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Welcome to Wayv Agency BV – Terms and Conditions

These Terms and Conditions (“Terms”) govern the use of our services as an agency providing software development, online marketing, advertising, and marketing services, including social media marketing, branding, influencer marketing, and talent management via our website Wayv Agency BV.agency. By using our Services, you agree to these Terms. Please read them carefully.

1. Acceptance of Terms
By using our Services via Wayv Agency BV.agency, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any additional conditions or policies referenced herein. If you do not agree, do not use our Services.

2. Service Agreement
Wayv Agency BV will provide Services as described in the agreed service agreement between Wayv Agency BV and the client (“Client”). The service agreement specifies the scope of work, timelines, deliverables, fees, and other relevant terms.

3. Intellectual Property

a. Wayv Agency BV Intellectual Property

  • Ownership: All intellectual property rights arising from or related to influencer marketing, advertising, social media management, software, and website development services, including strategies, campaign concepts, software code, designs, graphics, and other materials, are the exclusive property of Wayv Agency BV.
  • Usage Restrictions: Clients or users may not reproduce, modify, distribute, publicly display, or otherwise use any part of Wayv Agency BV’s intellectual property without prior written consent.

b. Client Intellectual Property

  • Ownership: Any intellectual property provided by the Client, including logos, trademarks, graphics, text, or other materials for use in the Services, remains the exclusive property of the Client.
  • License: By providing such intellectual property, the Client grants Wayv Agency BV a non-exclusive, transferable, royalty-free, worldwide license to use it solely for providing the agreed Services. This license ends when the service is completed or the collaboration terminates.
  • Warranty: The Client guarantees that all materials provided are free from third-party rights infringements and that they possess all necessary rights and licenses for the intended use.

4. Confidentiality
Both Wayv Agency BV and the Client agree to maintain the confidentiality of all confidential information shared during the provision of Services, including trade secrets, business strategies, and client data. Confidential information may not be disclosed without prior written consent.

5. Payment and Billing

  • Fees: The Client agrees to pay Wayv Agency BV the agreed fees for Services, which may be based on hourly rates, fixed pricing, or other mutually agreed terms.
  • Billing and Payment: Wayv Agency BV will invoice the Client according to the payment schedule in the service agreement. Late payments may result in additional charges or suspension/termination of Services.
  • Taxes: The Client is responsible for any applicable taxes or fees imposed by local or international authorities.

6. Limitation of Liability

  • Wayv Agency BV: Liability is limited to the fees paid by the Client for the specific Services. While Wayv Agency BV strives for professional execution, results in influencer marketing, software development, advertising, and social media management cannot be guaranteed due to variables beyond our control.
  • Client: The Client acknowledges that success depends on factors outside Wayv Agency BV’s control, including market conditions, Client input, third-party actions, and platform changes. The Client agrees not to hold Wayv Agency BV liable for losses resulting from these factors.

7. Termination

  • By Wayv Agency BV: We may terminate Services at any time with written notice.
  • By the Client: After agreement approval, the Client cannot unilaterally terminate. Any termination requires payment of all incurred costs and a minimum of 50% of the total agreed amount.
  • Payment upon Termination: The Client must pay all outstanding amounts immediately.

8. Amendments
Wayv Agency BV reserves the right to update or modify these Terms at any time. Continued use of Services after changes indicates acceptance.

9. Non-Transferability
Rights and obligations under this agreement may not be transferred without prior written consent. Any unauthorized attempt is invalid.

10. Force Majeure
Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, terrorism, internet outages, strikes, government actions, war, fire, flood, or other force majeure events. Obligations will resume as soon as reasonably possible.

11. Governing Law
These Terms are governed by Dutch law. Disputes will be submitted to the competent court in Rotterdam unless otherwise agreed.

12. Contact
For questions or concerns about these Terms or our Services, contact us at info@wayv.agency.

By using our services, you acknowledge that you have read, understood, and agree to these Terms and Conditions.