GENERAL TERMS AND CONDITIONS

1. Definitions

1.1 MOER means MOER, a sole proprietorship established in Breda, The Netherlands.
1.2 Client means any legal entity or natural person acting in the course of a business or profession entering into an Agreement with MOER.
1.3 Agreement means any agreement, quotation, proposal, order, assignment, statement of work or other legal relationship between MOER and the Client.
1.4 Services means all creative, strategic, consultancy, branding, concept development, marketing, design, storytelling, art direction, packaging design, merchandise concepting, creative production and related services provided by MOER.
1.5 Products means all physical goods developed, sourced, supplied or arranged by MOER, including custom-made apparel, merchandise, accessories, lifestyle products and promotional products.
1.6 Deliverables means all concepts, designs, artwork, files, visuals, brand strategies, marketing concepts, moodboards, presentations, mock-ups, product concepts, prototypes, samples, specifications, production files and other materials created or supplied by MOER.
1.7 Intellectual Property Rights means all copyrights, design rights, trademark rights, database rights, trade secrets, know-how and all other intellectual or industrial property rights.
1.8 Additional Work means all work outside the agreed scope, including additional revisions, changes, new requests, extra meetings, additional production work or amendments after approval.

2. Applicability

2.1 These General Terms and Conditions apply to all quotations, proposals, Agreements, Services, Products and Deliverables of MOER.
2.2 The applicability of any general terms and conditions of the Client is expressly excluded.
2.3 Deviations from these General Terms and Conditions are valid only if expressly agreed in writing.
2.4 These General Terms and Conditions apply exclusively to business-to-business relationships. MOER does not contract with consumers under these terms.

3. Quotations and Formation of Agreement

3.1 All quotations and proposals issued by MOER are non-binding unless expressly stated otherwise.
3.2 Quotations are valid for fourteen (14) calendar days from the date of issue, unless stated otherwise.
3.3 Obvious mistakes, clerical errors, calculation errors or pricing errors do not bind MOER.
3.4 An Agreement is formed when the Client accepts a quotation in writing, confirms an assignment, approves a proposal or requests MOER to start work.
3.5 If MOER starts work at the Client’s request before formal written acceptance, the Client is deemed to have accepted the Agreement and these General Terms and Conditions.

4. Client Responsibilities

4.1 The Client shall provide all information, materials, approvals, files, brand assets, feedback and instructions required for the proper performance of the Agreement.
4.2 The Client warrants that all materials supplied to MOER may lawfully be used and do not infringe third-party rights.
4.3 The Client shall indemnify MOER against all third-party claims arising from materials, information or instructions supplied by the Client.
4.4 Delays caused by late, incorrect or incomplete input from the Client automatically extend all deadlines and may result in Additional Work.

5. Services

5.1 MOER performs its Services on a best-efforts basis.
5.2 MOER does not guarantee commercial success, revenue growth, conversion rates, sales results, marketing performance, brand recognition, profitability or audience response.
5.3 Creative work is subjective. A difference in taste, preference or commercial expectation does not constitute defective performance.
5.4 MOER may engage freelancers, subcontractors, suppliers and other third parties for the performance of the Agreement.

6. Fees, Hourly Work and Additional Work

6.1 MOER may round time spent to the nearest fifteen (15) minutes.
6.2 Additional Work is charged separately at the applicable hourly rate or at a price agreed by MOER.
6.3 Unless expressly agreed otherwise, a maximum of two (2) revision rounds is included.
6.4 Additional revisions, new directions, changed briefs, urgent requests or work outside the original scope qualify as Additional Work.

7. Prices and Price Adjustments

7.1 All prices are exclusive of VAT, shipping costs, import duties, taxes, customs charges, third-party costs and other external costs, unless expressly stated otherwise.
7.2 MOER may adjust prices if supplier prices, material costs, freight rates, import duties, exchange rates, energy costs or other relevant cost factors increase after quotation or acceptance.
7.3 If the Client postpones, pauses or delays a project for more than thirty (30) days, MOER may revise the price based on then-current rates and costs.

8. Payment Terms and Prepayment

8.1 Projects with a total value up to and including EUR 2,500 excluding VAT require 100% payment in advance.
8.2 Projects with a total value above EUR 2,500 excluding VAT require:
a. 50% payment in advance upon acceptance; and
b. 50% payment before delivery, shipment, release of files, release of Products or granting of usage rights.
8.3 MOER is not required to start work or production before receiving the required advance payment.
8.4 MOER is not required to deliver files, artwork, source files, production files, Products, licences or usage rights before receiving full payment.
8.5 Invoices are payable within fourteen (14) calendar days, unless agreed otherwise.
8.6 In case of late payment, the Client is automatically in default without notice of default being required.
8.7 MOER may suspend all work, production, delivery, file transfer and usage rights until all outstanding amounts have been paid.
8.8 The Client may not set off, suspend or withhold payment obligations.
8.9 All collection costs, legal costs and extrajudicial costs are payable by the Client.

