposed of with general household waste. They must be taken to an authorised battery or WEEE (Waste Electrical and Electronic Equipment) collection point in accordance with local regulations. Information on collection points is available from your local municipality, retailer or at www.recupel.be (Belgium), www.wecycle.nl (Netherlands) or the equivalent authority in your country.

The Products carry CE marking and comply with applicable EU product safety and regulatory requirements at the time of delivery, including the RoHS Directive, applicable WEEE requirements, and the EU Battery Regulation (2023/1542).

For product safety concerns or to report a safety issue, consumers can contact the Entrepreneur at info@humblelights.com. The Entrepreneur maintains a product safety contact point as required under Regulation (EU) 2023/988.

 

10. Payment

Amounts due must be paid at the time of order, or within the timeframe stated during the checkout process.

The consumer is obliged to report any inaccuracies in payment information to the Entrepreneur without delay.

In the event of non-payment, the Entrepreneur is entitled to charge reasonable costs, within the limits permitted by applicable law.

 

11. Privacy and Personal Data

The Entrepreneur processes personal data in connection with the conclusion and performance of agreements. This processing is carried out in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Entrepreneur’s Privacy Policy, which is available at www.humblelights.com/pages/privacy-policy.

By placing an order, the consumer acknowledges that the Entrepreneur will process personal data such as name, address, email address and payment information for the purpose of fulfilling the order, communicating about the order, and complying with legal obligations.

The consumer may exercise their rights under the GDPR (including the right of access, rectification, erasure and portability) by contacting the Entrepreneur at info@humblelights.com.

 

12. Complaints Procedure

The Entrepreneur handles all complaints with care. Complaints about the performance of the agreement should be submitted clearly and in full to the Entrepreneur within a reasonable time after identifying the issue, and preferably within 14 days, by email to info@humblelights.com. This timeframe is a guideline to facilitate prompt handling and does not limit or affect the consumer’s statutory rights under applicable EU consumer law.

Complaints will be handled within 14 days of receipt. If a complaint requires more time to process, the Entrepreneur will acknowledge receipt within 14 days and indicate when a substantive response can be expected.

If a complaint is found to be well-founded, the Entrepreneur will, at its discretion, repair or replace the product free of charge, or offer a refund.

If the complaint cannot be resolved through direct contact, the consumer may submit the dispute to an alternative dispute resolution (ADR) body. In the Netherlands, consumers may contact the Geschillencommissie (www.degeschillencommissie.nl). Consumers in other EU member states may contact the relevant national ADR body or use their national consumer protection authority.

 

13. Force Majeure

The Entrepreneur shall not be liable for any failure or delay in the performance of its obligations where such failure or delay results from circumstances beyond the Entrepreneur’s reasonable control, including but not limited to natural disasters, pandemics, war, government actions, strikes, transportation disruptions or energy shortages.

In such circumstances, the Entrepreneur will notify the consumer as soon as reasonably possible and will fulfil the order as soon as circumstances permit. If the delay exceeds 30 days, the consumer may cancel the order without penalty and will receive a full refund of any amounts already paid, within 14 days of cancellation.

 

14. Governing Law

These Terms and Conditions and all agreements and orders are governed by Dutch law. The Vienna Sales Convention (CISG) is excluded.

A choice of Dutch law does not deprive consumers resident in the European Union of the protection afforded to them by the mandatory provisions of the law of their country of residence, in accordance with Regulation (EC) No 593/2008 (Rome I). EU consumers always retain their statutory consumer rights under the law of their country of residence.

Disputes may be submitted to the competent court in the Netherlands or to the competent court in the consumer’s country of residence.

 

15. Final Provisions

Any derogations from these Terms and Conditions that are more favourable to the consumer are valid only if agreed in writing or recorded on a durable medium.

These Terms and Conditions replace all previous versions. The version in force at the time of the order applies to that order.

The Entrepreneur reserves the right to amend these Terms and Conditions. Consumers will be informed of material changes. Changes do not affect orders already placed.