General Terms & Conditions MoonLabor BV

MoonLabor B.V. (hereinafter: MoonLabor) is registered with the Chamber of Commerce under number 82368600 and has its registered office at Prinsengracht 769A (1017 JZ) in Amsterdam.

Article 1 - Definitions

In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
Offer: any offer or quotation to the Client for the provision of Services by MoonLabor.
Application: the software developed for the Client, including software, applications and/or links.
Services: the Services that MoonLabor offers are the provision of advice based on deliverables for a fixed amount per day, billed per month, as well as the development of Software in two different forms.
Service provider: MoonLabor offers services to the Client, hereinafter: MoonLabor.
Client: the natural or legal entity who acts in the capacity of a profession or a company that MoonLabor has appointed, has provided projects to MoonLabor for Services that are performed by MoonLabor, or to which MoonLabor has made a proposal on the basis of an Agreement.
Agreement: any Agreement and other obligations between the Client and MoonLabor, as well as proposals from MoonLabor for Services that are provided by MoonLabor to the Client and that are accepted by the Client and are accepted and performed by MoonLabor, with which these general terms and conditions form an inseparable whole.

Article 2 - Applicability

These general terms and conditions apply to every Offer from MoonLabor, every Agreement between MoonLabor and the Client and to every Service offered by MoonLabor.
Before a (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, MoonLabor will indicate to the Client how the Client can view the general terms and conditions.
Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with MoonLabor.
These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
The general terms and conditions of the Client are excluded.
If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. The agreements in the Agreement are leading and take precedence over these general terms and conditions.
The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless MoonLabor grants the Client explicit and prior permission. MoonLabor is free to attach further conditions to this.
If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and to the extent applicable.
In the event that MoonLabor has not always demanded compliance with these general terms and conditions, it will retain its right to demand compliance in whole or in part with these general terms and conditions.

Article 3 - The Offer

All offers made by MoonLabor are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
MoonLabor is only bound by an Offer if the acceptance thereof is confirmed in writing by the Client within 30 days. Confirmation takes place in the manner of art. 4 paragraph 1. Nevertheless, MoonLabor has the right to refuse an Agreement with a potential Client for reasons that are valid for MoonLabor.
The Offer contains a description of the Services offered. The description is detailed in such a way that the Client is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind MoonLabor. Any images and data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. Furthermore, all offers are made on the basis of information provided by the Client. Offers lapse if the Client's details are incorrect or incomplete.
Offers or quotations do not automatically apply to follow-up orders.
Delivery times and terms in MoonLabor's offer are indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.
A composite quotation does not oblige MoonLabor to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price.

Article 4 - Conclusion of the Agreement

The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from MoonLabor by returning a signed copy (scanned or original) to MoonLabor, or gives an explicit and unambiguous agreement on the Offer by email.
MoonLabor is not obliged to an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
Every Agreement that is entered into with MoonLabor or a project that is awarded to MoonLabor by the Client, rests with the company and not with an individual person associated with MoonLabor.
The Client's right of withdrawal is excluded, unless otherwise agreed.
If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Term of the Agreement

If and insofar as an Agreement has been concluded between the Client and MoonLabor, the duration of this Agreement is for a definite period of time, unless expressly agreed otherwise with the agreed rates. The duration of an Agreement to develop an Application depends on the development duration as well as any (changed) wishes of the Client.
The Agreement for the purpose of management, maintenance and/or making professionals available is tacitly renewed every year for the originally agreed term, unless the Client or MoonLabor has terminated the Agreement in writing with a notice period of one month before the end of the agreed period.
Both the Client and MoonLabor can terminate the Agreement in writing in whole or in part without further notice of default, with immediate effect if one of the Parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation or other than the merger or reconstruction of the company. If a situation as stated above occurs, MoonLabor is never obliged to refund monies already received and/or compensation.
All post-contractual obligations under these terms and conditions and the Agreement, which by their nature are intended to continue even after termination of the Agreement, will continue to exist after termination. This concerns in any case the provisions regarding confidentiality, intellectual property rights, liability, dispute settlement and choice of law provision.