9. Production and Products

9.1 MOER develops, sources and supplies custom-made Products through third-party manufacturers and suppliers.
9.2 Production starts only after MOER has received the required payment, written approval and, where applicable, sample approval.
9.3 The Client is responsible for carefully reviewing and approving all designs, samples, mock-ups, prototypes, specifications, colours, dimensions, quantities, materials, artworks and production files.
9.4 Approval by the Client constitutes full acceptance of the approved item.
9.5 After approval, MOER is not liable for visible errors, spelling mistakes, colour differences, sizing issues, positioning issues, material choices, specifications or other matters that could reasonably have been identified during review.
9.6 Minor deviations in colour, material, dimensions, finishing, positioning, texture or manufacturing tolerance do not constitute a defect.
9.7 Custom-made Products cannot be cancelled, returned, exchanged or refunded.
9.8 Deposits and advance payments for production are non-refundable.

10. Delivery, Delays and Risk

10.1 Delivery dates, production schedules and completion dates are estimates only and are never strict deadlines.
10.2 MOER is not liable for delays caused by manufacturers, suppliers, transporters, customs authorities, logistics providers, software providers, government authorities or other third parties.
10.3 Delays caused by production capacity, material shortages, transport issues, customs delays, strikes, import restrictions, export restrictions, weather, government measures or supply-chain disruptions do not entitle the Client to damages, cancellation, discount or suspension of payment.
10.4 If the Client delays feedback, approval, payment or delivery of required materials, all timelines are automatically extended.
10.5 Risk in Products passes to the Client upon delivery to the carrier or logistics provider, unless agreed otherwise.

11. Inspection, Complaints and Acceptance

11.1 The Client shall inspect all Deliverables and Products immediately upon receipt.
11.2 Complaints must be submitted in writing within five (5) business days after delivery.
11.3 If no written complaint is received within this period, the Deliverables or Products are deemed accepted.
11.4 Complaints do not suspend payment obligations.
11.5 If a complaint is justified, MOER may choose to repair, replace, adjust or credit the relevant part of the Deliverable or Product.

12. Intellectual Property

12.1 All Intellectual Property Rights in Deliverables remain exclusively owned by MOER.
12.2 No Intellectual Property Rights are transferred to the Client unless expressly agreed in writing.
12.3 The Client receives only a non-exclusive, non-transferable licence to use the final Deliverables after full payment.
12.4 Until full payment has been received, the Client receives no licence, no usage rights and no right to publish, reproduce, produce, distribute or commercially exploit any Deliverable.
12.5 Concepts, pitches, proposals, moodboards, designs and product ideas remain property of MOER, even if they are not selected or commissioned.
12.6 Source files, working files, editable files and production files are not included unless expressly agreed in writing.

13. Unauthorised Use and IP Infringement

13.1 The Client may not use, copy, reproduce, publish, distribute, modify, produce or commercialise Deliverables without MOER’s prior written consent.
13.2 In case of unauthorised use, the Client owes MOER an immediately payable contractual penalty of EUR 7,500 per violation.
13.3 If the violation continues, the Client owes an additional penalty of EUR 500 per day.
13.4 These penalties do not limit MOER’s right to claim full damages, profit disgorgement, legal costs or injunctive relief.

14. Unauthorised Production

14.1 The Client may not use MOER’s designs, concepts, artwork, specifications, product concepts or production files to produce Products independently or through third parties without MOER’s written consent.
14.2 In case of unauthorised production, the Client owes MOER an immediately payable contractual penalty of EUR 10,000 per violation.
14.3 MOER retains the right to claim full damages in addition to the contractual penalty.

15. Supplier Protection and Non-Circumvention

15.1 The Client may not directly approach, contract, engage or purchase from manufacturers, factories, suppliers, producers or production partners introduced by MOER.
15.2 This restriction applies during the Agreement and for twenty-four (24) months after completion or termination.
15.3 In case of violation, the Client owes MOER an immediately payable contractual penalty of EUR 7,500 per violation.
15.4 MOER retains the right to claim full damages in addition to the contractual penalty.

