As of 5 October 2018 these terms are no longer in use.

Please see our new Terms and Conditions

General Terms and Conditions

As of 5 October 2018 these terms are no longer in use.

The Akvo General Terms and Conditions consist of the following components:

As of 5 October 2018 these terms are no longer in use.

1 – Introduction

The Akvo Flow Services Terms and Conditions are part of the Akvo General Terms and Conditions.

2 – Product Assumptions

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

  • 2.1. This service is specifically for supporting the Partner instance of Akvo Flow under the Agreement, including the Akvo Flow pricing plan describing the number of forms that can be submitted, support by Akvo and a price for adding further forms. There are no limits on the number of Akvo Flow dashboard users or on report generation.
  • 2.2. Minimal use of Akvo Flow under the Agreement will be one (1) year. The Partner can decide to sign a Multi-year Agreement for the use of Akvo Flow. In that case a 10% discount will be given on the software costs as applicable on the specific agreed plan.
  • 2.3. Akvo Flow, additional forms or upgrades purchased will be made available to the partner upon receipt of an accepted purchase order.
  • 2.4. Within the agreed plan under the Agreement, a partner can buy additional forms to be submitted to Akvo Flow. This against the unit costs as mentioned in the Agreement. Additional costs will be invoiced along with the end of year invoice as described in the Agreement.
  • 2.5. A Partner can decide to upgrade to a more extensive plan at any time. This will be agreed upon in an addendum to the existing Agreement. Intermediate invoicing of the additional costs will be based upon the price difference between plans and proportional to the period during which the new plan will be used as described in the addendum. A Partner can decide to down grade to a less extensive planat the end of each contract year within the Agreement. This will be agreed upon in a new Agreement. The Akvo Flow x4kplan represents the minimal contract for the use of Akvo Flow.
  • 2.6. Partners may not assign the Akvo Flow instance or services -or any benefit -to a third partner, without the prior written approval of Akvo.
  • 2.7. Partner agrees to be an implementing partner,with no additional feature development. Any Akvo Flow development or adaptation we undertake in this engagement will be limited to bug fixes and general support. Akvo welcomes suggestions for improvement of the software and services. Feature requests or enhancements can become part of the development roadmap of Akvo Flow.
  • 2.8. Partner agrees to consider participating in and contributing to video interviews and blogs about the project and their usage experience.
  • 2.9. If a new release Akvo Flow will become available the current instance will be updated for no additional cost. The Partner has to update all mobile devices as necessary.
  • 2.10. Akvo Flow is a product that is continuously improved. New features will be made available to our partners in new releases.All user feedback from our partners will be usedtofurther develop the product and its features, providing accessibility and functionality to an increasing user base, and removing barriers to using the product.
  • 2.11.The Akvo Flow terms of usecan be found here:https://akvo.org/help/akvo-policies-and-terms-2/akvo-flow-terms-of-use

* This should be enough for even very large data collection efforts. As an example: a large 4-month WSP data collection in Sierra Leone with 150 phones collected 29.000 data points, well within the limit. If you plan to go over this, please contact us.

3 – Project assumptions

Costs and activities related to the use of Akvo Flow are clearly marked in the Agreement. 

Any required Akvopedia, Akvo RSR and/or Akvo Caddisfly services are covered under separate services terms and conditions. Akvopedia is accessible free of charge.

Last updated 26 January 2016

As of 5 October 2018 these terms are no longer in use.

Last Modified: 9 May 2016

1 – Introduction

The Akvo RSR Services and Support Terms and Conditions are part of the Akvo General Terms and Conditions.