Article 6 - Execution of the Agreement

MoonLabor will make every effort to perform the Agreement with the greatest possible care, as may be expected of a good contractor. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing that is described in detail.
When performing the Services, MoonLabor is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for MoonLabor, the Client is obliged to reimburse the additional or additional costs accordingly.
MoonLabor is entitled to engage third parties for the performance of the Services at its own discretion.
If MoonLabor, on the basis of a request or order from a government agency and/or a legal obligation, performs work with regard to data of the Client, the associated costs are solely for the Client.
If there are changes, MoonLabor can continue the execution of the Service with the changed version of the Application or software. MoonLabor is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
The source code as well as the technical documentation of the Application is at all times excluded from the right of use or subject of a transfer to the Client, unless this has been explicitly agreed in writing with the Client.
Both the Client and MoonLabor can make changes to the scope and/or content of the Service purchased. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if MoonLabor bears the costs of the change.
MoonLabor is not obliged to provide the Client with a physical carrier with the software.
MoonLabor is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and to suspend the agreed activities upon discovery of any deficiencies until the Client has identified the deficiencies in question has taken away.
If MoonLabor must be present at the Client's location at the Client's request, an appointment will be scheduled. An already scheduled appointment can only up to 24 hours be canceled free of charge. Cancellation within this period means that the Client must reimburse the time already reserved as well as expenses already incurred.

Article 7 - Obligations of the Client

The Client is obliged to provide all information requested by MoonLabor as well as relevant appendices and related information and data in good time and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, MoonLabor may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
MoonLabor is not obliged to check the correctness and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is MoonLabor responsible for the correctness and completeness of the information compiled by MoonLabor for third parties and/or provided to third parties in the context of the Agreement.
MoonLabor can, if necessary for the execution of the Agreement, request additional information. Failing this, MoonLabor is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify immediately or no later than 5 working days MoonLabor after the change has become known.
The Client is obliged to respect all technical protections and other facilities of the MoonLabor Application, and to respect the intellectual property rights resting on the Application.

Article 8 - Development Application

MoonLabor can deliver a design, planning and/or other documents for the benefit of the service. The Client is obliged to provide all necessary information in a timely manner, complete, correct and in the desired form for the purpose of developing the Application (including data files, software, documentation, advice, reports, analyzes and designs).
The parties will record all characteristics, functionalities, properties and more of the Application to be developed in writing. The Application is made solely on the basis of these written agreements. If the agreements made are too brief to meet the wishes of the Client, the parties must consult and adjust the agreements or the Agreement accordingly.
MoonLabor is at all times entitled to request approval from the Client before a work developed by it is delivered or an associated user license is transferred.
The Client acquires a non-exclusive, non-transferable and non-sublicensable right to use the Application from the moment that the Client has fully complied with its (payment) obligations, unless the parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from the use of the Client. Unless the parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client.
The Application developed by MoonLabor is delivered when the Client has signed or has given explicit approval for the Application within a maximum period of 7 calendar days, unless a further period has been agreed. To this end, the Client can check the written agreements. After the unused expiry of this term, the Client is deemed to have agreed to the Application. Any repairs performed after this period is regarded as additional costs.
The parties can agree on a test period in which the Client determines any errors and/or defects. These defects must be reported to MoonLabor in writing. The repair work thereof will be borne by MoonLabor, unless there are errors of use or errors that cannot be attributed to MoonLabor. The repair period concerns a reasonable period, at least 7 days after the defects have been reported or confirmed by MoonLabor.
If, after the test period and/or delivery, changes have to be made to the Application, whether or not at the request of the Client, which have not been previously agreed in writing, the changes must be made on the basis of a new order. The Client is only entitled to a limited number of revision rounds, which are determined in consultation in the Agreement.
At MoonLabor's first request, the client is obliged to assess proposals provided by MoonLabor, at least within the agreed period. If MoonLabor is delayed in its work, because the Client does not or not timely assess a proposal made by MoonLabor, the Client is at all times responsible for the resulting consequences, such as delay.
The nature of the service means that the result also depends on external factors that can influence the development, such as the quality, correctness and timely delivery of the necessary information and data from the Client and/or its employees. The client guarantees the quality and the timely and correct delivery of the required data and information.

