General terms and conditions Supermoon bv
Article 1 General provisions:
These general terms and conditions shall apply and prevail in any relationship, whether verbal or written, between Supermoon bv and its customer, unless expressly agreed otherwise in writing by Supermoon bv. To this end, the customer expressly declares to waive any clause to the contrary and to accept that these terms and conditions shall prevail in all circumstances. Any deviating terms and conditions of the customer, even if submitted later, cannot apply under any circumstances. The customer is obliged to make these general terms and conditions enforceable against his own contracting parties.
Article 2 Quotations:
The quotations or budget estimates of Supermoon bv are always without any commitment and subject to revision. The validity of quotations made by Supermoon bv are limited to fourteen (14) calendar days. They can under no circumstances give rise to any compensation under any circumstances. All charges and taxes due are the sole responsibility of the customer. Younicorn Comm.V. makes price offers based on a well-defined scope and an estimated number of working hours. The price estimates include a round for correction on creation and 1 round for authors’ corrections, unless agreed otherwise. If the scope expands, if extra correction rounds or extra hours are requested or required by the customer to bring the project to a successful conclusion, Supermoon bv is entitled to charge these to the customer based on an additional price estimate. Supermoon bv will inform the customer in time, or before the start of the extra time needed, of the additional time and costs involved. Additional pricing due to extra time needed and additional costs shall be negotiated by the parties in good faith. Price quotations in which Supermoon states the prices of subcontractors or partners are always indicative. If the subcontractor or partner revises its prices (e.g., due to extension of the scope, urgency rates or for whatever reason), Supermoon shall be entitled to pass these on to the customer. Supermoon shall always inform the customer in a timely and transparent fashion of any price revisions.
Article 3 Order:
Any order confirmed by written agreement or by commencement of the execution of the agreement shall irrevocably bind the customer. Supermoon bv is only definitely bound by the written confirmation of the order or its execution. Additional works, additions or changes not included in the original quotations, confirmations and/or orders will be charged separately. The customer can only cancel a confirmed order in writing. The cancellation is only valid if accepted in writing by Supermoon bv. In case of cancellation of a confirmed order, Supermoon bv reserves the right to claim a fixed minimum compensation of 10% of the order, without prejudice to the right of Supermoon bv to claim its actual damages if these are higher. In case of cancellation or postponement by the customer of an order (in whole or in part) less than five (5) days before the date on which it is scheduled for delivery, a compensation of 80% of the amount of the order will be invoiced by Supermoon bv, without prejudice to the right of Supermoon bv to claim a higher compensation for actual damages or costs incurred.
Article 4 Production:
Supermoon enters into a best efforts/resources undertaking and can only be held liable for its willful misconduct. Supermoon bv is not responsible for information or source materials that were incorrectly or inadequately supplied by the customer. The customer bears full and sole responsibility for the accuracy of the information and elaboration in the communication materials developed by Supermoon. After obtaining the customer’s approval, Supermoon can in no way be held responsible for any errors in the information, creation or production order.
Article 5 Delivery:
The stated delivery times are indicative only. Supermoon bv undertakes to respect them to the extent possible. Late delivery can never give rise to damages, refusal of acceptance or dissolution of the agreement, unless expressly agreed otherwise in writing. After delivery, the customer is supposed to have checked the quality of the delivered products and/or services. The order is deemed to have been accepted by the customer eight (8) calendar days after delivery, unless a detailed and well-defined complaint reaches Supermoon bv by registered mail before the end of the aforementioned term. The use of a part of the delivery legally implies the approval of the whole. The defects of a part of the delivery do not give the customer the right to refuse the entire delivery.
Article 6: File storage:
Supermoon will to keep the source files of the project for 12 months on the condition of payment of the invoice by the client. For storage longer than 12 months, a file storage fee will be charged as stated in the quotation. If not mentioned, this cost will be € 50, excluding VAT per year per project. Sending open files is not included in the price unless explicitly stated otherwise. For sending source files, the cost based on timesheets (T&M) is charged for the time needed to create these file packages. Files are forwarded only with Supermoon’s permission and subject to agreement on the respective use by the customer.
Article 7 Price:
Invoicing takes place at the price applicable at the time of the order. All prices in proposals or quotations are in EURO and exclusive of VAT, unless otherwise agreed. Supermoon bv is entitled to pass on to the customer any increase of at least 5% between the order and the delivery as a result of an increase in the prices of its suppliers and/or an increase in wages, exchange rates or other costs. Out-of-pocket expenses will be submitted by Supermoon to the customer for approval. Supermoon applies a mark-up of 10% on third party costs, which will be passed on to the customer. Transportation costs are charged at €0,49/km.
Article 8 Payment:
Any delay in payment shall legally render all outstanding invoices payable with immediate effect, and all current contracts and works in progress by Supermoon bv may be suspended pending payment. As long as the stipulated price has not been paid in full, for whatever reason, Supermoon bv shall retain the right of ownership over all orders and shall be entitled to collect these from the customer without any compensation, or to claim the execution of the agreement and the payment of the goods in court. The customer can only prevent this by paying the disputed amount.