2 – Responsibilities

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

Akvo will make sure that support partners:
Receive general support in using Akvo RSR.
Receive technical assistance and training to ensure good use of Akvo tools.
Can integrate and visualise Akvo projects in their own websites (by using widgets and/or Akvo partner sites, and/or through the use of the Akvo RSR API).
Will be invited to participate in all support partner meetings, to make sure we fit your needs.
Partner responsibilities
Under the Agreement the Partner shall act as one of the main Akvo support partners:

Provide general support in the promotion of Akvo.
Be allowed to introduce new field partners into the Akvo RSR system, with the approval of Akvo.
Approve the final project proposals of its field partners, ensure quality control on-going monitoring and follow-up of projects.
Assist the field partners in producing an adequate number of project updates (once the projects are active).
For projects publicly published by the Partner, share project descriptions, updates and pictures under the Creative Commons Attribution-Non Commercial-Share Alike 3.0 license (CC-BY-NC-SA), allowing them to be reused (or later versions as applicable).
Data that is submitted to the Akvo RSR service by support partners, field partners and other users, for publicly published projects, i.e. other information than photographs, updates and project descriptions, is available under a dual license. Both licensed under the Creative Commons Attribution-Share Alike 3.0 License. (CC-BY-SA)and under the Open Database License 1.0 [ODbL] (or later versions as applicable), allowing the data to be reused.
Content, images and data for private projects are not shared.

3 – Product Assumptions

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

3.1. This service is specifically for supporting the Partner use of Akvo RSR under the Agreement, including the Akvo RSR pricing plan describing the number of projects/programmes that can be put online, support by Akvo and a price for adding further projects/programmes. There are no limits on the number of Akvo RSR users or on report generation.
3.2. Minimal use of Akvo RSR under the Agreement will be one (1) year. The Partner can decide to sign a Multi-year Agreement for the use of Akvo RSR. In that case a 10% discount will be given on the software costs as applicable on the specific agreed plan.
3.3. Akvo RSR or upgrades purchased will be made available to the partner upon receipt of an accepted purchase order. A Partner can decide to upgrade to a more extensive plan at any time. This will be agreed upon in an addendum to the existing Agreement. Intermediate invoicing of the additional costs will be based upon the price difference between plans and proportional to the period during which the new plan will be used as described in the addendum. A Partner can decide to down grade to a less extensive plan at the end of each contract year within the Agreement. This will be agreed upon in a new Agreement. The “Akvo RSR1-20 projects”plan represents the minimal contract for the use of Akvo RSR.
3.4. Partner agrees to consider participating in and contributing to video interviews and blogs about the project and their usage experience.
3.5. If a new release Akvo RSR will become available sooner the current service will be updated for no additional cost. The Partner has to update all Akvo RSR Widgets, integrations with the Akvo RSR API and mobile devices as necessary.
3.6. Partners may not re-assign the Akvo RSR services to a third partner, without the prior written approval of Akvo.
3.7. Partner agrees to be an implementing partner, with no additional feature development. Any Akvo RSR development or adaptation we undertake in this engagement will be limited to bug fixes and general support. Akvo welcomes suggestions for improvement of the software and services. Feature requests or enhancements can become part of the development roadmap of Akvo RSR.
3.8. The Akvo RSR terms of use can be found here.

4 – Project assumptions

Costs and activities related to the use of Akvo RSR are clearly marked in the Agreement.

Any other required services such as Akvopedia, Akvo Flow and/or Akvo Caddisfly services are covered under a separate services terms and conditions.

Revisions history

9 May 2016: Updated ‘Partner responsibilities’ area to reflect changes in Akvo RSR which allow for creation of private projects.

As of 5 October 2018 these terms are no longer in use.

1 – Introduction

The Akvopedia Services and Support Terms and Conditions are part of the Akvo General Terms and Conditions.

2 – Product Assumptions

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

  • 1. This service is specifically setup to collaborate and share information around subject matters which are covered in Akvopedia in an open and non-exclusive way.
  • 2. The partner agrees to share information and pictures entered into the Akvopedia, pictures under the Creative Commons Attribution-Share Alike 3.0 license (CC-BY-SA), allowing the information to be reused (or later versions as applicable).
  • 3. Akvopedia is available from Akvo as a service, as-is, with no warranties or guarantees about quality or availability. Akvo endeavour to keep the Akvopedia service available and serviceable to the best of its ability.
  • 4. The Akvopedia Privacy Policy can be found here.
  • 5. The Akvopedia Privacy Policy is part of the Akvopedia Policies and Guidelines and can be found here.
  • 6. The Akvopedia General Disclaimer can be found here.