Article 9 - Delivery

If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not supplied all requested information or has not provided all the requested information in time, does not provide sufficient cooperation, the advance has not been received in time by MoonLabor or Due to other circumstances, which are at the expense and risk of the Client, MoonLabor is entitled to a reasonable extension of the delivery or completion period. Under no circumstances are the specified terms strict deadlines, nor can MoonLabor be held liable for exceeding the agreed term.
All damage and additional costs as a result of delay due to a cause referred to in paragraph 1 are for the account and risk of the Client and will be charged by MoonLabor to the Client.
If the Client has to give approval, MoonLabor is entitled to suspend the execution of the Agreement until the Client has given its approval.
MoonLabor makes every effort to realize the service within the agreed term, insofar as this can reasonably be expected of it. In case of urgency, the Client is obliged to reimburse MoonLabor for the additional costs involved.
MoonLabor makes every effort to provide the Service in accordance with the Offer as much as possible.
If the Parties agree on a partial delivery of the Application, MoonLabor will further develop the Application as soon as the Client has shared its comments and comments in writing and MoonLabor has confirmed these changes. These changes may affect the delivery date as well as the budget that has already been agreed.
After the Application has been approved by the Client, and the Application is ready to be put into use by the Client, MoonLabor can give an explanation or presentation at the Client's location for correct commissioning.

Article 10 - Advice and consultancy

MoonLabor can, if instructed to do so, draw up advice, plan of approach, design, reporting, planning and/or reporting for the benefit of the service. The content of this is not binding and only of an advisory nature, but MoonLabor will observe its duties of care. The client decides itself and under its own responsibility whether to follow the advice.
The advice provided by MoonLabor, in whatever form, can never be regarded as binding advice. Even if MoonLabor assists the Client in negotiations, this advice is never legal advice.
At MoonLabor's first request, the client is obliged to assess proposals it has provided. If MoonLabor is delayed in its work, because the Client does not or not timely provide an assessment of a proposal made by MoonLabor, the Client is at all times responsible for the resulting consequences, such as delay.
The nature of the service means that the result always depends on external factors that can influence MoonLabor's reports and advice, such as the quality, correctness and timely delivery of the necessary information and data from the Client and its employees. The client guarantees the quality and the timely and correct delivery of the required data and information.
The Client will notify MoonLabor in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.

Article 11 - Transfer of risk

The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items used, made or delivered in the context of the execution of the Agreement, is transferred to the Client at the the moment at which these are actually made available to the Client, or at the time of the first moment of commissioning the Application. If and insofar as any damage is caused to the Client, MoonLabor is never obliged to supply replacement software/equipment at the cost of the information carriers. The reinstallation and/or implementation must take place at the agreed rate unless otherwise agreed.

Article 12 - Guarantees

MoonLabor performs the Services in accordance with the standards applicable in the industry. If any guarantee is given, this is limited to what has been expressly agreed in writing. During the warranty period, MoonLabor guarantees a sound and customary quality of the delivery.
The Client can only invoke the guarantee given by MoonLabor if the Client has fully complied with its payment obligations.
If the Client rightly invokes the guarantee, MoonLabor is obliged to carry out a free repair or replacement. In addition, if there is any additional damage, the applicable liability provisions of these general terms and conditions will be adhered to.
MoonLabor does not guarantee that the Application functions without errors and/or interruptions. MoonLabor makes every effort to repair errors in the Application or software within a reasonable period of time. The repair only pertains to what has been developed by MoonLabor itself, and the defects have been reported in time by the Client. MoonLabor is entitled to postpone the repair until a new version of the software is put into use. Defects in software not developed by MoonLabor can be repaired in consultation at the expense and risk of the Client.
The Client accepts the Application 'as is', unless otherwise agreed.
The Client must immediately and in detail report any defects found to MoonLabor in writing in such a way that MoonLabor is able to reproduce and repair the defects. The defect is reported the moment the Client receives a confirmation of receipt of the report from MoonLabor.
Recovery also includes the provision of temporary solutions. The warranty does not cover the recovery of corrupted or lost data. MoonLabor is under no obligation to restore this data. If agreed, MoonLabor can reasonably cooperate, but is never responsible or obliged to restore any mutilated and/or lost data. The Client must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not based on information provided by MoonLabor.
During the warranty period, the Client can only invoke this warranty provision and MoonLabor is not obliged to pay any compensation arising from the defects found during the warranty period.
If a defect is not covered by the free repair during the warranty period, the Client must reimburse the relevant costs.
MoonLabor does not guarantee that the software to be kept available, in the context of the Service, is adapted in time to the changes in relevant laws and regulations, but will make every effort to realize this as quickly as possible.

