Terms and Conditions

Article 1. Definitions

1. General Terms and Conditions: The present General Terms and Conditions.
   2. Adverge b.v., established at Nieuwe Kazernelaan 2, D86, 6711 JC Ede and registered with the Chamber of Commerce under number 89439937, also to be found at https://adverge.com/.
   3. Service(s): services as described in the Agreement.
   4. Products: all products as described in the Agreement.
   5. Intellectual Property Rights: rights (of intellectual property) including but not limited to copyright (including of course the copyright on software), database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
   6. Quotation: a written offer by Adverge b.v..
   7. Client: the natural person or legal entity, whether or not acting in the course of a profession or business, that has concluded an Agreement with Adverge b.v..
   8. Completion: will take place after the Client’s approval, after the Client has put the work into use, or by notifying the Client, after which no response has been received from the Client within 7 days after notification.
   9. Agreement: The agreement between the Parties pursuant to which Adverge b.v. provides his Services to the Client, and of which the General Terms and Conditions form an inseparable part.
   10. Party(ies): Adverge b.v. and the Client together or separately.
   11. Confidential Information: non-public information related to a Party and information of which a Party indicates that such information is confidential or which, according to the nature of the information or under the circumstances under which the disclosure takes place, should be treated as confidential.
   12. Employee: The person who is employed by one of the Parties or who performs work for the Party concerned on an assignment basis.
   13. Business Customer: the Client acting in the course of a profession or business.

Article 2. Applicability and interpretation.

1. The General Terms and Conditions shall apply to and form part of every (legal) act related to the preparation, conclusion or performance of the Agreement. The General Terms and Conditions also apply to all subsequent Agreements between the Client and Adverge b.v., if the Client has accepted their validity in previous Agreements with Adverge b.v..
   2. The applicability of any purchasing or other terms and conditions of the Client is expressly excluded.
   3. Provisions or conditions stipulated by the Client that deviate from, or are not included in, the General Terms and Conditions shall only apply to the Agreement insofar as the Parties agree to this in writing.
   4. In the event that specific product, promotional or service conditions apply in addition to these General Terms and Conditions, these conditions will also apply.

Article 3. Conclusion of the Agreement

1. All Quotes and other offers by Adverge b.v. are without obligation and valid for 30 days.
   2. The Agreement shall be concluded by the Client accepting Adverge b.v.’s offer and complying with the conditions stipulated by Adverge b.v..
   3. An offer will in any case be deemed to have been accepted if the Agreement is executed without any objections. The offer can be accepted verbally or in writing.

Article 4. Execution of the Agreement

1. Adverge b.v. shall start the performance after the conclusion of the Agreement, on the date or time as agreed in the Agreement. If no date of performance has been agreed upon, Adverge b.v. shall immediately start performing the Agreement.
   2. If delivery cannot be made within the agreed term, Adverge b.v. shall notify the Client. Corporate Client shall be deemed to agree to a new delivery date.
   3. The Client acknowledges that it has no authority to instruct the Services to be provided by Adverge b.v. for the performance of the Agreement.
   4. The Client shall do and refrain from doing everything that is reasonably necessary and desirable to enable the timely and correct performance of the Agreement. In particular, the Client shall ensure that all information, which Adverge b.v. indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the assignment, is provided to Adverge b.v. in a timely manner.
   5. If and insofar as required for the proper performance of the Agreement, Adverge b.v. shall be entitled to engage third parties for the performance of the Agreement. The General Terms and Conditions shall also apply to the work performed by third parties within the framework of the Agreement. These third parties are not authorised to represent the client.
   6. Adverge b.v. shall not be obliged to have work performed by third parties designated by the Client. The Client shall be liable for goods for the performance of the Agreement that are prescribed by or on behalf of the Client, or are or would be supplied by a supplier designated by the Client, as well as for the non-delivery or late delivery thereof.

Article 5. Duration and termination of the Agreement

1. The duration of the Agreement shall be fixed in the Agreement. If no duration is included, the Agreement is entered into for the duration of 3 months. The Agreement is always tacitly extended by one month until the moment of resignation.
   2. Business Customer can terminate the Agreement, subject to a notice period of 1 calender month.
   3. In the event of cancellation, the Client will have to pay the full remaining amount. The amounts shall remain payable after termination of the Agreement and shall be immediately due and payable from the date of termination.
   4. Adverge b.v. may suspend or terminate the Agreement at any time if:

o Client is in default with respect to a material obligation;
o The Client has been declared bankrupt
o Client has been granted suspension of payments;
o Business Customer’s company is dissolved or liquidated.

