General terms and conditions

LAST UPDATE 15 march 2022

Article 2 – acceptance of the general terms and conditions and formation of the contract

1. Once a single Contract is entered into between AdSomeNoise and the Client based on a Price Quote by AdSomeNoise and to which these General Terms & Conditions apply, the General Terms & Conditions shall apply to any subsequent contract entered into between AdSomeNoise and the Client, unless agreed otherwise or unless a different version of these General Terms & Conditions is expressly declared to apply to this or these subsequent contract(s).
2. These General Terms and Conditions override the Client's own General Terms and Conditions (of Purchase) and the Client acknowledges that documents issued by AdSomeNoise are the only ones which govern the contractual rights and obligations between the Client and AdSomeNoise. The sending of an order form, purchase order or any other document to confirm the order or acceptance of the order by the Client has no influence on the provisions of this article.
3. If a price quote contains terms or conditions that differ from the General Terms & Conditions, then the terms or conditions contained in the price quote shall take precedence. All other provisions of the General Terms & Conditions shall continue to apply. Provisions contained in a price quote that derogate from the General Terms and Conditions apply only to the Services mentioned in the specific price quote and not to any subsequent contract that may be entered into (for that contract, these General Terms & Conditions continue to apply)
4. A Contract can only be formed validly if the Contract is signed by a person who can legally bind AdSomeNoise in accordance with its Articles of Association, or by a person who has received an express power of attorney for that purpose from the competent body of the company. Agreements or contracts with members of staff, agents, representatives, intermediaries etc. are not binding on AdSomeNoise under any circumstances, unless they are ratified by the persons referred to in this article. A Client who has accepted a Price Quote may not invoke this article to assert that a Contract has not been formed.

Article 3 – price quote

1. The offer issued by AdSomeNoise lists exhaustively the Services that, on acceptance of the Price Quote, will form the subject matter of the Contract and the price that is payable by the Client for the performance of the services.
2. Amendments to the Contract (such as Services not provided for in the Price Quote) may only be provided in accordance with Article 4 of these General Terms and Conditions.
3. All prices indicated by AdSomeNoise for the Services are exclusive of VAT or other costs associated with the performance of the Services that are not provided for in the Price Quote, unless expressly indicated otherwise in the Price Quote.
4. Information that is made available by AdSomeNoise about the Services contains only general information that is not binding on AdSomeNoise and which cannot be relied on unconditionally. The Contract is only governed by the provisions of the Price Quote and any other items agreed in writing by the Parties.

Article 4 – contract amendments

1. Amendments to a Contract after its formation (e.g. a request to provide additional Services) will only become part of the Contract if AdSomeNoise confirms these amendments to the contract in writing. If these amendments involve additional costs or additional work, AdSomeNoise will be able to charge for these items (either at the price shown in the Contract in relation to the amendment, or on a unit-price basis at the usual rates for work on a unit-price basis).
2. In principle, a complete or partial change in a Contract is not possible, and AdSomeNoise retains the right to enforce performance of the Contract. If AdSomeNoise nevertheless accepts to cancel a contract, then the Client is bound to pay AdSomeNoise 50% of all the amounts owed by the Client for performance of the Contract, without prejudice to the right to payment of outstanding invoices and without prejudice to AdSomeNoise's right to seek higher compensation through the courts in the event of actual damages caused by the cancellation exceeding the compensation referred to in this Article.