3 – Project assumptions

Costs and activities related to the use of Akvopedia are clearly marked in the Agreement.

Any required Akvo RSR, Akvo Flow and/or Akvo Caddisfly services are covered under separate services terms and conditions. Akvopedia is accessible free of charge.

Last updated 26 January 2016

As of 5 October 2018 these terms are no longer in use.

1 – Introduction

The Akvo Caddisfly Services Terms and Conditions are part of the Akvo General Terms and Conditions.

2 – Product definition

Akvo Caddisfly is Akvo’s mobile drinking water testing solution (The Product). Akvo Caddisfly comprises different types of water quality tests. The specific Caddisfly tests delivered by Akvo to the Partner are defined in the Agreement.

3 – Responsibilities

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

Akvo as owner and creator of Akvo Caddisfly shall:

  • Deliver technical assistance and training on request to ensure good use of Akvo Caddisfly
  • Related to any Akvo Caddisfly development or adaptation, fix bugs and deliver general support in this engagement. Akvo welcomes suggestions for improvement of the software and services. Feature requests or enhancements can become part of the development roadmap of Akvo Caddisfly
  • Update Partner of any improvement in Akvo Caddisfly
  • Share test data with interested third parties to ensure continuous development of the available Akvo Caddisfly tests for which the Partner hereby gives its express approval.

The Partner herein specifically agrees and acknowledges that for the purposes of this Agreement, it is a testing and implementing partner of Akvo with respect to the Product, and shall:

  • Use the Product in the manner prescribed in the instruction manual enclosed in the Product kit
  • Maintain all records and data with respect to the available tests carried out by it to measure the level of contamination in water samples
  • Share all documents pertaining to the use of the Product, including but not limited to data, records, findings, analysis, results, reports, etc., with any third party. However, any test data provided by the Partner shall contain aggregate data instead of individual or household profiles of people who participated in the test
  • Consider Akvo’s request to contribute to video interviews, blogs, etc. in connecting with Akvo Caddisfly and the tests undertaken using the Product
  • Acknowledge Akvo as the owner of the Akvo Caddisfly mobile application as well as the Akvo Caddisfly trademark, whenever required by Akvo.

4 – Product assumptions

The following assumptions have been made in defining the Agreement and any changes to these assumptions may require a corresponding change in scope:

4.1 The Product shall only be used to carry out available tests on the type of water samples the Akvo Caddisfly tests were specifically designed for as described in the manual.

4.2 The Partner acknowledges that the Product is not ready for commercial usage and is still a work-in-progress. Accordingly, it shall not assign, transfer or re-sell the Product to any third party without prior written approval of Akvo.

4.3 In order to conduct the test, the Partner shall use its own cell phone (or cell phone (s) delivered by Akvo as described in the Agreement) and attach the ingredients of the Product kit to it. The test result will be displayed on Akvo’s mobile application “Akvo Caddisfly.” Notwithstanding anything contained herein, the Partner shall ensure that the hardware used for testing is compatible with the version of Akvo Caddisfly developed by Akvo.

4.4 While testing drinking water samples using the Product, the Partner shall sign-in to a Partner Akvo Flow instance or if agreed in the Agreement to the Caddisfly data storage, which shall store all test data and results with Akvo. In the latter Akvo shall be free to share all such data with any third party under an open data license, the Open Data Commons Open Database License version 1.0 or higher for which the Partner hereby gives express approval.

4.5 The Partner acknowledges and confirms that the tests undertaken by it using the Product are only screening tests and not a substitute for laboratory tests. Accordingly, the Partner shall not take any decision on the potability or otherwise of drinking water solely on the basis of using the Product. Specific reference is made to article 6. Limitations of liability in Akvo’s General Terms and Conditions.

4.6 In the event the Partner conducts tests on water collected from natural sources, there will be some variability in water quality parameters over a period of time. Accordingly, the Partner confirms that while testing, source data with different methods of testing shall be compared with water samples collected at the same place and time.