Article 9 Invoices:
Unless otherwise agreed upon, Supermoon bv will invoice an advance payment in the amount of 30% of the value of the order when the customer places an order. An advance payment is payable within eight (8) days after invoice date. The invoices of Supermoon bv shall be sent to the customer by e-mail, unless agreed otherwise. Other invoices of Supermoon bv are payable within 30 days after invoice date. Payment shall be made at the registered office of Supermoon bv. Any invoice that is not protested within eight calendar days shall be definitively considered as accepted. In case of non-payment on the due date, all amounts due by the customer shall be increased by an interest on arrears in accordance with Article 5 of the Law of 2 August 2002 on the fight against payment arrears in commercial transactions, and a fixed compensation of 10% of the invoice amount shall be payable from the fifteenth calendar day after the due date.
Article 10 Liability:
Supermoon bv performs its services in accordance with the rules of the trade. It cannot be held liable for damage which is partly or entirely the result of the customer’s own actions. If damage occurs for which Supermoon bv would be liable, the latter shall only be bound to replace the goods or services delivered or to be delivered. In case of a joint mistake with other suppliers, Supermoon bv shall only be obliged to compensate that part of the damage that is directly and immediately attributable to its own mistake. The customer is expressly informed that for any non-conforming or defective delivery, a reservation must be made by the buyer on the delivery note or invoice. The buyer who does not send a registered notice of default to Supermoon bv within eight days following the delivery shall be deemed to have definitively waived any claim for nonconformity or defective delivery or for damages against Supermoon bv. The liability of Supermoon bv shall be limited to the invoice amount of the delivered goods and/or services for which the liability is invoked. The liability of Supermoon bv shall be limited to direct damage. (Intangible) consequential damages are always excluded.
Article 11 Publication:
Any product, service or campaign developed by Supermoon bv will always be published at the customer’s risk, unless expressly agreed otherwise in writing. Supermoon reserves the right publish the works through its website, social media, and any other communication channels as part of its portfolio.
Article 12 Intellectual rights:
Unless otherwise stipulated, Supermoon bv shall remain the sole holder of the copyrights and related rights to the works and performances conducted within the framework of the assignment entrusted to it. All models, sketches, or any other form of representation of ideas, as well as the ideas themselves communicated to the customer in any way whatsoever, remain the property of Supermoon bv unless otherwise agreed upon in writing. The customer obtains the right to use the ideas, and their design and expression, as foreseen in the offer and/or orders confirmed by Supermoon. Any other use, including the use of ideas communicated in the course of the business relationship but not used or disclosed, is prohibited unless otherwise agreed in writing. Supermoon retains the intellectual rights, without restriction, to creative proposals within the framework of non-accepted quotations. The customer does not have the right to use this creation in any way.
Article 13 Subcontracting:
Supermoon bv expressly reserves the right to, on its own initiative, at its own expense and under its own responsibility, call upon a third party for the execution of the order in whole or in part. Supermoon bv shall see to it that the third party executes the order in a manner that can reasonably be expected from a professional.
Article 14 Personal Data:
All personal data provided by the customer to Supermoon bv shall be considered confidential and shall only be stored and processed within the framework of the relationship between the customer and Supermoon bv. Supermoon bv shall ensure that any processing of personal data for the purpose of executing the agreement shall be in full compliance with the applicable Belgian and European legislation and takes place within the territory of the European Union. For a detailed explanation of the processing of personal data, Supermoon bv refers to its privacy statement. If Supermoon bv processes personal data of the customer in its capacity as processor, the customer agrees to the data processing terms.
Article 15 Force Majeure:
Neither party shall be liable for non-compliance with its obligations (save for the payment of any amounts due) when such non-compliance is due to causes beyond its reasonable control, such as, but not limited to, fire, flood, strikes, social unrest, war (whether declared or undeclared), embargoes, blockades, legal restrictions, governmental regulations. Termination shall be without prejudice to any rights that either party may have in respect of any breach by the other party of any of the provisions if such breach occurred prior to termination.
Article 16 Amendments to terms and conditions:
Supermoon bv expressly reserves the right to change these terms and conditions unilaterally. In such case, Supermoon bv shall notify the customer in writing and the customer shall be entitled to terminate the agreement free of charge during a period of one (1) month after the notification of such change by Supermoon bv under the conditions of Article 3.
Article 17 Nullity:
The parties acknowledge that the nullity of one of the clauses of the agreement does not imply the nullity of the whole agreement. In this case, the parties undertake to replace the void clause with a legally valid clause that comes as close as possible to the original intention of the parties.
Article 18 Applicable law and competent courts:
In the event of a dispute, all disputes shall be governed by Belgian law and the courts of the registered office of Supermoon bv, namely Antwerp, shall have sole jurisdiction.