Article 13 - Use and maintenance

MoonLabor makes the agreed and developed Application available to the Client for use during the term of the Agreement on the basis of a user license. The right to use the Application is non-exclusive, non-transferable, non-pledgeable and non-sublicensable and limited to these terms and conditions.
If agreed, MoonLabor will perform maintenance on the Application. The scope of the maintenance obligation extends to what has been explicitly agreed by the Parties. Even if this has not been explicitly agreed, MoonLabor can carry out maintenance work or interrupt the performance of its Services if it deems this necessary for the purpose of being able to perform maintenance. Carrying out maintenance can also cause interruptions in the performance of the services, which does not justify the Client's right to compensation.
The Client is obliged to report any defects, errors or other malfunctions in the Application in writing to MoonLabor, after which MoonLabor will repair the errors and/or make improvements in accordance with its usual procedures. If desired, MoonLabor is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
The client is obliged to cooperate with MoonLabor on first request.
Despite MoonLabor's agreed maintenance obligations, the Client has an independent responsibility for the management and use of the Application.
For maintenance, MoonLabor is authorized to check (data) files for, among other things, computer attacks, computer viruses and unsafe and/or illegal acts, as well as to perform other actions necessary for maintenance. The Client is also responsible for the instruction on and use of the Application by third parties engaged by the Client.
In principle, the maintenance includes the following Services (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, MoonLabor is entitled to (temporarily) put the Service out of use in whole or in part. The Client is not entitled to any compensation during this interruption. MoonLabor will have the interruption take place outside office hours as much as possible and no longer than is necessary for maintenance.
MoonLabor is entitled to make changes in the technology of the data network and/or internet or telecommunications network and other changes in the services offered by MoonLabor. These changes may affect the peripheral equipment used by the Client, for which MoonLabor cannot be held to pay any compensation.

Article 14 - Additional work and changes

If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client's request to achieve the desired result for the Client, the Client is obliged to pay for work in accordance with the agreed rate. MoonLabor is not obliged to comply with this request, and can require the Client to conclude a separate Agreement for this.
The Client can make changes or have changes made to the scope and/or content of the Service. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if MoonLabor bears the costs of the change.

Article 15 - Prices

All prices are shown exclusive of turnover tax (VAT).
MoonLabor carries out its services in accordance with the agreed rate. The costs of the development work are calculated afterwards, based on the time registration drawn up by MoonLabor (actual calculation) unless otherwise agreed.
Travel time for the benefit of the Client and costs related to travel will be passed on to the Client unless otherwise agreed.
If agreed, the Client must make partial payments at the time of delivery.
If the Agreement is entered into for one year, this compensation must be paid in full on the basis of advance payment.
The Client is obliged to fully reimburse the costs of third parties, which are deployed by MoonLabor after the Client's approval, unless expressly agreed otherwise.
The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance in full before a start is made with the performance of the service.
The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
MoonLabor is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
The client must pay these costs at once, without settlement or suspension, within the specified payment term of no later than 14 days as stated on the invoice to the account number and details of MoonLabor made known to it.
In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment of the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 16 - Collection policy

All payment terms set by MoonLabor are deadlines. If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term of 14 days, the Client is in default by operation of law.
From the date that the Client is in default, MoonLabor will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
If MoonLabor has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and execution costs incurred are also for the account of the Client.

