Welcome to Wayv Agency BV - Terms and Conditions

These Terms and Conditions ("Terms") govern the use of our services as an agency that provides software development, online marketing, advertising and marketing services, including social media marketing, branding, influencer marketing, and talent management, through our website Wayv Agency BV.agency. By using our Services, you agree to these Terms. We kindly ask you to read and understand these Terms carefully.

1. Acceptance of the Terms

By using our Services via Wayv Agency BV.agency, you acknowledge that you have read, understood, and agreed to be bound by these Terms, as well as any additional terms or policies referenced herein. If you do not agree to these Terms, please do not use our Services.

2. Service Agreement

Wayv Agency BV will provide the Services as described in the agreed service agreement between Wayv Agency BV and the client ("Client"). The service agreement will specify the scope of work, timelines, deliverables, costs, and other relevant conditions.

3. Intellectual Property

a. Intellectual Property of Wayv Agency BV:

• Ownership: All intellectual property rights arising from or related to the services of influencer marketing, advertising, social media management, and software and website development, including but not limited to strategies, campaign concepts, software code, designs, graphic elements, and other relevant materials, are the exclusive property of Wayv Agency BV. This also includes the methodologies, tactics, and processes developed by Wayv Agency BV to provide such services.

• Use Restriction: Customers or users may not reproduce, modify, distribute, disclose, or otherwise use any part of Wayv Agency BV's intellectual property arising from the provided services without prior written consent from Wayv Agency BV.

b. Intellectual Property of the Client:

• Ownership: Any intellectual property provided by the Client to Wayv Agency BV, including but not limited to logos, company trademarks, graphic elements, texts, and other related materials for use in the Services, shall remain the exclusive property of the Client.

• License: By providing such intellectual property, the Client grants Wayv Agency BV a non-exclusive, transferable, royalty-free, global license to use this intellectual property solely for the purpose of delivering the agreed-upon Services. This license terminates once the service is completed or when the cooperation between the parties ends for any reason.

• Indemnity: The Client warrants that any material provided to Wayv Agency BV is free from third-party rights infringement, and they have all necessary rights and licenses to provide this material to Wayv Agency BV 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 the Services, including but not limited to trade secrets, confidential information, business strategies, and customer data. Confidential information may not be disclosed to third parties without prior written consent.

5. Payment and Billing

a. Costs

The Client agrees to pay Wayv Agency BV the agreed-upon fees for the provided Services. Fees may be based on an hourly rate, a fixed price, or other mutually agreed-upon terms.

b. Billing and Payment

Wayv Agency BV will invoice the Client according to the payment schedule outlined in the service agreement. Payment must be made within the specified timeframe. Late payments may result in additional charges or suspension or termination of the Services.

c. Taxes

The Client is responsible for any applicable taxes, levies, or fees imposed by local or international authorities related to the Services.

6. Limitation of Liability

a. Liability of Wayv Agency BV:

- Influencer Marketing

While Wayv Agency BV strives to collaborate with reliable and professional influencers, Wayv Agency BV is not liable for the individual actions, opinions, statements, or behaviors of the influencers with whom they collaborate. Wayv Agency BV aims to achieve the agreed influencer marketing objectives, but the nature of influencer marketing and human behavior means that Wayv Agency BV cannot guarantee specific results. Accordingly, Wayv Agency BV does not provide guarantees regarding the outcome, reach, engagement, or any other measurable results of influencer marketing campaigns.

- Software and Website Development

Wayv Agency BV strives to develop software and websites that meet the specifications as agreed with the client. However, given the inherent complexity of software and web development, unforeseen challenges, bugs, or issues may arise. Wayv Agency BV does not guarantee that the software or websites will be entirely error-free, function without interruptions, or be compatible with all systems, browsers, or devices. Additionally, Wayv Agency BV is not liable for issues arising from the interaction of the developed software or website with other software or systems not provided by Wayv Agency BV. Clients are encouraged to provide regular feedback and participate in testing phases to minimize the likelihood of imperfections. Wayv Agency BV is not liable for any loss of data, revenue, or other damages that may result from the use or inability to use the developed software or website.

