Terms and conditions
Terms and conditions of services rendered by ADV LaunchPad

1. General: The contractual relationships between the client and ADV LaunchPad (LPD) are exclusively governed by the present general conditions, excluding the application of the general conditions of the
client, and apply to all services provided by LPD. By requesting the assignment, the client declares to understand and to agree to the present general conditions. Deviations from the present general conditions are not allowed, except if they are agreed upon in writing by the parties. The present general conditions complement the specific contractual provisions between LPD and the client, and form an integral part thereof.

2. The assignment: To be valid, each assignment has to be accepted by LPD. Save for prior written deviation, an order is only considered final after acceptance by LPD and the effective partial advance payment of of the assignment as foreseen in clause 4. LPD may however execute the assignment without having received the advance payment, without prejudice to the validity of the assignment. LPD will use its best efforts to execute the assignment. This is an obligation of means, except if explicitly stipulated otherwise. LPD is only
committed to what is explicitly foreseen in the assignment. Each modification has to be explicitly accepted by LPD in writing. Any modifications by the client to the accepted assignment will be at the sole
and full expense of the client. The client commits to provide all useful and required data for the assignment to LPD, and to fully enable the execution of the assignment, even in case of altered conditions. The client is solely responsible for the accuracy of the data provided to LPD. If the client fails to provide the said data, LPD is entitled to suspend the execution of the assignment and to terminate the agreement if the failure is not cured in due time. If the client cancels or postpones the assignment, he will be fully liable for
all costs of LPD caused by and deployed for the execution and the preparation of the assignment and the cancellation or postponement thereof.
In case of failure to provide the necessary data or in case of cancellation
or postponement, the client will pay a lump sum compensation of the price of the assignment as foreseen in clause.
All data provided by LPD as well as IP, information and know-how underlying the services delivered by LPD remain exclusively reserved to LPD, even if costs have been charged for it. The client ensures that the
abovementioned IP, data, information and know-how is only copied, shown or disclosed to third parties with LPD's consent. For the avoidance of doubt and to the extent necessary, LPD always remains the exclusive
owner of its tools, methods and processes.

3. The execution term of the assignment: LPD will use its best efforts to execute the assignment in a reasonable term, or, if applicable, the term that is agreed upon. If the client impedes or slows the execution of the assignment, the term will automatically be extended. If the client makes the execution of the assignment impossible or more difficult than foreseen, LPD is entitled to terminate the agreement immediately, without
prior letter of default and without respecting a notice period or paying an indemnity. In that case, the client will bear the costs caused by the assignment and the termination thereof.
If the execution term is exceeded, LPD will not be liable for any damages of the client or a third person caused by the exceeding of the execution term. Exceeding the term will not give the client the right to terminate the agreement with LPD, nor to claim any compensation.

4. Price and payment: The price of the assignment is described in the agreement between the parties (accepted quote, proposal, contract, specific conditions etc.), and will be invoiced by LPD. In absence of an
agreed price, LPD will invoice its performances transparently and in a reasonable way, in correspondence with its usual rates. The mentioned price only applies to the assignment as accepted by LPD and does not
cover any additional work. The client will bear the full costs of a modification of the assignment.
LPD will invoice the delivered services during or at the end of the assignment, at its discretion, unless if otherwise provided.
All prices are excluding VAT, save if explicitly stipulated differently.
LPD's invoices are to be paid within the payment term of 15 days after the day of issuing. If an invoice is not paid within this term, automatically and without any notice, a lump sum compensation of 10% of the invoice
amount will be due by the client, and in addition the invoice amount will increase with compensatory interests of 1% per month.
LPD reserves the right to annually increase its prices in line with local cost indices.
Each dispute relating to the execution of the assignment or the invoices has to be sent at the official address of LPD by registered mail within 15 days after the sending of the invoice or after the facts that form the base
of the dispute, on penalty of forfeiture of any further claim in this regard.
In any event, the client is no longer entitled to claim any compensation one year after the termination of the assignment.

5. Liability for the execution of the assignment: LPD provides advisory services and can never be held liable for the implementation of this advice. The execution of the assignment is a best effort obligation. The
aggregated liability of LPD shall not exceed 10% of the annual contract spend by the client, and will not cover the client's actual loss. The liability of LPD is limited to cases of faulty behavior by or gross negligence of LPD.
In any case, the client cannot claim compensation for damages other than immediate and direct consequences or losses.

6. Confidentiality: Parties shall keep all information of any nature whatsoever coming into their possession in the framework of the assignment or the pre- or post-contractual phase and regarding the other party, strictly confidential and will ensure that their respective employees, agents and sub-contractors also maintain such confidentiality. Taking into account the client's interests, LPD is entitled to use the works created or performed in the framework of the assignment as well as client's name and logo for promotion and publication.

7. Termination of the agreement: Parties can terminate the agreement at all time by means of registered letter. If the agreement is terminated by the client, compensation will be due as foreseen in clause 2
lump sum and in addition, the real actual damage). Moreover, the client will have to pay for the services already delivered by LPD at the time of termination. LPD will send an invoice for these services. Any goods or
documents belonging to LPD that were put at the disposal of the client during the assignment have to be returned to LPD upon first request and at the latest within 14 days after the termination of the agreement.
8. Non-hiring: The client (including all subsidiaries, affiliates and joint ventures) shall, during the term of the agreement and for a period of twelve (12) months thereafter, not solicit any of LPD's employees, agents
and sub-contractors without LPD's prior written consent. If however, a mutual agreement is reached between LPD and the client about such hiring, the client will subsequently pay LPD a single fee calculated at
twelve (12) months of the annual gross salary or income of that employee, agent or sub-contractor.
9. Final provisions: The nullity or invalidity of a provision will not engender the cancellation or invalidity of the whole agreement, nor of any other provision thereof. The contractual relation between the client and
LPD is governed by Belgian law. Any dispute arising from the contractual relation between the Parties will be exclusively submitted to the jurisdiction of the Tribunals and Courts of Moscow (Russia).
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