The Guru Agency (“Agency”) is a Dutch legal entity with principle place of business at Molenbeekstraat 31-2, 1078XB, Amsterdam, engaged in providing services including software application development and strategy consulting, and user experience and user interface design (UX/UI). These Terms of Service (Terms) shall contain the general terms and conditions on the client's engagement of Agency’s services subject to the Statement of Work (“SOW”) detailing the specifics of the project subject of the engagement which shall form integral part and referenced herein by incorporation.
These Terms shall apply to all offers, services, agreements and deliveries of Agency unless explicitly agreed otherwise in writing. Pursuant to and consistent with these Terms, Agency agrees to exert its best efforts to provide the services and complete the work agreed upon as described under the SOW, attached herein. Agency reserves the right to modify the SOW from time to time during the term hereof upon reasonable written notice to Client.
Unless otherwise agreed upon in the SOW, Client undertakes to pay for the services in advance for the deliverables specified in the SOW. The mode of payment may be agreed upon by the Agency and the Client which shall be reflected in the SOW. Client shall make the payment within fourteen (14) calendar days (2 weeks) upon receipt of the invoice or request for payment by Agency.
Agency and Client undertake to cooperate and collaborate in good faith throughout the engagement. The Client shall elect a Contact Person, who will be responsible for making available to Agency of all relevant information, human and material resources needed by Agency for the successful delivery of the services. The Contact Person shall be available and act in good faith to support Agency in the development and completion of the agreed deliverables, according to the SOW.
Client, including all its employees, contractors and agents, undertake to collaborate with Agency in good faith and shall promptly and clearly communicate and/or relay the requested information necessary to accomplish the deliverables as stated in the SOW. For this purpose, Agency shall have the right to charge an agreed upon hourly fee for any delay attributable to Client’s uncooperative demeanour, inaccurate, confusing, and/or conflicting instructions or communication, and such other acts or behaviour, which, to the sole and reasonable judgment of Agency, caused inordinate delays on the development of the deliverables to the prejudice of the Agency.
For clarity, “Work Product” shall mean the materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the SOW, and any improvements or modifications to proprietary computer software programs or related materials which may be conceived or developed, alone or jointly with others, in the course of performing the services hereunder or as a result of providing such services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection, and any and all related patents, patent applications, trademarks, copyrights, trade secrets, and other proprietary rights.
Client understands and agrees that any pre-existing intellectual property and its related rights (“IP”) owned by Agency or a third-party used to develop the Work Product and/or deliverables under the SOW shall remain owned by Agency or the third-party as the case may be. Accordingly, Client understands that only the part of the IP created specifically for Client as described and indicated under the SOW shall be transferred to Client upon completion of the deliverable/s.
Unless otherwise provided in the SOW, Client shall be entitled to request Agency for the review of the work done and/or services in the maximum of two (2) instances. Agency reserves the right to charge Client an agreed upon hourly fee for any additional review requested by Client.
Nothing from these Terms shall be construed so as to constitute an employer-employee relationship, joint venture, or partnership between the parties and neither party shall have the power or authority to bind the other to any contract or obligation who are not otherwise obliged or liable under the law. Any change to the parties’ relationship herein, such as the parties’ entering into a partnership or joint venture relationship, must be reflected accordingly on the SOW or another separate legally binding agreement.
These Terms shall be construed in accordance with and governed by the laws of the Netherlands. In case of disputes arising from this Agreement, the Parties shall first make mutual efforts in resolving the issues and/or dispute amicably. Should the Parties fail to reach an amicable settlement within a period of thirty (30) days, the dispute must be referred to the Dutch Courts in Amsterdam which shall have jurisdiction over the same.
Any reference in this Agreement to “written notice” shall include notice by email, where there is reasonable certainty that such email notice originated from the parties respective email addresses. The parties acknowledge that oral or written information exchanged between the parties in connection with their contractual relationship are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:
— is or will be in the public domain (other than through the receiving party’s unauthorized disclosure);
— is under the obligation to be disclosed pursuant to the applicable laws or regulations.
The contractual relationship between the parties under these Terms shall terminate when all deliverables have been executed by Agency according to the applicable SOW. Unless otherwise provided in the SOW, either Party shall have the right to terminate this Terms without cause upon thirty (30) days’ prior written notice to the other Party. All outstanding invoices sent by Agency to Client prior to the written notice, shall be paid in full, in accordance with the terms stated at Section II of these Terms, or according to the payment terms agreed upon in the SOW.
These Terms together with the SOW, contain the entire agreement between the parties and supersedes any and all prior and contemporaneous oral and written agreements.The parties have completely read this Terms and the SOW and fully understood every word of it and its meaning and have affixed hereunder their respective signatures voluntarily and freely with the full and complete knowledge of the meaning and intent of this Terms and SOW and of their rights under existing laws.
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