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Terms and Conditions

These terms and conditions ("Agreement") govern the relationship between One Agency ("Agency") and the client ("Client") engaging the Agency's digital marketing services. By engaging the Agency's services, the Client agrees to be bound by these terms and conditions.

Latest Update 30th May 2023

1. Scope of Services:

 

a. The Agency agrees to provide digital marketing services as agreed upon in the project proposal or statement of work.

b. The specific services, deliverables, timelines, and any applicable fees will be outlined in a separate agreement or project document.

2. Payment Terms: 

 

a. The Client agrees to pay the Agency the agreed-upon fees for the services provided. 

b. Payment terms, including the frequency and method of payment, will be outlined in the separate agreement or invoice. 

c. Late payments may be subject to additional charges, and the Agency reserves the right to suspend services until payment is received.

3. Client Responsibilities: 

 

a. The Client agrees to provide the necessary information, access, and cooperation required for the successful execution of the services. 

b. The Client is responsible for ensuring the accuracy and legality of any content, materials, or information provided to the Agency for use in marketing campaigns. 

c. The Client grants the Agency the right to use and modify provided content and materials for the purpose of delivering the agreed-upon services.

4. Intellectual Property: 

 

a. The Agency retains ownership of all intellectual property created or developed during the provision of services, including but not limited to creative assets, marketing strategies, and campaign materials. 

b. Upon full payment of the fees, the Agency may grant the Client a non-exclusive, non-transferable license to use the deliverables solely for the Client's business purposes.

5. Confidentiality: 

 

a. Both parties agree to maintain the confidentiality of any confidential information shared during the course of the engagement. 

b. Confidential information includes trade secrets, client data, proprietary information, strategies, and any other sensitive materials.

6. Termination and Cancellation: 

 

a. Either party may terminate the agreement by providing written notice to the other party.

b. Termination fees or notice periods, if applicable, will be outlined in the separate agreement or project document. 

c. Upon termination, the Client is responsible for payment for services rendered up until the termination date.

7. Limitation of Liability: 

 

a. The Agency's liability for any claims, damages, or losses arising from the services provided is limited to the total fees paid by the Client. 

b. The Agency shall not be liable for any indirect, incidental, consequential, or punitive damages.

8. Dispute resolutions:

 

In the event of any dispute, controversy, or claim arising out of or relating to this agreement or the breach thereof, the parties agree to resolve such disputes through the following dispute resolution process: 

 

  • Negotiation: The parties shall first attempt to resolve the dispute amicably through good-faith negotiations. Either party may initiate the negotiation process by providing written notice to the other party, clearly outlining the nature of the dispute and the desired resolution. The parties shall engage in discussions and make reasonable efforts to reach a mutually acceptable resolution within 30 days from the date of the initial notice. 

  • Mediation: If the dispute remains unresolved after the negotiation phase, the parties agree to pursue mediation. The mediation process will be conducted by a neutral third-party mediator agreed upon by both parties. The mediator's role will be to facilitate communication and assist the parties in reaching a voluntary and mutually satisfactory resolution. The mediation shall take place in Den Haag or any other location agreed upon by the parties. 

  • Arbitration: If mediation fails to resolve the dispute within a reasonable time, or if either party refuses to participate in mediation, the dispute shall be finally settled by binding arbitration. The arbitration proceedings shall be conducted in accordance with the rules of Netherlands Arbitration Institute. The arbitration shall take place in Den Haag or any other mutually agreed-upon location. The decision rendered by the arbitrator(s) shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction. 

  • Exceptions: Notwithstanding the above, either party may seek injunctive relief or pursue legal action to enforce intellectual property rights, protect confidential information, or prevent any unauthorized use or disclosure thereof, without the requirement of negotiation, mediation, or arbitration. 

  • Costs and Fees: Each party shall bear its own costs and expenses related to the negotiation, mediation, or arbitration proceedings. The parties shall share equally the fees and expenses of the mediator and the arbitration institution, if applicable. 

  • Governing Law: This dispute resolution clause shall be governed by and construed in accordance with the laws of the Netherlands. 

9. Governing Law and Jurisdiction: 

 

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

By engaging the Agency's services, the Client acknowledges that they have read, understood, and agreed to be bound by these terms and conditions.

10. Contact Us

If you have any questions, concerns, or requests regarding these terms and conditions, please contact us on the contact page or +32 456 21 54 09.

Octo Labs 

KVK: 90294246

VAT: NL004803557B87

Saturnusstraat 95, 2516AG Den Haag, Netherlands

Please allow us a reasonable time to respond to your inquiries.

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