Article 5 – provision of services

1. In principle, the performance of the Services occurs at the premises of AdSomeNoise unless agreed otherwise in writing.
2. The Client acknowledges that the nature of the Services means that AdSomeNoise is only bound to an obligation of means, and that AdSomeNoise cannot guarantee that the Service will achieve a specific result.
3. The Client also acknowledges that in providing the Services, AdSomeNoise will proceed on the basis of the information delivered by the Client, and therefore it is essential that this information should be supplied in detail. The Client is obliged to provide this and AdSomeNoise has no obligation whatever to seek additional information or any clarification.
4. If multiple Services are provided in performance of the Contract, then AdSomeNoise is entitled to split these Service and invoice each individual Service to the Client after provision.
5. AdSomeNoise shall make every reasonable effort to provide the Services as quickly as possible, but the Client acknowledges that delivery periods or dates shown on a Price Quote are for information only and are not binding on AdSomeNoise, unless clearly agreed otherwise in writing. Therefore, any overrun of a delivery period cannot be invoked by the Client as a reason for seeking cancellation of the Contract, or for claiming compensation, without prejudice to the provisions of Article 7.3. In case of abnormal delay in performance, the Client does have the right to terminate the Contract by sending a registered letter, on condition that AdSomeNoise still has not delivered by the new delivery date agreed between AdSomeNoise and the Client (or failing such a new agreed delivery date, within a period of 1 month) after the Client has sent AdSomeNoise notice of default by registered letter. The cancellation of the Contract shall relate, if the case arises, only to those Services that have not been provided. In the event of cancellation due to the fault of AdSomeNoise based on this article, any compensation payable to the Client is limited to the price of the Services that were not provided, without prejudice to the other restrictions on liability of AdSomeNoise, as laid down in these General Terms & Conditions.
6. Any agreed binding delivery periods or dates, which must be explicitly mentioned in the Price Quote or the Contract, only apply if the data necessary for the performance of the Contract was made available promptly. If, as a result of late delivery by the Client, the Contract can only be performed by the deployment of additional manpower, payment of overtime or other additional costs being incurred, AdSomeNoise is entitled, without prior consultation with the Client, to charge these additional costs and invoice them to the Client. In the event of late delivery by the Client, AdSomeNoise is entitled to decide the date of performance of the Contract unilaterally, depending on the resources at its disposal.
7. In the event of delay or defects in the performance of the Service, the Client may not have the Services provided by third parties at the expense of AdSomeNoise. Articles 1143 and 1144 of the Civil Code do not apply to the Contract.
8. If part of the Service involves the use of certain software made available by AdSomeNoise, that means that AdSomeNoise only grants the Client a non-exclusive licence to use the software for the period necessary for the performance of the Contract. The terms and conditions of the software publisher's or supplier's licence agreements apply to the supply and use of such software.
9. AdSomeNoise is entitled to outsource the Contract or parts thereof to third parties or have them carried out by third parties.

Article 6 – media space

1. Failing a specific contract between the Client and AdSomeNoise for the purchase of Media Space, the obligations set out in this Article shall apply.
2. In consultation with the Client, a budget shall be allocated for the purchase of Media Space, with the management of the accounts always being carried out by AdSomeNoise, even if purchases are made via the Client's accounts. AdSomeNoise has the mandate to adapt the monthly budget allocated to reflect the imperatives of the Services and the advertising campaigns set up. The Client acknowledges that this may lead to lowering or raising of the planned budget, and that additional cost may be invoiced to the Client if the purchase occurs via the accounts of AdSomeNoise, as soon as any additional cost is known to AdSomeNoise. This additional cost is payable in accordance with the following paragraph.
3. The budget allocated in advance will be invoiced in advance by AdSomeNoise, and must be paid by the Client before the start of the month to which the budget relates, failing which AdSomeNoise shall be entitled to suspend the Services and advertising campaigns, without prejudice to the other provisions of the General Terms and Conditions.
4. A suspension of the Services or advertising campaigns in the event of failure by the Client to pay the invoices received by the Client for the purchase cannot give rise under any circumstances to any liability on the part of AdSomeNoise, and additional work carried out by AdSomeNoise to re-activate the Client's accounts or restart advertising campaigns and Services will be invoiced to the Client on a unit price

Article 7 – duration and cancellation

1. Contracts are entered into for the period necessary to provide the Services, without prejudice to the provisions of other articles in these General Terms & Conditions.
2. In the event of cancellation of the Contract by or due to the fault of the Client, AdSomeNoise is entitled by operation of law and without notice of default to payment of 50% of all amounts owed by the Client in performance of the Contract, without prejudice to the right to payment of outstanding invoices and without prejudice to the right for AdSomeNoise to seek greater compensation if the actual loss sustained due to the cancellation exceeds the compensation set out in this article. The Client acknowledges that the following circumstances give rise by operation of law to cancellation of the Contract within the meaning of this article, unless AdSomeNoise waives this cancellation in writing, and seeks to enforce performance of the Contract, to which AdSomeNoise is entitled:
   • Non-payment by the Client of the amounts payable under this Contract within 15 days of notice of default by AdSomeNoise by registered letter;
   • Bankruptcy or winding-up of the Client;
   • A breach of the provision of these General Terms and Conditions which expressly allows for the sanction of cancellation of the Contract;
   • Refusal to accept the Services that are the subject of a Contract.