5. Obligations which by their nature are intended to continue after the end of the Agreement shall continue in full force and effect after the end of the Agreement and shall apply to Customer and its legal successors.

Article 6. Price and payment

1. The Client shall pay Adverge b.v. the amount stated in the Agreement. All prices quoted by Adverge b.v. are in Euros.
   2. All prices quoted by Adverge b.v. are exclusive of value added tax (VAT) and other government levies, unless stated otherwise.
   3. Each invoice shall be subject to a payment term of 14 days.
   4. If a price is based on data provided by the Client and those data prove to be incorrect, Adverge b.v. shall be entitled to adjust the price accordingly, even after the Agreement has been concluded.
   5. If the Client fails to timely meet his payment obligation(s), Adverge b.v. will notify the Client of the late payment. After notification of the late payment, Adverge b.v. shall grant the Client a term of 14 days to fulfil his payment obligations.
   6. In the event of late payment, the Client shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, jurists, bailiffs and collection agencies, in addition to the amount due and the statutory interest due thereon.
   7. If an invoice is not paid within the payment period, the Contractor may suspend work for a subsequent month or other follow-up work with immediate effect until payment of all outstanding invoices has been made.
   8. Adverge b.v. may inform itself within legal frameworks about the Client’s ability to fulfil his payment obligations, but also about all facts and factors that are important for a responsible conclusion of the Agreement. If, based on this investigation, Adverge b.v. has sound reasons not to enter into the Agreement, it shall be entitled to refuse an order or application, stating reasons, or to attach special conditions to the performance, such as prepayment.
   9. The Contractor is entitled to revise the rates once a year. A change in rates will always be communicated to the Client no later than two months prior to the change.

Article 7. Retention of title.

If and insofar as the Agreement provides for any transfer of ownership or transfer of Intellectual Property Rights from Adverge b.v. to the Client, all goods delivered shall remain the property of Adverge b.v. as long as Adverge b.v. has not received full payment of the entire amount agreed upon in this respect.

Article 8. Principal’s Obligations.

1. The Client shall ensure that all (technical) information, decisions and data that it considers necessary for the performance of the Agreement are provided to Adverge b.v. in a timely manner. The Client shall be responsible for the correctness and completeness thereof.
   2. If necessary for the performance of the Agreement, the Client shall ensure, in a timely manner, the free disposal of and free access to the site, the building and/or the location where the work is to be performed. The Client shall ensure that Adverge b.v. can make use of a suitable space and any necessary (utility) facilities, such as electricity, (drinking) water, gas, telecom or sewerage connection, free of charge.
   3. The Client shall grant the Contractor all authorizations necessary to perform the work, including authorization to create accounts with search engines and Social Media platforms.
   4. The Client is obliged to inform the Contractor without delay of facts and circumstances that may be relevant in connection with the performance of the Agreement.
   5. The Client is not permitted, without the prior written or electronic consent of the Contractor, to commission a third party during the Agreement to perform work that is identical to the work the Contractor performs for the Client.
   6. Client is responsible for the circumstances that prevent or hinder the performance of the work.
   7. Client shall be responsible for reimbursement of advertising and communication costs incurred.
   8. The Client is fully responsible for the data, texts, images or other information supplied by him to the Contractor.
   9. Texts, images or other data compiled by the Contracted Party on behalf of the Client will be deemed to have been checked and accepted by the Client, unless any desired changes are communicated in writing within a period of fourteen (14) days after publication by electronic means.
   10. The Client guarantees at all times that the material supplied by him to Contractor does not infringe any third party rights, including intellectual property rights.
   11. Client is aware of policies of third parties – including Google, Microsoft, Facebook and LinkedIn – and is responsible for the consequences of any violations of these policies.

Article 9. Additional Work

1. All changes in the performance of the Agreement, whether at the request of the Client or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, shall be considered additional work when additional costs are involved. Additional work is subject to these General Terms and Conditions.
   2. If additional work has been carried out at the request or with the consent of the Client, the additional work will be reimbursed by the Client. Adverge b.v. may refuse to comply with such a request or enter into negotiations.
   3. Client accepts that additional work may cause a delay in the Completion of Services, even if a time of Completion has been agreed upon. Client is not entitled to compensation for this delay.
   4. If (the demand for) additional work arises during the performance of the Agreement, this does not create any ground for termination or dissolution of the Agreement for the Client.
   5. Cost-increasing circumstances that cannot be attributed to Adverge b.v. will be settled as additional work. Adverge b.v. shall inform the Client thereof as soon as possible..