- Advertising

Wayv Agency BV aims to execute advertising efforts with professionalism and accuracy, as agreed with the client. However, the world of digital and traditional advertising involves many variables, including but not limited to platform algorithms, competition, market changes, and public perception. Therefore, Wayv Agency BV cannot guarantee specific results in terms of reach, engagement, click-through rates, conversions, or any other advertising metrics. Additionally, Wayv Agency BV is not responsible for changes in advertising platforms or policies, actions of competitors, technical issues on advertising platforms, or factors beyond the direct control of Wayv Agency BV that may affect the results of advertising campaigns. Clients are advised to align their expectations and budgets with the reality of the market and be aware that advertising always entails an element of uncertainty and risk.

- Social Media Management

Wayv Agency BV aims to manage social media accounts with the utmost care and professionalism, following the guidelines and best practices of each platform. However, social media is a dynamic environment where interactions with a wide audience take place. Therefore, Wayv Agency BV cannot control the responses, behaviors, opinions, or content of third parties on these platforms. Wayv Agency BV is not responsible for unforeseen damage to brand reputation due to interactions on social media. Furthermore, we are not liable for changes in algorithms, policies, or functionalities of social media platforms that may affect the visibility or performance of posted content. Clients should be aware that using social media carries inherent risks, such as negative feedback, unexpected viral trends, and rapid information dissemination. However, Wayv Agency BV will make all reasonable efforts to respond to and navigate through these challenges in the interest of the client.

In all cases, the liability of Wayv Agency BV is limited to the fees paid by the Client for the specific Services provided.

b. Liability of the Client

The Client acknowledges that the success of the Services depends on various factors beyond the control of Wayv Agency BV, including but not limited to market conditions, input from the Client, actions of third parties, and changes in platform guidelines. The Client agrees that Wayv Agency BV will not be held responsible for any damage or losses arising from the actions, decisions, or omissions of the Client to provide the necessary cooperation or information.

7. Termination

a. Termination by Wayv Agency BV

Wayv Agency BV has the right to terminate the provision of the Services at any time by written notice to the Client.

b. Termination by the Client

After approval of the agreement, either via contract, in writing, or by email, the Client does not have an unconditional right to unilaterally terminate the cooperation. If the Client decides to terminate the cooperation:

• Wayv Agency BV will charge all costs incurred up to that point.
• A minimum amount equal to 50% of the total agreed amount will be charged, regardless of the services or costs incurred up to that point.

c. Payment upon Termination

Upon termination of the cooperation, the Client is required to immediately pay all outstanding amounts, including the costs mentioned above.

8. Changes

Wayv Agency BV reserves the right to change or update these Terms at any time. We will notify you of any material changes via email or through our website. By continuing to use our Services after such changes, you agree to the updated Terms.

9. Non-Transferability

The rights and obligations arising from this agreement, or from any other agreement arising out of or in connection with this agreement, may not be transferred, assigned, or sub-divided by the Client without the prior written consent of Wayv Agency. Any attempt to transfer, assign, or sub-divide without such consent will be invalid and have no effect.

10. Force Majeure

Neither Wayv Agency nor the Client shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is directly caused by circumstances beyond its reasonable control, including but not limited to natural disasters, terrorist acts, internet outages, strikes, lockouts, government actions, wars, fires, floods, or any other form of force majeure. In such circumstances, the affected party will resume its obligations as soon as reasonably possible after such circumstances have ended.

11. Applicable Law

These Terms shall be governed by and interpreted in accordance with Dutch law. Any disputes arising from these Terms or the provision of the Services will be submitted to the competent court in Rotterdam, unless otherwise agreed upon by the parties in mutual consent.

12. Contact Us

If you have any questions or comments about these Terms or our Services, please contact us at info@wayv.agency BV.agency.

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