GENERAL TERMS AND CONDITIONS – MOONRAKER COMMUNICATIONS GROUP B.V.
1. Definitions
1.1 In these General Terms and Conditions, the following capitalized terms shall have the meanings set out below:
General Terms and Conditions: these general terms and conditions.
Article: an article of these General Terms and Conditions.
Services: the services to be provided by Moonraker to the Client as set out in the Agreement, consisting of ongoing services ("retained services") and/or services provided on a project basis.
Order Confirmation: a written confirmation from Moonraker to the Client concerning the Services, Fees and the applicable term, whether or not in the context of a Framework Agreement.
Client: the natural person or legal entity with whom Moonraker has entered into an Agreement.
Moonraker: Moonraker Communications Group B.V., a private limited liability company incorporated under the laws of the Netherlands and registered with the Dutch Chamber of Commerce.
Agreement: the agreement between Moonraker and the Client which is established following written acceptance of the Order Confirmation by the Client.
Parties: Moonraker and Client jointly.
Framework Agreement: a framework agreement between Moonraker and the Client relating to the Services.
Fees: the fees as referred to in Article 6.
Expenses: the expenses as referred to in Article 6.3 and Article 6.5.
2. Applicability
2.1 These General Terms and Conditions apply to all Order Confirmations, Agreements, Framework Agreements and all other legal relationships between Moonraker and the Client.
2.2 Any deviation from these General Terms and Conditions shall only be valid if expressly agreed in writing by the Parties.
3. Order Confirmation
3.1 An Order Confirmation is made in writing, is non-binding, and may be withdrawn or amended by Moonraker until it has been accepted by the Client.
3.2 An Order Confirmation shall automatically lapse if it has not been signed and returned to Moonraker within five (5) days of its issue date.
4. Formation of the Agreement
4.1 The Agreement is concluded upon written acceptance of the Order Confirmation by the Client.
4.2 Any changes made by the Client to the Order Confirmation shall only be valid if expressly approved in writing by Moonraker.
5. Amendments
Amendments to the Agreement shall only be valid if agreed in writing by both Parties.
6. Fees and Expenses
6.1 Moonraker shall provide the Services against the agreed Fees, exclusive of VAT, duties, levies and Expenses.
6.2 Fees are calculated based on hours worked multiplied by the agreed hourly rates, unless a fixed fee has been agreed.
6.3 Costs incurred by third parties engaged by Moonraker shall be charged to the Client, increased by a surcharge of ten percent (10%) for administrative purposes.
6.4 Moonraker is entitled to revise its rates once per calendar year.
6.5 Travel Costs
6.5.1 Up to two hundred (200) kilometres per calendar month of business travel within the Netherlands shall be included in the agreed Fees, unless expressly agreed otherwise in writing.
6.5.2 Any travel within the Netherlands exceeding two hundred (200) kilometres per calendar month shall be charged at a rate of EUR 0.23 per kilometre.
6.5.3 All international travel required for the performance of the Services, including but not limited to rail, car hire, flights, transfers, accommodation and related expenses, shall be fully reimbursed by the Client.
6.5.4 International travel shall additionally be subject to a per diem allowance of EUR 150 per day. The per diem may be reasonably adjusted to reflect local cost of living levels and applicable exchange rates, using the Netherlands as the baseline reference.
6.5.5 For international flights with a scheduled duration of five (5) hours or more (one way), Moonraker personnel shall be entitled to travel business class. For shorter flights, economy or premium economy may be used unless operational efficiency reasonably requires otherwise.
6.5.6 Accommodation for international travel shall be arranged in business-standard hotels with a minimum rating equivalent to four (4) stars, or comparable quality where an official classification is not available.
6.5.7 If confirmed meetings, travel arrangements or scheduled Services are cancelled or materially rescheduled by the Client less than forty-eight (48) hours prior to the agreed start time, the Client shall remain fully liable for:
any non-refundable travel and accommodation costs;
the applicable per diem; and
the Fees allocated to the reserved time period, unless Moonraker is able to reasonably reallocate such time.
Moonraker shall use reasonable efforts to mitigate cancellation costs where possible.
7. Payment
7.1 Invoices must be paid within fourteen (14) days of the invoice date, unless otherwise agreed in writing. The Client shall not be entitled to set-off or suspend payment.
7.2 Mandatory Advance Payment – Projects Below EUR 50,000 (Fifty thousand).
Notwithstanding any other provision of these General Terms and Conditions or the Agreement, where the total agreed Fees for a project-based engagement are less than EUR 50,000 (excluding VAT and Expenses), Moonraker shall invoice fifty percent (50%) of the total agreed Fees in advance.
The advance payment shall be due immediately upon invoice and shall constitute a strict condition precedent to the commencement of any Services. Moonraker shall have no obligation to commence or continue performance until such payment has been received in cleared funds.
The advance payment shall be non-refundable, except in the event of proven willful misconduct by Moonraker.
The remaining fifty percent (50%) shall be invoiced in accordance with the agreed billing schedule or upon completion of the relevant Services or milestone.
7.3 In the event of late payment, the Client shall be in default by operation of law without prior notice. All outstanding amounts shall immediately become due and payable.
Moonraker shall be entitled to:
statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code;
full reimbursement of extrajudicial and judicial collection costs;
suspend or terminate the Agreement with immediate effect; and
withhold delivery and/or suspend transfer of intellectual property rights until full payment has been received.
7.4 All payments shall be made without deduction of bank charges. If any withholding is required by law, the Client shall gross up the payment so that Moonraker receives the full invoiced amount.
8. Performance of the Services
8.1 Any delivery dates or timelines provided by Moonraker are indicative only and shall not constitute strict deadlines.
8.2 Moonraker reserves the right to replace assigned personnel where reasonably required.
8.3 Moonraker shall perform the Services with reasonable skill and care in accordance with professional standards customary in the communications industry.
9. Intellectual Property Rights
9.1 Upon full payment of all amounts due, Moonraker shall, where possible, transfer the intellectual property rights in the results of the Services to the Client.
9.2 Intellectual property rights that existed prior to the Services or that are developed independently of the Services shall remain vested in Moonraker.
9.3 Until full payment has been received, all intellectual property rights shall remain exclusively vested in Moonraker.
10. Liability
10.1 Moonraker’s liability is limited to direct damages only and shall not exceed the amount paid out by its professional liability insurer.
10.2 Moonraker shall not be liable for indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of data or business interruption.
11. Force Majeure
11.1 Moonraker shall not be liable for any failure or delay in performance resulting from force majeure, including but not limited to acts of government, pandemics, transportation disruptions, cyber incidents or supplier failure.
12. Termination
12.1 Either Party may terminate the Agreement with due observance of a notice period of three (3) months, unless otherwise agreed.
12.2 Moonraker is entitled to terminate the Agreement with immediate effect in the event of a material breach, persistent non-payment or insolvency of the Client.
12.3 In the event of termination, all Fees accrued up to the termination date shall remain fully payable.
13. Confidentiality
The Parties shall maintain strict confidentiality with respect to all confidential information received from the other Party and shall not disclose such information to third parties without prior written consent, except where required by law.
14. Governing Law and Jurisdiction
All Agreements and these General Terms and Conditions are governed by Dutch law. Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.