Article 17 - Privacy, data processing and security

MoonLabor handles the (personal) data of the Client and users of the Application with care and will only use them in accordance with the privacy statement. If requested, MoonLabor will inform the person concerned about this. Questions about the processing of personal data and further information can be sent by e-mail to hello@moonlabor.com.
The Client is responsible for the processing of data that is processed using a MoonLabor Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies MoonLabor against any (legal) claim related to this data or the execution of the Agreement.
If MoonLabor is required to provide information security under the Agreement, this security will comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising from it, as well as other applicable laws and regulations. The parties must conclude a processing agreement for this.
The Client has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, provide access to, correct and delete personal data of data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations. MoonLabor is a “Processor” within the meaning of the GDPR with regard to these personal data. MoonLabor will provide as much support as is technically possible.

Article 18 - Suspension

MoonLabor has the right to retain the received or realized data, data files, software and more if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, obliged to do so would be.
MoonLabor is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. MoonLabor is in that case not liable for damage, in whatever form, as a result of suspending its activities.

Article 19 - Force majeure

MoonLabor is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
Force majeure on the part of MoonLabor in any case includes, but is not limited to: (i) force majeure of suppliers of MoonLabor, (ii) failure to properly fulfill obligations of suppliers prescribed by Client to MoonLabor or recommended, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that in MoonLabor's opinion fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
If a force majeure situation lasts longer than two months, the Agreement can be dissolved in writing by either of the Parties. If any performance has already been performed on the basis of the Agreement, in such a case settlement will be made on a pro rata basis without any liability on the part of either party to each other.
If MoonLabor has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or deliverable part separately and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or to be delivered has no independent value.

Article 20 - Limitation of liability

In the event of an attributable shortcoming on the part of MoonLabor, MoonLabor is only obliged to pay any compensation if the Client has given MoonLabor notice of default within 14 days after discovery of the shortcoming, and MoonLabor has subsequently failed to report this shortcoming within the the notice of default has remedied said reasonable term. The notice of default must be submitted in writing and must contain such an accurate description of the shortcoming or defect that MoonLabor is able to respond adequately.
If the provision of Services by MoonLabor leads to liability of MoonLabor, that liability is limited to the costs charged in connection with the Service with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the method of repair as well as the costs of emergency provisions. In the case of Agreements based on a continuous service or service and/or maintenance, the above liability is limited to a maximum period of 12 months prior to the notice of default.
MoonLabor is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss, missed savings, damage due to business interruption and damage as a result of the use of Services provided by MoonLabor, damage due to loss of data, damage due to exceeding delivery times , consequential and delay damages and interest damages.
MoonLabor's liability is furthermore limited to the amount paid out by its insurance company per event per year.
MoonLabor is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on its website or that of linked websites.
MoonLabor is not responsible for errors and/or irregularities in the functionality of the Application and/or the website, software, malfunctions or the unavailability of the website and/or software or Application for whatever reason.
Liability of MoonLabor for (the functioning of) plug-ins from third parties is excluded. MoonLabor is furthermore not liable for damage that has arisen as a result of or in connection with changes made or work performed in or to the Application of MoonLabor that has taken place without explicit permission from MoonLabor.
The Client indemnifies MoonLabor against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and which also consisted of Services provided by MoonLabor, unless the Client can demonstrate that the damage was solely caused by the service from MoonLabor.
If a third party is engaged by or on behalf of the Client, MoonLabor is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice prepared) of the third party engaged by the Client in MoonLabor's own advice.
Any advice provided by MoonLabor, on the basis of incomplete and/or incorrect information provided by the Client, is never a ground for MoonLabor's liability. The content of the advice provided by MoonLabor is not binding and only advisory in nature. The client decides itself and under its own responsibility whether it follows the proposals and advice of MoonLabor mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The client is at all times free to make its own choices that deviate from the advice provided by MoonLabor. MoonLabor is not obliged to any form of refund if this is the case.
The Client is responsible for the proper security of its own devices on which the Application is installed, security of passwords and more. Under no circumstances is MoonLabor liable.
MoonLabor does not guarantee a correct and complete transmission of the content of an email sent by/on behalf of MoonLabor, nor for the timely receipt thereof.
The Client guarantees the correctness and completeness of the information and wishes it provides with regard to the Service.
All claims of the Client due to shortcomings on the part of MoonLabor lapse if they have not been reported to MoonLabor in writing and with reasons. Any claim for compensation against MoonLabor must always be reported in writing, but no later than one year after the Client was aware or could reasonably have been aware of the facts on which he bases his claims. MoonLabor's liability ends in any case after one year after termination of the Agreement between the Parties.

