NIMBLE AGENCY TERMS AND CONDITIONS
Welcome to Nimble Agency. Thank you for selecting Nimble Agency (referred to as “Nimble Agency”, “Nimble”, “we”, “our”, or “us”). Please review these Terms and Conditions (“Agreement”) thoroughly. This Agreement is a legal agreement between you (referred to as “you”, “client”, “customer”) and Nimble Agency, Graafseweg 36 Nijmegen, The Netherlands. By accepting electronically (for example, clicking “I Agree”), accessing or using the website (“Site”) or the project portal (“Portal”) in any manner, including, but not limited to, visiting or browsing, contributing content, ordering products or services, starting a project and/or service or otherwise, you agree to this Agreement. If you do not agree, you may not use the Site or the Portal. This Agreement also comes into place when you inform us of the execution of a service in writing or orally. By accepting these terms, you agree to be responsible for each and every term and condition.
This Agreement was last modified on the 24th of August 2016
This Agreement describes the terms governing your use of all of the Nimble Agency consultancy and artist management services provided to you on the Site and the Portal, including products, services, projects, content and updates (collectively, the “Services”). This Agreement includes by reference:
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
- The quote that has been provided to the client prior starting the work.
These Terms and Conditions apply to all Agreements including additional Services that are agreed upon with Nimble Agency unless agreed upon differently in writing prior the start of a Service. The terms fill any gaps that might exist in custom sales Agreements.
- Ordering Services
You may order Services using the Nimble Agency Site and/or Portal, but we are not obliged to accept any order.
- Account and Password Security
You must keep your account details and any associated passwords secure and confidential. We are entitled to assume that anyone who accesses your account or service using your password does so by your authority. You are solely responsible for determining whether the security provided by Nimble Agency and its suppliers is sufficient for your purposes and implementing any other security measures you deem appropriate.
- No Illegal or Third Party Use
You agree not to use, nor permit any third party to use, the Site and/or Portal in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to the Site and/or Portal to any third party.
- Reproduce, modify, copy, deconstruct, or reverse engineer any part of the Site or Portal.
- Make any part of the Site or Portal available on any file-sharing or application hosting service.
- Ownership and Intellectual Property
We provide you with Services only, and you obtain no ownership of or interest in our hardware or software or any of our intellectual property or any other Nimble Agency assets, other than in accordance with this Agreement. No intellectual property or other ownership rights, including but not limited to our work, copyright, trademarks, website design, text, graphics and source code, in the Site or the Portal transfer from you to us, or us to you, as a result of this Agreement. Nimble Agency retains full ownership of its IP and rights, no transfer takes place unless agreed upon differently in writing prior to starting the services.
6.1 Quotes are non-binding and without obligation
All quotes and offers are without obligation and Nimble Agency will not be bound by any quote or offer, unless this quote has been signed by all parties involved.
6.2 Prices Exclusive of VAT
All prices on the Site and/or the Portal exclude VAT and other taxes where applicable.
6.3 Payment terms
In the event that no specific payment terms have been discussed with the Client, all invoices need to be paid within 14 days of the invoice date.
6.4 Payments are nonrefundable
(Pre)payments are nonrefundable and shall not be returned.
6.5 Late payments and collection terms
Customer is responsible for all extrajudicial debt collection expenses, attorneys’ fees, court costs, and related expenses incurred in the event payment is not made in a timely manner, and proceedings are brought by Nimble Agency to collect sums owed. Interest on all monies owed will be charged at the maximum statutory commercial rate. In the event that an invoice is not, or not in a timely matter, paid by Client, Nimble Agency is entitled to discontinue the services. This also applies to other services that are executed for Client.
6.6 Your account records
We maintain records of your services, charges and payments and all such records are taken to be correct unless they are proven to be in error.
- Your representations and warranties
You represent and warrant to us that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement and in any material you supply to us in connection with a project or otherwise.
- All information you supply to us in connection with your use of our services is true and complete in all material respects and will be kept up to date if it changes.
You agree to indemnify and hold harmless Nimble Agency and its subsidiaries, licensors, affiliates, third party information providers, freelancers, producers employees, and agents, against any and all damages, losses, costs (including, but not limited to, legal fees), claims, suits, actions, or other proceedings brought against Nimble Agency based on or arising from any claim resulting from your breach of this Agreement, your violation of any law or third party right, any claim that use of our services has harmed a third party, your use or inability to use the Nimble Agency content and its information, your use of the Services or your uploaded data. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding. Nimble Agency reserves the right, in its sole discretion and at its expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Nimble Agency in the defense of any Claims.
- Limited warranty
NIMBLE AGENCY WARRANTS TO ACT WITH DUE SKILL AND CARE BUT WE MAKE NO FURTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SITE, THE PORTAL OR THE SERVICES. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SITE AND THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Limitation of liability
We make no representation and provide no warranty that the operation of Nimble Agency will be uninterrupted or error-free. So far as the law permits, we disclaim all implied warranties, terms or conditions of satisfactory quality, merchantability, fitness for purpose, title or non-infringement or any implied warranties arising out of course of performance, course of dealing or usage of trade. So far as the law permits, we will not be liable for direct, indirect, incidental, special or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits or loss of data arising in connection with this Agreement, our advice, your expectations, or our performance of services or of any other obligations relating to the Agreement. If, notwithstanding the foregoing, liability arises, you agree that our aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable by you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought. Nimble Agency provides you with advice but is not responsible for the consequences of such advice or the execution of such advice.
- Terms and termination
The Agreement remains in force unless expressly terminated in writing by the Parties. We may terminate your access to the Site or the Portal, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination.
You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. We are free to assign this Agreement to any third parties. A failure of such third party may be attributed to Nimble Agency only if Client can demonstrate that we did not carefully pick the third party.
- Injunctive and other equitable relief
You agree that monetary damages for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in such case Nimble Agency will be entitled, in addition to damages or any other type of relief, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.
- Force majeure
A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, embargoes, government orders, natural disasters, or any other force majeure event.
- Governing law
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the Netherlands, without giving effect to any principles of conflicts of law. The applicability of the Vienna Sales Convention is excluded. You expressly agree that exclusive jurisdiction for any claim or dispute with Nimble Agency resides in the courts of the Netherlands.
- Changes to this agreement
We reserve the right, at our sole discretion, to modify or replace this Agreement by posting the updated terms on the Site. Your continued use of the Site and/or Portal after any such changes constitutes your acceptance of the new terms.
Please review this Agreement periodically for changes. If you do not agree with this Agreement or any changes to this Agreement, do not use, access or continue to access the Site and/or Portal and discontinue your use immediately.