16. Non-Solicitation

16.1 The Client may not directly hire, engage or contract any freelancer, contractor, employee, supplier or subcontractor introduced by MOER during the Agreement.
16.2 This restriction applies for twelve (12) months after completion or termination of the Agreement.
16.3 In case of violation, the Client owes MOER an immediately payable contractual penalty of EUR 7,500 per violation.

17. Confidentiality

17.1 The parties shall keep confidential all confidential information received in connection with the Agreement.
17.2 Confidential information includes concepts, strategies, pricing, supplier details, production methods, product ideas, technical files, prototypes, business information and commercial plans.
17.3 Confidentiality does not apply to information that is publicly available without breach of this Agreement.
17.4 In case of breach of confidentiality, the Client owes MOER an immediately payable contractual penalty of EUR 5,000 per violation.
17.5 MOER retains the right to claim full damages in addition to the contractual penalty.

18. Portfolio Rights

18.1 MOER may use completed projects, Products, visuals, case studies, Client names and project descriptions for portfolio, marketing, social media, website and award submission purposes.
18.2 If a project is confidential before launch, MOER shall wait until public launch before publication.
18.3 The Client may request reasonable confidentiality restrictions in writing before the start of the Agreement.

19. AI and Digital Tools

19.1 MOER may use AI systems, software, digital tools and third-party platforms to support its creative and operational processes.
19.2 MOER does not guarantee that AI-generated or digitally assisted output is unique, error-free, uninterrupted, permanently available or free from third-party claims.
19.3 The Client remains responsible for reviewing and approving Deliverables before publication, production or commercial use.

20. Retention of Title and Retention of Deliverables

20.1 All Products remain property of MOER until all invoices and related costs have been paid in full.
20.2 MOER may reclaim Products if the Client fails to pay.
20.3 MOER may retain all Deliverables, source files, production files, artwork, samples and Products until full payment has been received.

21. Liability

21.1 MOER’s total liability is limited to the amount paid by the Client under the relevant Agreement.
21.2 MOER’s total liability shall never exceed EUR 10,000.
21.3 MOER is not liable for indirect damages, consequential damages, lost profits, loss of turnover, reputational damage, missed opportunities, data loss, production delays, supplier failures, transport delays, customs delays, marketing performance, AI output or third-party claims.
21.4 The limitations of liability do not apply in cases of wilful misconduct or deliberate recklessness by MOER.
21.5 The Client indemnifies MOER against all third-party claims arising from Client materials, Client instructions, unlawful use of Deliverables or breach of these General Terms and Conditions.

22. Force Majeure

22.1 MOER is not liable for failure or delay caused by circumstances beyond its reasonable control.
22.2 Force majeure includes pandemics, cyber attacks, internet outages, AI platform outages, software outages, supplier failures, manufacturer delays, transport disruptions, customs delays, government restrictions, energy shortages, material shortages, strikes, war, extreme weather and supply-chain disruptions.
22.3 During force majeure, MOER may suspend performance.
22.4 If force majeure continues for more than sixty (60) days, either party may terminate the affected Agreement without liability for damages.

23. Termination

23.1 MOER may terminate the Agreement immediately if the Client fails to pay, breaches the Agreement, becomes insolvent, files for bankruptcy or acts unlawfully towards MOER.
23.2 Upon termination, all outstanding invoices become immediately due and payable.
23.3 Work already performed, costs incurred, reservations made and production commitments entered into remain payable.
23.4 Amounts already paid are non-refundable, unless MOER determines otherwise in writing.

24. Survival

24.1 Provisions relating to payment, Intellectual Property Rights, confidentiality, penalties, supplier protection, non-solicitation, liability, indemnification, governing law and jurisdiction survive termination of the Agreement.

25. Severability

25.1 If any provision of these General Terms and Conditions is invalid, void or unenforceable, the remaining provisions remain fully effective.
25.2 The invalid provision shall be replaced by a valid provision that most closely reflects the commercial and legal purpose of the original provision.

26. Entire Agreement and Amendments

26.1 The Agreement, quotation, proposal and these General Terms and Conditions constitute the entire agreement between the parties.
26.2 Amendments are valid only if agreed in writing.
26.3 MOER may update these General Terms and Conditions from time to time. The version applicable at the time of entering into the Agreement applies, unless agreed otherwise.

27. Governing Law

27.1 All Agreements and legal relationships between MOER and the Client are governed exclusively by Dutch law.
27.2 The United Nations Convention on Contracts for the International Sale of Goods is excluded.

28. Jurisdiction

28.1 All disputes arising from or relating to an Agreement between MOER and the Client shall be submitted exclusively to the competent court of the District Court of North-Holland, location Amsterdam, The Netherlands.