Article 21 - Confidentiality

MoonLabor and the Client undertake to maintain the confidentiality of all (confidential) information obtained in the context of an Agreement. Confidentiality arises from the Agreement or which can reasonably be expected to be confidential information. Parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior express written permission to do so.
The client is obliged to keep secret all data and other materials provided by MoonLabor, not to disclose or use it to third parties, unless MoonLabor has given explicit permission for this.
If MoonLabor is obliged to provide confidential information to the law or competent court or third party indicated by law or by virtue of a legal provision or a court decision, and MoonLabor cannot invoke a right of nondisclosure, MoonLabor is not obliged to any compensation and the Client is not entitled to dissolve the Agreement.
MoonLabor and the Client also impose the confidentiality obligation on third parties to be engaged by them.

Article 22 - Intellectual Property Rights

All intellectual property rights of MoonLabor, including data files, software, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and quotations, as well as all preparatory material thereof, rest exclusively with MoonLabor, and/or third parties or suppliers if these rights already belonged to others than MoonLabor.
The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and software on which MoonLabor's IP rights and copyrights rest without the express prior written consent of MoonLabor and an agreed monetary compensation. If the Client wishes to make changes to goods delivered by MoonLabor, MoonLabor must explicitly agree to the intended changes.
The Client is prohibited from using the products to which MoonLabor's intellectual property rights rest other than as agreed in the Agreement. The Client only acquires a non-exclusive non-transferable right of use of the Application, unless expressly agreed otherwise.
Furthermore, the Client is not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Website, documentation and/or other materials.
Parties will inform each other and act jointly against any infringement of MoonLabor's IP rights.
The Client indemnifies MoonLabor against claims from third parties with regard to (possible) infringements and/or claims from third parties with regard to what has been made available to the Client in the context of the Agreement. The Client will immediately inform MoonLabor about these infringements and/or claims.
Any infringement by the Client of the IP rights (and copyrights) of MoonLabor will be punished with a one-off fine of €50,000 (in words: fifty thousand euros) and a fine of €1,000,- (in words: thousand euros) for each day that the infringement continues. This does not affect MoonLabor's right to claim compensation.

Article 23 - Indemnification and correctness of information

The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents that he provides to MoonLabor in the context of the Agreement. The Client is also responsible for this if this data comes from third parties.
The client indemnifies MoonLabor from any liability as a result of failure to fulfill the obligations from the previous paragraph or to do so on time.
The Client indemnifies MoonLabor against claims from third parties with regard to intellectual property rights on the data and information provided by the Client, which can be used in the performance of the Agreement, as well as with regard to the content of advice and reports drawn up by MoonLabor.
If a party provides MoonLabor with electronic files, Website or information carriers, the party in question guarantees that they are free of viruses and defects.

Article 24 - Complaints

If the Client is not satisfied with the service or products of MoonLabor or otherwise has complaints about the implementation of the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason for the complaint. Complaints can be reported in writing via hello@moonlabor.com with the subject “Complaint”.
The complaint must be sufficiently substantiated and/or explained by the Client if MoonLabor is to be able to handle the complaint.
MoonLabor will as soon as possible, but no later than 14 days respond substantively to the complaint after receipt of the complaint.
The parties will try to reach a solution together.

Article 25 - Applicable law

The legal relationship between MoonLabor and the Client is governed by Dutch law.
MoonLabor can unilaterally change these terms and conditions. The most current version can be found on the website.
All disputes arising from or as a result of the Agreement between MoonLabor and the Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions designate another competent court.

Version: Amsterdam, August 9, 2024