Article 8 - payment

1. The Client is obliged to pay all amounts due under the Contract within 30 days after receipt by the Client of the invoice from AdSomeNoise, at the registered office of AdSomeNoise, unless agreed otherwise in the Contract.
2. In the event of late payment of any amount owed under the Contract, or for any other reason, AdSomeNoise is entitled by operation of law to compensation of 10% of the amount owed, as well as contractually- agreed interest at the rate determined pursuant to the Act of 2 August 2002 on combating payment delays in commercial transactions, as well as the right to suspend the provision of the Services. If AdSomeNoise has to make any payment in performance of the Contract, the sanction in the event of late payment by AdSomeNoise is limited to the statutory settlement provided for in the Act of 2 August 2002 on combating payment delays in commercial transactions. In the event of AdSomeNoise challenging the amounts to be paid, any sanction is also limited to the usual statutory interest rate for overdue payment.
3. The Client waives his right to suspend payment of the amounts due in the event of having a claim of its own or a complaint, and therefore waives the exception for non-fulfilment.
4. As a guarantee for the payment of amounts due to AdSomeNoise, the Client shall pledge all amounts receivable from its clients. This right of pledge comprises the outstanding balance of all amounts in performance of the Contract, as well as all additional and supplementary amounts that the Client owes or will owe AdSomeNoise for whatever reason pursuant to the Contract.
5. Also to guarantee payment of amounts due to AdSomeNoise, AdSomeNoise shall have a right of retention to any property of the Client or third parties that were handed over to AdSomeNoise in preparation of a Contract or in performance of a Contract (retention that continues to apply in the event of the Client going bankrupt).
6. If an order to provide Services for the account of two or more natural or legal persons is issued, these persons are each jointly and severally liable for the complete fulfilment of all obligations arising from the Contract.

Article 9 - liability

1. AdSomeNoise undertakes to perform the Contract using its best endeavours, but AdSomeNoise does not accept any liability for the failure to achieve the Client's intended purpose, also taking account of the provision of Article 5 of these General Terms & Conditions. The Client acknowledges that AdSomeNoise cannot give any guarantee that advertising campaigns can take place without interruption, and is therefore not liable for any form of downtime, in which regard AdSomeNoise will make every effort to resolve any downtime as quickly as possible.
2. Without prejudice to the restrictions on liability of AdSomeNoise as stated elsewhere in these General Terms & Conditions, the Client acknowledges that AdSomeNoise is not liable for information, data, files or other items that are made available by the Client. The Client shall hold AdSomeNoise harmless against any possible claims by third parties concerning that information, data, files or other items.
3. Without prejudice to the other provisions of these General Terms & Conditions, the liability of AdSomeNoise is limited in any case to material, direct loss sustained by the Client in causal connection with a serious fault by AdSomeNoise (excluding other indirect, commercial, moral or other damages), and moreover to the lowest of the following amounts: the amount of the price agreed for the Contract concerned or the amount that is paid out by AdSomeNoise's insurance company in the context of a claim made by AdSomeNoise and covered by its insurance.
4. AdSomeNoise declines any liability for the possible presence of viruses on the information media provided by it, or data or software supplied or downloaded via the Internet. The Client must carry out its own tests of the information media, data or software provided for the presence of viruses.
5. If AdSomeNoise is providing cross-border services, for example for the launch of advertising campaigns in various countries, AdSomeNoise shall not be required to examine the legislation applicable in each country. The client shall indemnify AdSomeNoise against any claims or complaints based on foreign legislation.

Article 10 – complaints and warranty

1. Complaints or defects in relation to the Services must be reported to AdSomeNoise within 14 calendar days after the Client becomes aware of the elements on which the complaint is based. The Client is deemed to be aware immediately of an advertising campaign or certain banners being put online, and the date when they are put online or activated is deemed to constitute the date of commencement of the period set out in this Article.
2. Defects in part of the Service delivered do not confer any right to seek to cancel the entire Contract due to the fault of AdSomeNoise.
3. If AdSomeNoise deems a complaint to be justified and substantiated, AdSomeNoise has the choice to provide the Service that was found to be substandard again free of charge, or to grant the Client a discount on the agreed price by arrangement with the Client.
4. With regard to services provided by third parties through the intermediation of AdSomeNoise, AdSomeNoise is not bound to provide any more comprehensive warranty than that provided by the supplier of the services.