Article 10. Delivery and delivery time.

1. Delivery dates stated by Adverge b.v. are indicative and do not count as deadlines, unless the Parties have agreed to this in writing.
   2. Adverge b.v. reserves the right, if possible, to have the required goods and equipment delivered to the Client. The ready equipment and goods may be stored at the Client’s expense and risk.
   3. Adverge b.v. shall remain the owner of all Products until the Client has fulfilled all his payment obligations towards Adverge b.v., including any amounts due on account of a default.

Article 11. Intellectual Property Rights.

1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions and advice provided by Adverge b.v. to the Client, are vested in Adverge b.v..
   2. The Client shall not perform any acts that may infringe the Intellectual Property Rights of Adverge b.v. and/or its licensors, including but not limited to publishing and/or reproducing the items referred to in the preceding paragraph, in full or in part, without permission. The Client acknowledges and accepts that any unauthorised use or action infringes the Agreement and applicable legislation.

Article 12. Secrecy

1. The Parties will treat information that they provide to each other before, during or after the performance of the Agreement confidentially if this information can reasonably be designated as confidential, or if it has been explicitly designated as confidential by one of the Parties. The Parties also impose this obligation on their Employees as well as on third parties engaged by them for the performance of the Agreement.
   2. The obligation of confidentiality will continue to exist even after termination of the Agreement for whatever reason, and for as long as the providing Party can reasonably claim the confidential nature of the information.
   3. If the provisions of this article are violated, the Client will forfeit an immediately payable fine of €5,000.00, without prejudice to the right to any damages.

Article 13. Liability

1. This article applies to Business Customer only.
   2. The limitations of liability under this Agreement shall apply except if and insofar as the damage is the result of intent or deliberate recklessness on the part of Adverge b.v..
   3. Adverge b.v. shall make every effort to perform the Agreement with the utmost care. Adverge b.v. cannot influence the eventual use of the delivered goods. The Client shall therefore be responsible for the use of the result of the Agreement.
   4. Completion of the Agreement releases Adverge b.v. from any liability for defects that the Client had already discovered, or should reasonably have discovered, at the time of Completion.
   5. Adverge b.v.’s total liability for direct damage suffered by the Client as a result of an attributable failure in the performance of this Agreement, or as a result of wrongful acts by Adverge b.v., its employees or third parties engaged by it, shall be limited per event or a series of related events to an amount equal to the price stipulated in the Agreement (including VAT), with a maximum of € 5,000.
   6. Direct damage only includes: the reasonable costs incurred to establish the cause and extent of the damage, any reasonable costs incurred to have Adverge b.v.’s defective performance comply with the Agreement, and reasonable costs incurred to prevent or limit the damage, insofar as the Client proves that those costs have resulted in the limitation of direct damage.
   7. Adverge b.v.’s liability towards the Client for indirect damage or consequential damage or damage due to loss of turnover or profit, damage due to delay, damage due to loss of data, damage due to exceeding deadlines as a result of changed circumstances, damage due to the provision of inadequate cooperation, information or materials by the Client and damage due to information or advice given by Adverge b.v., the contents of which do not explicitly form part of the Agreement, is excluded.
   8. The condition for any right to compensation shall always be that the Client reports the damage to Adverge b.v. in writing within a reasonable term, but in any case within one (1) month after the damage arose.
   9. The liability of Adverge b.v. with respect to attributable failure to perform the Agreement will only arise if the Client gives Adverge b.v. immediate and proper notice of default in writing, specifying a reasonable term to remedy the failure, and Adverge b.v. continues to fail attributably in the performance of its obligations even after that term. The notice of default must contain as detailed a description of the failure as possible to enable Adverge b.v. to respond adequately.
   10. The Client shall indemnify the Contractor against and compensate the Contractor for all claims of third parties that are directly or indirectly, directly or indirectly related to the performance of the agreement and all related financial consequences.
   11. Adverge b.v. cannot be held to fulfil any obligation under the Agreement if Adverge b.v. is prevented from fulfilling it due to force majeure. Adverge b.v. shall not be liable for any damage caused by force majeure.
   12. Force majeure includes, but is not limited to: failures of public infrastructure, defects in items, equipment or software or other source material whose use has been prescribed by the Client, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and civil commotion.
   13. If a force majeure situation lasts longer than 90 days, the Parties have the right to dissolve the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionately, without the Parties remaining indebted to each other for the remainder.
   14. The Contractor offers no guarantees whatsoever with respect to the performance, information, advice and/or services delivered or to be delivered under the Assignment.
   15. The Client is responsible under all circumstances for the accuracy and completeness of the data and documents provided by him. The Contractor shall never be liable for any damage (partly) caused by the fact that the data, documents and detailed designs provided by the Client are incorrect, incomplete, misleading and/or in violation of the law. The Client indemnifies Octrooibureau Novopatent against all claims in this respect.

