These general terms and conditions apply to all quotes, agreements and work carried out by Moonlight Multimedia, based in Enschede, the Netherlands (Chamber of Commerce number: 51222353, VAT number: NL002267677B71), hereinafter “Moonlight Multimedia”, with a client, hereinafter “client”.
These terms apply to every quote, offer and agreement between Moonlight Multimedia and a client, unless the parties have agreed otherwise in writing. Any purchasing or other terms and conditions of the client are explicitly rejected.
All quotes from Moonlight Multimedia are non-binding and valid for 30 days, unless stated otherwise. An agreement is formed once the client has accepted a quote in writing (or by email), or as soon as Moonlight Multimedia has started work on the assignment with the client’s consent.
Moonlight Multimedia will carry out the agreement to the best of its knowledge and ability, in line with standards of good practice. Agreed (delivery) dates are target dates and do not constitute a strict deadline unless explicitly agreed in writing. In the event of a (threatened) delay, the parties will consult with each other as soon as possible.
The client is responsible for making available, in good time, all information, access, content and cooperation reasonably required to carry out the assignment. Any delay resulting from this is at the client’s expense.
Changes to an assignment already given, or work falling outside the originally agreed scope, are considered additional work and are billed separately at the agreed hourly rate, unless a different price has been agreed in advance. Moonlight Multimedia will inform the client in advance of the consequences for price and planning, and will only carry out additional work once the client has approved it.
All prices are in euros and exclude VAT, unless stated otherwise.
Fixed-scope projects. For projects with a pre-agreed fixed price and a defined scope, the following payment schedule applies unless agreed otherwise in writing:
Ongoing services (retainer/hourly). For ongoing development, maintenance or support on a retainer or hourly basis, invoicing takes place monthly in arrears, based on the hours actually spent that month. Invoices are accompanied by a breakdown of hours worked.
Invoices must be paid within 14 days of the invoice date, unless agreed otherwise. If this term is exceeded, the client is in default by operation of law, and Moonlight Multimedia is entitled to charge statutory commercial interest and reasonable collection costs. Moonlight Multimedia may suspend work for as long as outstanding invoices remain unpaid.
Work is considered delivered once Moonlight Multimedia has made it available to the client (for example via a staging or production environment). The client will review the delivered work within 5 working days and report, in writing and with reasons, any shortcomings that do not match the agreed specifications. If the client does not respond within this period, the work is deemed accepted.
Moonlight Multimedia will make reasonable efforts to fix, free of charge, defects that are reported within 30 days of delivery and that are demonstrably the result of an error in the work delivered by Moonlight Multimedia. This warranty does not cover defects resulting from changes made by the client or third parties, improper use, or third-party software, services or content.
Unless agreed otherwise in writing, upon full payment the client obtains a licence to use the software developed specifically for them, to the extent necessary to use it themselves. Intellectual property rights in the underlying tools, frameworks, components and general know-how developed by Moonlight Multimedia remain with Moonlight Multimedia, even where these were used as part of the assignment.
Moonlight Multimedia’s liability for damage arising from or related to the performance of an agreement is limited to the amount invoiced to the client for the relevant assignment in the twelve months preceding the event causing the damage, with a maximum of €10,000. Liability for indirect damage, including consequential damage, loss of profit and missed savings, is excluded. This limitation does not apply in the event of intent or deliberate recklessness on the part of Moonlight Multimedia.
Moonlight Multimedia is not obliged to fulfil any obligation if prevented from doing so by force majeure, which includes, among other things: outages at hosting providers or other third parties, internet or power outages, and government measures. In the event of force majeure lasting longer than 60 days, either party may dissolve the agreement for the part not yet performed.
Both parties undertake to keep confidential all confidential information they receive from each other in connection with the agreement, unless there is a legal obligation to disclose it.
Agreements for a fixed-scope assignment end automatically once the work has been delivered and accepted. Ongoing agreements (such as maintenance or continued development on a retainer basis) are entered into for an indefinite period and may be terminated in writing by either party, subject to one month’s notice, unless agreed otherwise.
All agreements between Moonlight Multimedia and the client are governed by the laws of the Netherlands. Disputes will first be resolved through mutual consultation. If the parties cannot reach agreement, disputes will be submitted to the competent court in the district where Moonlight Multimedia is based.