Article 11 – intellectual property

1. The right of use to the designs, documentation, drawings, software, data, etc. supplied by AdSomeNoise only commences - regardless of the actual delivery date - once the Client has fulfilled all its obligations under the Contract under which the items were supplied, in particular:
   • payment of the costs and prices agreed for the supply;
   • payment of any claims for non-fulfilment of the Contract by the Client.
2. AdSomeNoise remains at all times the exclusive owner of the copyright and other intellectual property rights to the items supplied to the Client in performance of the Contract (designs, documentation, drawings, software, data, etc.) and the Client shall only receive, unless stipulated otherwise in the Contract, a non-exclusive right of use to these items for the purposes stipulated in the Contract. These items may only be reproduced or printed by the Client for these purposes (and may therefore not be made available to third parties without prior written permission from AdSomeNoise), and any references to intellectual property rights or owners of those rights must not be removed. There is no obligation on AdSomeNoise to hand over source code to the Client, even after the end of the Contract for whatever reason. Software or other items that are the property of third parties remains the exclusive property of those third parties and the right of use to those items is restricted to the provisions of any licence agreement concerning those items. If (an employee, agent, intermediary or another person from) the Client can be considered in any way as the author of part of the items that were supplied in performance of the Contract, then the Client warrants that the copyright or other intellectual property rights to these items will be assigned to AdSomeNoise and that the Client itself has entered into contracts with the persons concerned to transfer the intellectual property rights. If AdSomeNoise agrees notwithstanding the provisions of the preceding paragraph of this article to hand over the source code or other data to the Client, AdSomeNoise has the right in any case to charge a fee for this as it thinks fit. The transfer of the source code can only occur after payment of the agreed fee.
3. Clients who provide AdSomeNoise with information, files, data, texts etc. in the context of the provision of the Services grant AdSomeNoise, unless agreed otherwise between the parties (e.g. under a NDA), a non- exclusive right to reproduce these items, print them, share them with the public for all possible commercial and non-commercial purposes (including promotion of AdSomeNoise's business), without granting the Client any entitlement to any fee.

Article 12 – privacy

1. AdSomeNoise will process personal data from the Client (in particular from its representatives, employees and subcontractors) with the aim of performing the agreement, and for related legitimate purposes such as keeping the Client informed about AdSomeNoise’s activities and service range. For more detailed information about the processing of personal data in the context of this agreement by AdSomeNoise in its capacity as controller in the sense of the GDPR, AdSomeNoise refers to its Privacy Policy that can be consulted on her website https://www.adsomenoise.com/.
2. Within the context of the provision of services rendered by AdSomeNoise to the Client, in particular in setting up useful advertising campaigns or creating and managing websites , AdSomeNoise will possibly process personal data on its systems and tools from individuals on behalf of the Client (e.g., from website visitors, customers of the Client, ...). These individuals and their relevant data will be identified and supplied by (or via the website and social media channels of) the Client. To the extent that AdSomeNoise engages in such processing of personal data, AdSomeNoise acts in its capacity of processor in the sense of the GDPR. For these processing activities, a separate Data Processing Agreement will be concluded between AdSomeNoise and the Client, in accordance with article 28 of the GDPR. The Client acknowledges that with respect to these processing activities it outsources to AdSomeNoise, it qualifies as a controller in light of the GDPR and in this context declares to abide by the GDPR and any applicable country specific privacy laws.

Article 13 – no-poaching clause

Taking into account the specific nature of the Services provided by AdSomeNoise, the Client undertakes during the period of the Contract and for a period of 12 months after the end of the Contract, neither directly nor indirectly to recruit personnel employed by AdSomeNoise in connection with the Services, or to make use of the services of those persons, unless with the prior written permission of AdSomeNoise. In the event of an infringement of this article, the Client shall be liable to pay compensation to AdSomeNoise by operation of law, of an amount equal to the most recent amount invoiced to AdSomeNoise by the person concerned (or their management company) for a whole month's work (in the case of self-employment) or the gross salary paid to the person concerned (in the case of an employee) and these amounts shall then be multiplied by twelve, without prejudice to AdSomeNoise's right to seek greater compensation if it has actually sustained a greater loss.

Article 14 – confidentiality

All information, files and other items that were exchanged in performance of the Contract between AdSomeNoise and the Client are confidential and may only be used by both parties, unless stipulated otherwise in the General Terms & Conditions or in the Contract, for the purpose of performance of the Contract and provision of the Services.

Article 15 - general

1. The Client is not entitled to assign any rights and obligations under a Contract or the Contract itself to third parties without the prior express permission of AdSomeNoise.
2. The invalidity of any clause of these terms and conditions shall not have any influence on the validity of the other clauses of these General Terms & Conditions, and shall not result in invalidation of those clauses.
3. The Contract is governed by Belgian law, and the courts of the Leuven legal district shall have sole jurisdiction.