Article 14. Specific provisions online advertising

1. The services offered, including Google Ads, Microsoft Ads and Social Media Advertising platforms, are subject to a best efforts obligation and not a performance obligation. The Contractor shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Contractor shall make every effort to perform the Work properly and carefully, as well as to represent the Client’s interests to the best of his knowledge and to strive for a result that is usable for the Client. However, the Contractor cannot guarantee that the Work will always achieve the result desired by the Principal.
   2. Provider is not liable for actions resulting from work performed by third parties, hereby specifically referring to Google, Facebook and Microsoft.
   3. Advertising costs for online advertising are paid directly to third parties, unless otherwise agreed upon, with special reference to Google, Microsoft and Facebook.
   4. Client must always ensure payment of invoices from Google (or other advertising platforms). Under no circumstances shall Contractor advance these or otherwise make payments to third parties for or on behalf of Client.
   5. The parties shall agree in advance the number of hours required, within which the work will be performed. If the work cannot be performed within the agreed number of hours during the course of the Agreement and there is structural extra work, the parties will agree on the number of hours again.
   6. The agreed monthly recurring hours cannot be hoarded. If the Contractor cannot make the hours or perform the agreed work, they will expire at the beginning of the new calendar month.
   7. If the media or advertising budget changes significantly during the agreement, this may affect the number of hours required to be spent, in order to properly spend the budget and manage the account in accordance with the agreement.
   8. The Contractor can never be held liable for the consequences of the Client’s failure to comply with regulations and guidelines of search engines, social media platforms and/or other companies or agencies.
   9. The Contractor cannot be held liable for damages resulting from the policies of search engines or Social Media platforms or from enforcement of these policies.
   10. It is possible that Octrooibureau Novopatent is temporarily unable to perform work due to maintenance or update of a system, website or software. Contractor is not liable for such temporary interruption.
   11. If the Client or a third party makes changes to the work delivered by the Contractor, the Contractor excludes any liability.
   12. The Client is himself responsible for the decisions he makes, whether or not as a result of an advice from Contractor.
   13. The Contractor cannot be held liable by the Client if the result resulting from the work does not meet the Client’s expectations.
   14. The Contractor is not liable for mutilation or loss of data as a result of transmitting the data using telecommunication facilities.

Article 15. Other

1. The Contractor is entitled to disclose to third parties, including through its website and Social Media, who its Clients are, unless agreed otherwise in advance. This includes all commercial expressions, such as advertisements.
   2. The Contractor is entitled to share results anonymously and expressed in percentages with third parties and in commercial communications.
   3. Complaints relating to the performance of the work must always be reported to Octrooibureau Novopatent as soon as possible, so that any defects can be rectified as soon as possible. Complaints do not suspend payment obligations.

Article 16. Amendment of General Terms and Conditions

1. Adverge b.v. reserves the right to amend or supplement these General Terms and Conditions. Amendments shall also apply to Agreements already concluded with due observance of a term of 30 days after notification of the amendment.
   2. Amendments will be announced via https://adverge.com/, by e-mail to the Client, or another channel of which Adverge b.v. can prove that the announcement was sent to the Client. Non-substantive amendments of minor importance may be implemented at any time and do not require notification.

Article 17. Final Provisions

1. The Agreement is governed by Dutch law.
   2. Insofar as rules of mandatory law do not dictate otherwise, all disputes that may arise in connection with the Agreement shall be submitted to the competent Dutch court in the district where Adverge b.v. has its registered office.
   3. In these General Terms and Conditions ‘in writing’ shall also mean communication by e-mail and fax, provided that the identity of the sender and the integrity of the e-mail have been sufficiently established.
   4. If any provision in the Agreement or General Terms and Conditions turns out to be invalid, this will not affect the validity of the entire Agreement or General Terms and Conditions. The parties will in that case determine (a) new provision(s) to replace it, which will give shape to the intention of the original provision as much as legally possible.
   5. Adverge b.v. is entitled to transfer its rights and obligations under the Agreement to a third party that takes over Adverge b.v. or Adverge b.v.’s business activities.

Name: Adverge b.v.
Address: Nieuwe Kazernelaan 2, D86, 6711 JC Ede
E-mail: info@adverge.nl