4.7 All testing by the Partner shall be in strict accordance with the instruction manual present in the Product kit, including the storage and handling of all ingredients as well as complying with the instructions pertaining to errors, test range, etc. The Partner agrees to use any reagents before their expiry dates mentioned on their packaging and acknowledges that in the event the expired reagents are used, the test results would vary.

4.8 A new release of the current Akvo Caddisfly app can be updated for no additional cost. The Partner has to update all mobile devices as necessary.

4.9 Akvo Caddisfly is a product that is continuously improved. New features will be made available to our partners in new releases. All user feedback from our partners will be used to further develop the product and its features, providing accessibility and functionality to an increasing user base, and removing barriers to using the product.

5 – Project assumptions

Costs and activities related to the use of Akvo Caddisfly are clearly marked in the Agreement.

Any required Akvopedia, Akvo Flow and/or Akvo RSR services are covered under separate services terms and conditions. Akvopedia is accessible free of charge.

Last updated: 28 July 2016

As of 5 October 2018 these terms are no longer in use.

Definitions and interpretations

“Akvo” means Stichting Akvo (Akvo Foundation with its incorporated organisational entities) who’s principal place of business is at ‘s-Gravenhekje 1A, 1011 TG Amsterdam.

Akvo and the Partner is individually a “Party” or collectively “Parties”.

For the purpose of the Akvo General Terms and Conditions “the Agreement” shall include any individual  Project Agreement, Programme Agreement or General Framework Agreement concluded between Parties  defining the scope of authorized services and deliverables to be performed by Akvo (“Services”) under the Agreement.

For the purpose of the Agreement “Work Product” shall include, without limitation, all designs, discoveries,  creations, works, devices, masks, models, work in progress, inventions, products, computer programs  (both source and object code), developments, drawings, notes, documents, reports, business processes,  information, advice and material Akvo makes, conceives or develops, alone or in collaboration with others  including any summary, abstract, portion or derivation thereof.

These General Terms and Conditions form part of any Agreement between the Parties for the supply of goods and services by Akvo to the Partner.

1 – Services

1.1 The scope of authorized services and deliverables to be performed by Akvo (“Services”) will be described  in the Agreement explicitly referencing to the Akvo General Terms and Conditions, incorporated herein by  reference.

1.2 The Services described in the Agreement are expressly not the internet software-as-a-service (“SaaS”)  which Akvo provides, but include without limitation: Akvopedia, Akvo Flow, Akvo Really Simple Reporting  (“Akvo RSR”) and Akvo Caddisfly. The Services Terms and Conditions for Akvopedia, Akvo Flow, Akvo RSR and Akvo Caddisfly are all covered in separate services terms and conditions, including but not  limited to: Akvopedia Services and Support Terms and Conditions, Akvo Flow Services and Support  Terms and Conditions, Akvo RSR Services and Support Terms and Conditions and Akvo Caddisfly Services and Support Terms and Conditions.

2 – Billing and payments

2.1 Akvo’s budget for performing the Services is described in the Agreement, referred to as “Total Budget”.

2.2 Each Agreement will contain a budget section with one or more of the following fees and/or costs: separate online product and service fees, staff support fees, workshop, travel, software development and other (hardware) costs. The Partner shall reimburse Akvo for reasonable, necessary, and pre-approved out-out-town travel, meals, transportation and accommodation expenses (which shall not exceed actual costs or agreed per diem) incurred by Akvo in connection with the Services. Air transportation shall be economy class, unless other arrangements are pre-approved by the Partner in writing. Invoices shall enumerate expenses actually incurred. Copies of receipts of expenses can be presented on request by the Partner.

In addition to Fees, Reimbursable Expenses, any applicable taxes incurred in connection with the Services  other than taxes imposed on Akvo’s income (“Taxes”) will be billed to, and paid by, the Partner.

2.3 Akvo will submit invoices for Fees, Reimbursable Expenses and Taxes to Client in accordance with the invoicing schedule mentioned in the Agreement.

