Woov - Terms and Conditions for Organisers

These are the terms and conditions of Woov B.V. (Contractor). The address of Woov B.V. being Overhoeksplein 31 T.a.v. (A'DAM&Co.work 13E) 1031 KS Amsterdam, its Chamber of Commerce number being 70979065. If you have any questions, feel free to reach out to your contact person at Woov.

Woov B.V. reserves the right to adjust these terms and conditions. Contractee agrees to the fact that the latest version of these terms and conditions will always be applicable to the assignment. Aberrant arrangements can be captured in writing by the parties.

Article 1 - General

These terms and conditions are applicable to every offering, quotation, and assignment between Contractor and Contractee. Contractor will provide Contractee with these terms and conditions if requested so.

Article 2 – Creation Assignment

The Assignment comes into existence when Contractee agrees with the Assignment.

Article 3 – Quotations and Offerings

All offerings and quotations of the Contractor are non-committal, unless agreed otherwise. An offering in a quotation is only valid for that specific underlying Assignment (and not for any future orders).
If Contractee provides Contractor with data, Contractor may assume these to be right, and base its quotation upon these data.
Contractor cannot be obliged to conform to its quotations or offerings if Contractee can reasonably understand that these quotations or offerings, or part of those contain a mistake or apparent error.

Article 4 – Third Parties

Contractor is allowed to have certain parts of the Assignments performed by third parties. Articles 7:404 BW (uitvoering door bepaalde persoon), article 7:407 section 2 (hoofdelijke aansprakelijkheid) and 7:409 BW (overlijden van bepaalde persoon) of the Dutch law are not applicable in this case.

Article 5 – Execution Assignment

Woov will execute the Assignment to its best insight and ability, and according to the requirement of good craftsmanship.
Contractee will ensure it will provide Woov with all necessary information and materials in a timely manner.
If Contractee does not deliver the before mentioned materials and information on time, Contractor may delay the execution of the Assignment. Contractor is not responsible for the damage that arises as a result of the usage of incorrect or incomplete information provided by the Contractee.
The content will be developed with the greatest care. However, to be able to ensure that this does not contain any incorrect information, Contractee is expected to go through the content and inform Contractor of any mistakes. These will then be corrected.

Article 6 – Amendment of the Assignment

;If, during execution of the Assignment, it turns out that for a reasonable execution of the Assignment, it is necessary to adjust or complement its contents, parties will do so in mutual Agreement.
Contractor may reject a request of the Contractee, if this could have negative quantitative or qualitative consequences to the Assignment.

Article 7 - Suspension, dissolution

Woov may temporarily suspend the Assignment if it cannot meet its obligation due to circumstances (that are out of its influence, or which they had no knowledge of). However, the Assignment can only be delayed to such an extent that the Deadline can still be reached.
If compliance of this Agreement becomes permanently impossible, both parties have the right to dissolute the Assignment.
Contractor may suspend compliance of the Assignment if the Contractee does not, does not fully, or does not meet its obligations on time. Contractee will be obliged to indemnify Contractor.
If the suspension is not the blame on the Contractee, Contractor will be obliged to indemnify Contractee of all direct, and indirect costs that are the result of this.

Article 8 – Force Majeure

Contractor will not have to oblige to its responsibilities in the case of force majeure, hereby indicating circumstances that are beyond the control of the parties, such as war, riot, strike, crime or an act of God (such as volcano eruptions, hurricanes, floods, etc.).
Contractor can, for as long as the force majeure is of influence, procrastinate the responsibilities of the Assignment. If this influence however, endures for longer than still enables Contractor to meet the Deadline, both parties are allowed to terminate this Agreement, without having to pay any indemnification.
If Contractor has partly met its obligations, and this part of the Assignment is of individual value, Contractor is allowed to invoice for solely this part.

Article 9 – Retention

Contractor (or its suppliers) are the sole owner of all existing or future intellectual property rights, such as authors rights, brand rights, model rights, patent rights source code and know-how, that rest on or are the result of the Software.
Contractee will solely obtain the right to use the Software. Contractee cannot claim any of the in section 1 mentioned intellectual property rights. The right to use the Software is non-exclusive and it is not allowed to transfer the right to use the software to others or to license others.

Article 10 – Investigation

Contractee will have to investigate the delivered Assignment at the moment of delivery. Contractee will have to investigate whether the quantity and quality of the delivered matches the agreed upon, and whether it matches all demands that have been agreed upon.
Contractee will have to communicate possible defects in writing. This includes visual and non-visual defects. The notification must contain a detailed description of the defect.

Article 11 – Availability and maintenance of Woov

The app will be available to the Contractee from 7 days before the festival on, up until 1 day after the festival. It is the aim of the Contractor for the app to be online 24 hours a day, 7 days a week.
Contractor reserves the right to adjust the Software and to change, delete, or add certain characteristics or functionalities, if necessary and if technically possible within the Software’s setup.
Contractor cannot guarantee for the software to be flawless. In the case of malfunction, like an error or the dysfunctioning of a functionality of the Software, Contractee is obliged to contact Contractor immediately, after which Contractor will try to resolve the issues.

Article 12 – Dashboard

Contractee will gain access to a personal account through which Contractee can enter the data dashboard if this is part of the Agreement. Only Contractee can make use of this account. Contractee cannot let third parties access this account, or a copy of this dashboard.
Contractee is obliged to keep all log in data strictly secret. Contractee is responsible for all proceedings that are made after Contractee is logged onto the account.

Article 13 - Limitation

The limitation of all claims and defenses against the Contractor is one year.

Article 14 - Disclaimer

Contractor disclaims itself from any responsibility of third parties that suffer damage as a result of the execution of the Assignment and of which the cause cannot be blamed on the Contractor.
If third parties claim the Contractor to be responsible, Contractee will stand with Contractor and support wherever is expected.
If Contractee does not undertake any action, Contractor is allowed to do so. All costs and damage that are suffered by the Contractor because of this, will have to be indemnified by Contractee.

Article 15 – Intellectual Property

Contractor reserves all rights on the plans, documents, images, drawings, programming, creations and the information that is applicable to the Assignment.
Contractee may not copy any of the before mentioned (if this is not for internal use of the Contractee), display to third parties, or provide for any other purpose than what Contractor has provided them for.

Article 16 – Promotion

Promotion of the collaboration between Parties will only be allowed throughout the duration of this agreement. Promotion outside of this term will only be allowed in mutual agreement.
All other promotion will happen in accordance to the social media policy as mentioned in the License Agreement between Parties.

Article 17 - Secrecy

Unless there is a legal obligation or professional duty to announce, Contractee will keep all confidential information that has been provided by Contractor a strict secret from third parties.
Contractee will not use the information that has been provided by the Contractor for any other purpose than for what it has been provided, except for when Contractee has to be part of a trial in which these materials can be of relevance.
Contractor will not make public, or display to third parties, any of the contents of agreements, assignment confirmations, quotations, reports, advises or any other information in writing, of the Contractor.

Article 18 - Nullification

If any part of this Agreement will be nullified, this does not change anything about the remaining part of the Agreement. The nullified part will be replaced by an article that follows the contents of the rest of the Agreement as much as possible.

Article 19 – Contradictory Clauses

In the case of contrary sections in the terms and conditions and the agreement, the in the agreement taken up sections will be valid.

Article 20 – Applicable Law

Dutch Law.

Article 21 - Competent Judge

Court of Amsterdam.