General Terms and Conditions – Adwell 2025
Revision date: 1 February 2025
These terms and conditions apply to all services provided by Adwell. By entering into an agreement with Adwell, the Client expressly agrees to be bound by these terms. Adwell reserves the right to amend these terms unilaterally. Any changes will take effect upon written notice or publication on Adwell’s website. No rights may be derived from previous drafts, proposals or communications unless expressly confirmed in writing. Liability is excluded to the fullest extent permitted by law.
1. Definitions
1.1 "Client" refers to any natural or legal person entering into an agreement with Adwell for the provision of services.
1.2 "Services" means all tasks, products, and/or digital solutions provided by Adwell to the Client.
1.3 "Agreement" means any arrangement between Adwell and the Client regarding the provision of Services.
1.4 "Quotation" means a written offer by Adwell specifying the Services to be delivered and the associated costs.
2. Applicability and Deviations
2.1 These general terms apply to all quotations, agreements, and services provided by Adwell.
2.2 Deviations are only valid if explicitly agreed upon in writing.
2.3 The Client’s general (purchase) terms do not apply unless explicitly accepted in writing by Adwell.
3. Quotations and Formation of Agreements
3.1 All quotations are non-binding unless stated otherwise.
3.2 An agreement is formed when the Client accepts a quotation in writing or digitally, or when Adwell begins executing the services with the Client’s consent.
3.3 Adwell may revoke quotations within five business days after acceptance, without being liable for damages.
4. Prices and Payments
4.1 All prices are exclusive of VAT and other applicable taxes or duties.
4.2 Payments must be made within 14 days of the invoice date unless otherwise agreed.
4.3 In the event of late payment, the Client is automatically in default and statutory commercial interest applies.
4.4 Collection costs are a minimum of €100 or 15% of the outstanding amount.
5. Changes and Cancellations
5.1 Changes are only valid after written confirmation by Adwell.
5.2 Additional costs resulting from changes are the Client’s responsibility.
5.3 In case of cancellation, the Client must pay for all work already performed, including costs incurred.
6. Delivery and Deadlines
6.1 Delivery timelines are indicative unless explicitly guaranteed in writing.
6.2 Exceeding a deadline does not entitle the Client to damages or cancellation, unless in case of intent or gross negligence.
7. Liability and Indemnification
7.1 Adwell is only liable for direct damages up to the invoice value of the relevant service.
7.2 Adwell is not liable for indirect damages, such as loss of profit or reputation.
7.3 The Client indemnifies Adwell against third-party claims resulting from the use of the delivered services.
8. Intellectual Property
8.1 All intellectual property rights to works created by Adwell remain with Adwell unless otherwise agreed.
8.2 The Client receives a non-exclusive right of use for the agreed duration and purpose.
8.3 Transfer of copyrights or source files only occurs after a written agreement and full payment.
9. Confidentiality and Data Protection
9.1 Both parties must keep confidential information strictly confidential.
9.2 Adwell processes personal data in accordance with the General Data Protection Regulation (GDPR). See our website for our privacy policy.
10. Use of Third Parties
10.1 Adwell may involve third parties in the execution of the agreement.
10.2 Any terms used by these third parties also apply to the agreement.
11. Force Majeure
11.1 In case of force majeure, Adwell may suspend or cancel the agreement without liability.
11.2 Force majeure includes pandemics, digital infrastructure failures, supplier issues, natural disasters, and other circumstances beyond Adwell’s control.
12. Duration and Termination
12.1 Agreements are entered into for a fixed or indefinite period as specified.
12.2 For agreements of indefinite duration, a notice period of two months applies.
13. Applicable Law and Disputes
13.1 All agreements are governed exclusively by Dutch law.
13.2 Disputes are submitted exclusively to the competent court in the district where Adwell is established.
14. Final Provisions
14.1 If any provision is invalid, the remaining provisions remain in effect.
14.2 Adwell may unilaterally amend these terms. Changes take effect upon written notice or publication on Adwell’s website.
End of terms.