2.4 The Partner shall pay each undisputed invoice within thirty (30) days of the date of the invoice. Client shall  notify Akvo in writing of any dispute regarding all or part of an invoice within twenty (20) business days from receipt of the invoice. In the even that The Partner does not timely provide such notice, the entire invoice shall be deemed valid. The undisputed portion of an invoice shall be paid in accordance with the procedures described herein. In the event The Partner fails to pay in accordance with those procedures, Akvo may, at its option, terminate the Agreement pursuant to Article 8 or suspend performance until payment is made.

2.5 Interest of 1.5% per month on the outstanding balance of an invoice will be charged on past due amounts (except on any fees that are disputed by the Client in accordance with Section 2.4). Payments by the Partner will thereafter be applied first to accrued interest and then to the unpaid principal balance.

3 – Independent contractor

3.1 It is expressly agreed that Akvo shall perform the Services under the Agreement as an independent contractor with complete control and responsibility for its employees, subcontractors, suppliers and  agents, and sole responsibility for the means and methods of performance and without direction or control  by The Partner.

3.2 Nothing in the Agreement shall be constructed as creating a single enterprise, agency, joint venture or employer-employee relationship between the Parties hereto, and neither Party shall represent itself to any  third party to be an owner, officer, agent or employee of the other Party.

4 – Ownership of Work Product and Deliverables

4.1 Akvo is an organisation that expressly works with Work Products and makes Work Product public under  several different open source licenses for computer software and other open licenses, including but not limited to, the GNU Affero General Public License, the Creative Commons licenses and the Open Data Commons Open Database License version 1.0 or higher..

4.2 The Partner agrees to promptly disclose and describe to Akvo any and all Work Products that The Partner is sharing with Akvo, which should not be a joint Work Product published under an open source license or  a Creative Commons license. The Partner furthermore agrees to mark such Work Products clearly with “Not a Contribution”.

5 – Changes and Delays

5.1 If changes in the nature or extent of the Services requested by the Partner in writing or necessitated by  changing conditions of law or professional standards, Force Majeure Events, scheduled delays due to  lack of Client Cooperation (as defined below), or events beyond Akvo’s reasonable control, cause  an increase or decrease in the cost of, or the time required for, performance of any part of the Services in  the Agreement, the Parties, shall in good faith, negotiate an equitable adjustment in the price to be paid,  the delivery schedule, or both, and shall modify the affected Agreement accordingly.

5.2 For the purpose of the Akvo General Terms and Conditions, “Force Majeure Events” include strike,  lockout, earthquake, hurricane, flood, fire or other acts of nature, war, rebellion, civil disorders, acts of  terrorism, laws, regulations, acts of civil or military authorities (including the denial or cancellation of any export or other necessary license), unavailability of materials, carriers, or communication facilities, and  any other unforeseeable causes beyond the reasonable control of the Party whose performance is  affected (except for financial inability). Any Party so impacted in whole or in part by a Force Majeure Event  shall promptly give the other Party notice of the Force Majeure Event, including reasonably full particulars  about the event. Both Parties shall use all reasonable efforts to minimize the consequences of any Force Majeure Event.

5.3 The Parties acknowledge and agree that Akvo’s ability to perform the Services in a timely and cost-effective manner is conditional upon its receiving The Partner’s reasonable cooperation (“Cooperation”),  including but not limited to The Partner’s good faith and timely provision to Akvo of information and  resources reasonably requested by Akvo in connection with performing the Services under the  Agreement. The Partner’s failure to provide Cooperation may result in a change to the delivery schedule  and in such event, the Parties shall modify the affected Agreement accordingly.

5.4 Each Party will give prompt written notice to the other Party whenever a Party observes or becomes  aware of any development that affects the scope or timing of the other Party’s performance of its  obligations hereunder other than the partner’s payment obligation or the Services under the Agreement.

6 – Limitations of liability

6.1 Except with respect to any indemnification obligations set forth in Section 7 and the payment of interest under article 2.5 neither party will be liable to the other Party for any indirect, incidental, special, punitive or consequential damages (including, but not limited to, a loss of earnings, profits, products, data or goodwill, economic loss, delay, extended overheads, regulatory fines or penalties and all costs and expenses related to regulatory fines or penalties, and business interruption damages) in any action or for any claim or cause of action in contract, tort or any other legal claim or cause of action, whether or not a Party might have been advised of the possibility of such damages.

