Chapter A – General Provisions

Article 1 – Order of Precedence

In the context of the Agreement, the following documents shall apply in the following order of precedence, whereby the document with the lowest number prevails:

1. The quotation

2. The Agreement

3. The supplementary conditions of Chapter B

4. The general provisions (Chapter A) of the General Terms and Conditions

5. The appendices to the quotation and/or Agreement

 

Article 2 – Definitions

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

• General Terms and Conditions: the General Terms and Conditions of the Contractor

• Third Parties: any person other than the Client and the Contractor

• Electronic Communication Medium: email address, messaging via telephone number (including WhatsApp, MMS, SMS), contact form via the Contractor’s website, social media (LinkedIn, Instagram, X (formerly Twitter)), Notion

• Data: usernames, codes and passwords, documents, software and/or data files

• Client: the counterparty of the Contractor

• Contractor: Adverge B.V.

• Agreement: the agreement between the Contractor and the Client

• Force Majeure: war, threat of war, civil war, riots, unrest, terrorism, strikes, occupation of premises, exclusion, fire, environmental and water damage, flooding, government measures, disruptions in energy supply or business resources, construction stops, unavailability of auxiliary personnel or machines, sudden incapacity of employees, unavailability of employees due to resignation or termination during probation, epidemic, pandemic, computer network failures, unworkable days, strikes, unworkable weather (as determined by the Contractor: cold and/or wet weather), and other events causing stagnation in business operations which cannot reasonably be attributed to the Contractor

• Party/Parties: the Contractor and/or the Client

• In Writing: in writing or via an Electronic Communication Medium

• Working Day(s): Monday through Friday, excluding public holidays or collective rest days

 

Article 3 – General

1. These General Terms and Conditions apply to every offer, quotation and Agreement between the Contractor and a Client to which the Contractor has declared these conditions applicable, insofar as not expressly deviated from in writing by the Parties.

2. These conditions also apply to Agreements for which Third Parties are engaged by the Contractor.

3. The applicability of any general terms and conditions of the Client is expressly rejected.

4. If one or more provisions are null or void, the remaining provisions shall remain fully applicable. The Parties shall consult to replace such provision with one that best reflects the original intent.

5. Failure by the Contractor to enforce strict compliance does not imply waiver of rights.

 

Article 4 – Quotations and Offers

1. All quotations and offers are without obligation unless a validity period is stated.

2. The Contractor is not bound by obvious mistakes or clerical errors.

3. Prices are exclusive of VAT and additional costs unless stated otherwise.

4. Deviating acceptances do not bind the Contractor unless explicitly accepted.

5. Composite quotations do not oblige partial performance.

 

Article 5 – Formation and Duration of the Agreement

1. An Agreement is concluded upon signing, digital confirmation, or commencement of performance.

2. Agreements are entered into for a fixed term unless otherwise agreed. If no term is specified, the term shall be three months.

3. The Agreement is tacitly extended for the originally agreed period unless terminated in writing with one month’s notice before the end of the term.

 

Article 6 – Deadlines

1. Agreed deadlines are not fatal deadlines. The Client must provide written notice of default.

2. All claims lapse one year after the Client became aware or could reasonably have become aware of the claim.

3. This limitation period cannot be suspended.

 

Article 7 – Performance of the Agreement

1. The Contractor shall perform the Agreement to the best of its knowledge and ability and in accordance with good workmanship.

2. Work is performed from the Contractor’s or suppliers’ locations.

3. The Contractor may engage Third Parties. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are excluded.

4. The Client shall provide facilities if work is performed on-site.

5. Confidential Data shall be kept confidential.

6. The Contractor may invoice work in phases.

7. The Client shall timely provide all necessary Data.

8. Changes not instructed in writing are not binding.

9. Project agreements may be terminated with one month’s notice after three months.

 

Article 8 – Price and Payment

1. All prices are exclusive of VAT and stated in euros.

2. No rights can be derived from estimates unless agreed in writing.

3. Multiple Clients are jointly and severally liable.

4. Contractor’s administration constitutes full evidence.

5. Price increases due to unforeseen circumstances are permitted.

6. Payment must be made within fourteen days of invoice date.

7. Late payment results in statutory interest of 1% per month.

8. Set-off is not permitted. Extrajudicial costs amount to 15% with a minimum of €250.

 

Article 9 – Dissolution, Suspension and Termination

1. Dissolution is only possible after written notice of default.

2. Performed services remain payable.

3. Interim termination by the Client is not permitted for fixed-term agreements.

4. The Contractor may suspend or dissolve the Agreement in cases of default, insolvency or reasonable concern of non-performance.

5. Claims become immediately due upon dissolution.

6. Client is liable for resulting damages.

 

Article 10 – Force Majeure

1. The Contractor is not obliged to perform in case of Force Majeure.

2. Either Party may dissolve the Agreement after two months of Force Majeure.

3. Performed work may be invoiced separately.

4. The Client must pay such invoice as if it were a separate Agreement.

 

Article 11 – Complaints and Limitation Period

1. Complaints must be submitted in writing within seven days of discovery.

2. Late complaints forfeit rights to recovery.

 

Article 12 – Liability

1. Liability is limited as described in this article.

2. No liability for incorrect or incomplete Data provided by the Client.

3. Liability is limited to the invoice value of the relevant order.

4. Total liability shall never exceed €2,500.

5. Only direct damage is eligible for compensation.

6. Indirect damage, including loss of profit or business interruption, is excluded.

7. These limitations do not apply in cases of intent or gross negligence.

 

Article 13 – Indemnification

1. The Client indemnifies the Contractor against third-party claims related to the Agreement.

2. The Client shall assist in defense against such claims.

3. All related costs are borne by the Client.

 

Article 14 – Intellectual Property

1. All intellectual property rights remain vested in the Contractor unless agreed otherwise.

2. The Contractor may reuse accumulated knowledge.

3. The Contractor may use the Client’s name and logo on its website.

4. Personal names are deemed approved under GDPR.

5. Client guarantees supplied materials are rights-free.

 

Article 15 – Applicable Law and Disputes

1. Dutch law applies exclusively.

2. The competent court is the court of the Contractor’s registered office.

3. Parties shall first attempt amicable settlement.

 

Chapter B – Special Provisions (Services)

Article 16 – Definitions

Services include:
a. One-time setup
b. Google Ads Management
c. Social Ads Management
d. Google Ads Coaching

Client Portal: digital platform for services, communication and updates.

 

Article 17 – Services

1. All Services are provided on a best-efforts basis.

2. No liability for misuse of access codes unless due to intent or recklessness.

3. Contractor is not obliged to follow instructions altering scope.

4. Service levels must be agreed in writing.

5. Maintenance downtime is excluded from availability calculations.

6. Backups are not included.

7. The Contractor may dissolve the Agreement for prohibited campaign content.

 

Article 18 – Client Portal

1. Work, agreements and hours are recorded in the Client Portal.

2. Portal records are deemed correct unless proven otherwise.

3. Client is responsible for login security.

4. Access may be blocked in specified cases.

5. Messages via the portal are deemed sent by the Client.

 

Article 19 – Performance of Services

1. Monthly updates are provided quarterly unless agreed otherwise.

2. Changes are confirmed in writing via the Client Portal.

3. Failure to implement advice may lead to suspension or dissolution.

Date: 01-01-2024
Name: Adverge B.V.
Address: Nieuwe Kazernelaan 2, D86, 6711 JC Ede
Email: info@adverge.nl