{"id":1360,"date":"2019-04-26T05:32:05","date_gmt":"2019-04-26T05:32:05","guid":{"rendered":"http:\/\/www.adfactory.nl\/algemene-voorwaarden\/"},"modified":"2020-01-30T11:39:08","modified_gmt":"2020-01-30T10:39:08","slug":"algemene-voorwaarden","status":"publish","type":"page","link":"https:\/\/www.adfactory.nl\/nl\/algemene-voorwaarden\/","title":{"rendered":"Algemene voorwaarden"},"content":{"rendered":"
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Article 1: Definitions<\/h3>

In these terms and conditions \"client\" means every (legal) person who has entered into or wishes to enter into an agreement
with Rovando B.V., whether or not operating under the trade name AdFactory-International, and besides him, his
representative(s), proxy\/proxies and legal successor(s). Rovando B.V., whether or not operating under the trade name
AdFactory-International, is hereinafter called \"commissionee\".<\/p>

Article 2: Applicability<\/h3>
  1. These terms and conditions apply to every offer and every agreement between the commissionee and client, in so far as
    the parties did not deviate from these terms and conditions explicitly in writing.<\/li>
  2. These terms and conditions do also apply with regard to third parties that are instructed by the commissionee upon the
    execution of the relevant agreement.<\/li><\/ol>

    Article 3: Offers<\/h3>
    1. The offers made by the commissionee are without obligation; they are valid for 14 days, unless otherwise agreed upon in
      writing. The commissionee may nevertheless revoke an offer that includes a period of time, even after receipt of the
      assignment or commission, provided that this is done within 5 days.<\/li>
    2. The commissionee is only bound by the offer, if the opposite party confirms its acceptance in writing within 14 days. If the
      offer is accepted after a lapse of 14 days, the commissionee may adjust the time of its execution and\/or fee\/costs.<\/li><\/ol>

      Article 4: Additional Work<\/h3>
      1. Alterations to the approved functional design, test plan, test set-up or offer, inter alia as regards the set-up, functionality,
        the interpretation, the method, the size, the analysis, and\/or reporting which are made in consultation with or at the request of
        the client, may lead to an adjustment of the agreed period of time or the payable costs.<\/li>
      2. If the number of tests, meetings and\/or any execution prior to, during and after the test is specified, additional tests,
        meetings and\/or any execution taking place at the request of the client may be charged.<\/li><\/ol>

        Article 5 Execution<\/h3>
        1. The commissionee will execute the agreement to the best of his knowledge and ability and in accordance with the
          requirements of good professional skills.<\/li>
        2. The commissionee may have certain duties performed by third parties.<\/li>
        3. The client ensures that all data, which the commissionee states to be necessary, or of which the client can reasonably
          supposed to understand that they are necessary for the execution of the agreement, will be handed out to the commissionee
          on time. If the data necessary for the execution of the agreement is not handed out to the commissionee on time, the
          commissionee may suspend the execution of the agreement and\/or charge the client with the extra costs arising from the
          suspension on the basis of the usual rates.<\/li>
        4. Notwithstanding the aforementioned suspension the agreed terms of payment will remain in force unaltered and the
          provisions of Article 16 apply.<\/li>
        5. If it is agreed upon that the agreement will be executed in phases, the commissionee may suspend the execution of
          components belonging to the next phase until the client approves of the results of the phase prior thereto in writing.<\/li><\/ol>

          Article 6: Completion<\/h3>

          If there has been set a term for the completion of certain duties within the term of the agreement, this term is not considered
          to be a deadline. If the term for execution is exceeded, the client shall give the commissionee notice of default in writing.<\/p>

          Article 7: Reporting<\/h3>
          1. Reporting occurs in accordance with the test set-up. If the test set-up does not specify the method of reporting, reporting is
            done in Dutch and in accordance with the requirements of good professional skill. If no reporting medium is agreed upon, the
            commissionee shall determine the medium.<\/li>
          2. The price of the offer shall include supplying the number of reports mentioned in the test set-up. Unless the test set-up
            provides otherwise, the client will receive one copy.<\/li><\/ol>