6.2 Except with respect to any indemnification obligations set forth in article 7 each Party’s total aggregate liability in any action or for any claim or cause of action in contract, tort or any other legal claim or cause of  action related to or arising out of the Agreement, or Akvo’s performance of the Services shall be limited to the fees paid or payable pursuant to the Agreement covering the Services or Work Product that gives rise  to liability.

7 – Indemnification

7.1 Each Party will indemnify and hold harmless the other Party, it’s officers and employees against all suits, claims, damages, liability and expenses (including reasonable legal expenses) by third Parties of any kind, arising out of the indemnifying Party’s acts or omissions in relation to its participation in the Agreement.

7.2 The Party seeking indemnification under this Section will: (a) notify the indemnifying party in writing within  thirty (30) days after the indemnified party receives notice of the claim; (b) give the indemnifying Party sole  control of the defence and all related settlement negotiations, provided that the indemnifying Party shall not settle any claim in hereunder without the indemnified Party’s written consent if such settlement  imposes any liability on the indemnified party, or contains or implies any wrongful action or inaction or any  admission of wrongdoing by or with respect to the indemnified Party; and (c) provide the indemnifying Party with reasonable assistance, at the indemnifying Party’s sole expense, in the defence of the claim.

8 – Termination of services

8.1 For the purpose of the Akvo General Terms and Conditions, “Default” shall mean a Party’s breach of a  material obligation under the Agreement . In the event of a Default by one Party, the other Party may terminate the Agreement by providing thirty (30) days written notice of termination to the other Party  describing the grounds for Default on which the termination is based, provided that the Party receiving the  termination notice shall have the right to cure such Default within thirty (30) days from receipt of the notice. If the Party receiving the termination notice does not cure the Default within thirty (30) days, the Agreement will be terminated. If the Party receiving the termination notice concludes that it cannot cure  the Default within thirty (30) days, it shall so inform the other Party promptly and the Agreement will be immediately terminated.

8.2 In the event that the Agreement expires or is terminated for any reason, (i) the Partner shall pay Akvo for the portion of the Services, if appropriate on a pro rata basis, performed and the Reimbursable Expenses and taxes incurred prior to the effective date of termination, (ii) Akvo shall return any unutilised working advances to the Partner (iii) Akvo shall deliver to the Partner any Deliverables and/or Work Product, completed or then in progress, in Akvo’s possession: provided, however, that all such deliverables and/or work product delivered to the Partner under this Section shall be provided to the Partner “as is” and any warranties, expressed or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed. The Partner assumes any and all risks associated with any use or dissemination of all or any portion of the deliverables and/or Work Product that is delivered upon termination of the Agreement in accordance with this Section. 

8.3 The Partner will give prompt written notice to Akvo if the Partner observes or becomes aware of any  perceived defect in Akvo’s performance of the Service under the Agreement and Akvo will respond to  such notices in accordance with its obligations under the Agreement.

9 – Warranties

9.1 Akvo warrants to The Partner that: (i) the Services shall be performed in a professional and workmanlike  manner and in accordance with the prevailing industry standards by Akvo’s personnel and contractors and reasonably  believed by Akvo to be competent and fully trained and qualified; (ii) Akvo is the sole and exclusive  creator of the Deliverables and Work Product provided to the Partner hereunder, other than contributions  of open source or openly licensed Work Products provided by the community surrounding the Work  Products which Akvo produce, and Akvo’s performance of its obligations under the Agreement will not  violate, infringe or misappropriate upon the intellectual property or proprietary rights of a third party; (iii) Akvo is under any pre-existing obligations inconsistent with its obligations under the Agreement; 

9.2 The forgoing warranties are in lieu of all other warranties, express or implied, including, but not limited to,  the implied warranties of merchantability and fitness for a particular purpose, which are expressly  disclaimed.

