1. Definitions
- Havisionz: the private limited company / sole proprietorship Havisionz, established in the Netherlands, registered with the Chamber of Commerce under number [to be completed], hereinafter also referred to as "we", "us" or "our".
- Brand: the natural or legal person who enters into an agreement with Havisionz for influencer marketing services, also referred to as "advertiser" or "client".
- Creator: the natural person who creates content on social media platforms and has registered with Havisionz, also referred to as "influencer".
- Platform: the website havisionz.nl and all associated subdomains and applications.
- Services: all services offered by Havisionz, including influencer matching, campaign management, content strategy and reporting.
- Campaign: a specific marketing activity in which a brand collaborates with one or more creators via Havisionz.
- Content: all materials created by creators in the context of a campaign, including photos, videos, texts and stories.
2. Applicability
These general terms and conditions apply to all offers, agreements and services of Havisionz, unless otherwise agreed in writing.
By using our website or services, you agree to these terms and conditions. Deviating terms of the client are expressly rejected, unless Havisionz has accepted them in writing.
Havisionz reserves the right to amend these terms. Amendments take effect 30 days after publication on the website or after notification to existing clients.
3. Services
3.1 Scope
Havisionz acts as a broker between brands and creators. Our services include, but are not limited to:
- Matching brands with suitable creators based on target audience, niche and campaign objectives
- Campaign management and coordination
- Content strategy and briefing support
- Reporting and analysis of campaign results
3.2 Best efforts obligation
Havisionz has a best efforts obligation and not a results obligation. We endeavour to achieve the best possible results, but do not guarantee specific outcomes such as reach, engagement or conversions.
3.3 Social Media & Influencer Marketing Advertising Code (RSM)
All campaigns executed through Havisionz must comply with the Social Media & Influencer Marketing Advertising Code (RSM) of the Dutch Advertising Code Foundation. This means, among other things, that commercial collaborations must be clearly recognisable as such to the public.
4. Brand obligations
The brand is obliged to:
- Timely deliver all required information, materials and approvals
- Provide correct and complete information about products, services and campaign objectives
- Comply with the Dutch Media Act and the Social Media & Influencer Marketing Advertising Code
- Timely payment in accordance with the agreed payment terms
- Not approach creators outside Havisionz during an agreement and for 12 months thereafter, unless otherwise agreed in writing
5. Creator obligations
The creator is obliged to:
- Deliver content in accordance with the agreed briefing, quality standards and deadlines
- Clearly label commercial content in accordance with the RSM (e.g. #ad, #collaboration, #partner)
- Not accept assignments for competing brands during the exclusivity period
- Provide correct statistics and insight into reach and engagement
- Not directly contact brands outside Havisionz during an agreement and for 12 months thereafter
- Comply with the community guidelines of the relevant social media platforms
6. Compensation and payment
6.1 Fee model
The fee for Havisionz's services is determined per campaign or agreement and confirmed in writing. All amounts stated are exclusive of VAT, unless otherwise indicated.
6.2 Payment terms
Invoices must be paid within 30 days of the invoice date, unless otherwise agreed in writing. In case of late payment, statutory commercial interest is due.
6.3 Creator compensation
Havisionz guarantees fair and transparent compensation to creators. The creator compensation is agreed upon prior to each campaign and is paid within 14 days after completion and approval of the campaign.
7. Intellectual property
7.1 Content
The intellectual property rights to content created by creators belong to the creator, unless otherwise agreed in writing. The brand obtains a usage right for the agreed purpose and duration.
7.2 Reuse
Reuse of content outside the agreed scope requires prior written consent from the creator and may involve additional compensation.
7.3 Havisionz materials
All intellectual property rights to materials developed by Havisionz, including strategy documents, reports and the Platform, belong to Havisionz.
8. Confidentiality
All parties are obliged to maintain confidentiality of confidential information shared in the context of the collaboration. This obligation applies during the term of the agreement and for 2 years after termination.
Confidential information includes in any case: campaign strategies, budgets, compensation, client data and internal business information.
9. Liability
9.1 Limitation
The liability of Havisionz is limited to the amount paid out under the liability insurance in the relevant case, or in the absence thereof, to a maximum of the invoice amount of the relevant assignment over the last 3 months.
9.2 Exclusion
Havisionz is not liable for:
- Indirect damage, including consequential damage, lost profits or missed savings
- Damage caused by acts or omissions of creators or brands
- Changes in algorithms or policies of social media platforms
- Failure to achieve expected campaign results
- Damage due to incorrect or incomplete information provided by the brand or creator
10. Force majeure
In case of force majeure, Havisionz is not obliged to fulfil any obligation. Force majeure is understood to mean: any circumstance beyond the control of Havisionz that temporarily or permanently prevents performance, including social media platform outages, internet failures, pandemics, government measures or strikes.
11. Duration and termination
The agreement is entered into for the duration as agreed in the specific proposal or contract. Both parties may terminate the agreement in writing with a notice period of 30 days.
Havisionz is entitled to dissolve the agreement with immediate effect if the brand or creator:
- Acts in violation of these terms or applicable laws and regulations
- Is declared bankrupt or applies for suspension of payment
- Acts in a manner that damages the reputation of Havisionz or involved parties
12. Complaints
Complaints about the services must be submitted in writing to Havisionz within 14 days of discovery. We aim to resolve complaints within 30 days.
If a complaint is not resolved satisfactorily, you may refer to the competent court or a recognised dispute resolution committee.
13. Applicable law
All agreements between Havisionz and its clients are governed by Dutch law. Disputes shall be submitted to the competent court in the district where Havisionz is established.