            Article 8: Alteration<\/h3>
            1. If during the execution of the agreement it turns out that it is necessary for a proper execution to alter or supplement the
              duties to be performed, parties will alter the agreement accordingly on time and in joint consultation.<\/li>
            2. If parties agree upon an alteration or addition to the agreement, this may influence the term for the completion of the
              execution. The commissionee shall inform the client hereof as soon as possible.<\/li>
            3. If the alteration or addition has financial and\/or qualitative consequences, the commissionee shall inform the client hereof
              beforehand.<\/li>
            4. If a fixed fee has been agreed upon, the commissionee shall indicate to what extent the alteration or addition to the
              agreement will give rise to higher fees.<\/li>
            5. In derogation of paragraph 3 the commissionee may not charge additional costs, if the alteration or addition is caused by
              circumstances that can be imputed to it.<\/li><\/ol>

              Article 9: Secrecy<\/h3>
              1. The client undertakes to observe absolute secrecy about everything which (by whatever means) is brought to his attention
                relating to the commissionee and its products and services in the broadest sense, therefore including, but not limited to:
                ideas, processes, procedures, know-how and intellectual property rights. This obligation of secrecy will remain in full force
                after the termination of the agreement and relationship between parties.<\/li>
              2. The obligation of secrecy does not apply to information and data:
                • that are made public, not caused through an action by either party (directly or indirectly);<\/li>
                • released under a statutory obligation or a final and binding decision of the court;<\/li>
                • in regard to which the commissionee has granted written discharge from the obligation of secrecy.<\/li><\/ul><\/li>
                • The commissionee reserves the right to use the client's name for recommendation purposes and to reveal it as such,
                  unless the client has explicitly raised objections thereto.<\/li><\/ol>

                  Article 10: Exclusivity<\/h3>

                  For the term of the agreement and subject to the provisions of the agreement, the client grants the commissionee the
                  exclusive right to perform the commission allocated to it.<\/p>

                  Article 11 (Intellectual) Property<\/h3>
                  1. The software, whether or not newly developed for the client, which is used for performance under the contract shall remain
                    the commissionee's exclusive property.<\/li>
                  2. Without prejudice to the rights of use arising from the agreement with the client concerning the software, systems and
                    applications installed by the commissionee, the commissionee reserves the rights and powers conferred upon it by virtue of
                    the Copyright Act.<\/li>
                  3. All documents provided by the commissionee, such as reports, monitors, checklists, advice, sales guides, designs, drafts,
                    software, etc., are for the sole purpose of being used by the client and may not be multiplied, disclosed or brought to the
                    attention of third parties without the commissionee's prior consent.<\/li>
                  4. The commissionee reserves the right to use the knowledge acquired in executing the work for other purposes, in so far as
                    no confidential information is brought to the attention of third persons.<\/li><\/ol>

                    Article 12: Term of the Agreement<\/h3>

                    The agreement is entered into for an indefinite period of time, unless otherwise explicitly agreed upon in writing.<\/p>

                    Article 13: Termination<\/h3>
                    1. An agreement for a definite period of time may not be terminated prematurely.<\/li>
                    2. An agreement for an indefinite period of time (subscription) may only be terminated subject to three months' notice,
                      counting from the first day of the month following the month in which notice is given. Notice of termination must be given by
                      registered letter.<\/li>
                    3. Either party also has the right to give notice or terminate the agreement with immediate effect, if:
                      A)<\/strong> one of the parties was declared insolvent or has been granted suspension of payment;
                      B)<\/strong> one of the parties does not meet its obligations arising from this agreement and remains in default, provided that notice of
                      default has been given by registered letter or fax letter and a term of 14 days has been given to still meet the obligations;
                      C)<\/strong> one of the parties is not able to fulfil the agreement for a period exceeding one month as a result of force majeure, as
                      referred to in Article 19.<\/li><\/ol>

                      Article 14: Defects and Complaints<\/h3>
                      1. On penalty of cancellation of his right to complain, the client must report any complaints about the execution of the
                        commission in writing to the commissionee within 8 working days after the discovery thereof, yet not later than within 14
                        working days after completion of the (sub)commission in question, giving a detailed description of the complaint(s). If
                        complaints are reported after said period, they will not be accepted anymore.<\/li>
                      2. Attending to any complaint does not suspend the client's obligation to pay.<\/li>
                      3. \u00a0Complaining is not possible, if