10 – Assignment and successors

10.1 Neither Party may not transfer or assign the Agreement or any benefit, obligation, duty, right or claim  arising out of or related to the Agreement without the prior written consent of the other Party.

10.2 The Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their  authorised heirs, administrators and successors and assigns.

11 – No third party beneficiaries

11.1 With the exception of the Indemnified Persons, the covenants, conditions and terms of the Akvo General  Terms and Conditions shall be, to the extent of permitted by law, for the sole and exclusive benefit of the  Parties hereto and their respective permitted successors and assigns.

12 – Ruling law, mediation and arbitration

12.1 The Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the state of The Netherlands, excluding its choice of law provisions and conflicts of laws principles. The parties specifically exclude from application to the Agreement that law known as the United Nations  Convention on the International Sale of Goods.

12.2 In the event of a conflict or inconsistency between an Agreement with a Partner and these Terms and Conditions, the Agreement with the Partner shall prevail. The Akvo General Terms and Conditions with respect to the subject matter hereof, supersedes the terms of any discussions or any other communications, except for services terms and conditions covering SaaS as stated in section 1.2 or a separate confidentiality article in the Agreement covering confidentiality as stated in section 14. If any provision of the Akvo General Terms and Conditions is held invalid, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of the Akvo General Terms and Conditions shall continue in full force and effect. No term or provision hereof will be considered waived by either Party, and no breach excused, unless such waiver or consent is in writing signed by such Party.  No consent by a Party to, or waiver of, a breach, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different or subsequent breach.

12.3 The parties shall seek amicably to settle any controversy or claim arising out of or relating to the  Agreement, or the breach thereof. In the event of any controversy or claim arising out of or relating to the Agreement, or a breach thereof, remains unresolved thirty (30) days after either party gives written notice  of the existence of such dispute, the parties hereto agree first to try and settle the dispute by mediation,  administered by the Netherlands Arbitration Institute (NAI) under the NAI Mediation Rules. If settlement is  not reached within sixty (60) days after service of a written demand for mediation, any unresolved  controversy or claim arising out of or relating to the Agreement shall be settled by arbitration in accordance with the NAI Arbitration Rules of the Netherlands Arbitration Institute. The seat of the  arbitration shall be The Hague, The Netherlands.

12.4 One (1) arbitrator shall settle the arbitration. The arbitrator shall be appointed by the Netherlands Arbitration Institute within twenty-one (21) days of receipt of the request for arbitration. The arbitrator is  authorized to award to the prevailing party, if any, as determined by the arbitrator its costs and expenses,  including attorneys’ fees. The arbitrator may not award punitive, exemplary, or consequential damages,  nor may the arbitrator apply any multiplier to any award of actual damages, except as may be required by  statute. The arbitrator shall have the discretion to hear and determine at any stage of the arbitration any  issue asserted by any party to be dispositive of any claim or counterclaim, in whole or part, in accordance  with such procedure as the arbitrator may deem appropriate, and the arbitrator may render an award on  such issue.

13 – Confidentiality

13.1 Neither Party shall offer confidential information to the other Party without clearly marking the information “Confidential” and “Not a Contribution”. 

13.2 Each Party shall keep in full confidence (i) any information offered to it by the other Party with the mark “Confidential” and (II) information about the organisation and the activities of the other Party to which they have become privy other than via publicly accessible media, and warrants to the other Party the confidentiality vis-à-vis third parties of any business information (such as information pertaining to business resources, business management, and other data). The Parties undertake to impose this obligation on third parties engaged by the Parties in performance of the agreement.  The confidentiality undertaking in this Article does not apply if disclosure of information is required by applicable law, a judgement of a competent court of justice or arbitral tribunal or by any order, decree or decision of any institution having legal authority over the Party involved.

13.3 Akvo is at all times free to engage third parties, consultants, sub-contractors, for the execution and performance of the Services.

14 – Miscellaneous

14.1 The Parties will mutually refrain from statements and/or acts that can injure the reputation of the other.

NO LONGER IN USE AS OF 5 OCTOBER 2018.
Last updated 26 January 2016