Terms & Conditions

 Applicability

  1. These Terms & Conditions apply to all agreements between merQetia (registered in the Netherlands) and the client, including follow-up assignments, unless expressly agreed otherwise in writing.
  2. By accessing our website, placing an order, or engaging our services, you confirm that you are in agreement with and bound by these Terms & Conditions.
  3. If any provision is deemed invalid or unenforceable under Dutch law, the remaining provisions will continue in full force.

Offers, Acceptance & Quotations

  1. Quotations are valid for 30 days unless otherwise stated.
  2. Agreements are binding once the Client accepts in writing (including email/e-signature) and merQetia confirms.

Pricing, VAT & Payments

  1. All prices are exclusive of VAT (ex BTW) and exclude third-party costs unless stated otherwise.
  2. Standard project payment terms:
    1. 60% deposit at acceptance
    2. 40% prior to final delivery
  3. Retainers are billed monthly in advance.
  4. Payment term: 14 days from invoice date.
  5. Late payments incur:
    1. Statutory commercial interest (wettelijke handelsrente)
    2. Legal collection costs under WIK (min. €40)
    3. The right to suspend Services until payment is received
  6. Annual fee indexation: merQetia may adjust fees (per 1 January) by CBS CPI or max 3% (whichever is higher) with 30 days’ notice.
  7. Third-party/production costs (hosting, plugins, printing, stock assets, ad spend) are billed to Client and may include a 10% service/management fee.

Duration, Termination & Suspension

  1. Retainer agreements carry a minimum term (typically 6 months).
  2. After the term, contracts renew monthly and may be terminated with 1 month’s written notice.
  3. Early termination during the minimum period requires a cancellation fee equal to one (1) month of the retainer.
  4. Either Party may terminate with immediate effect if:
    1. A material breach is not resolved within 14 days
    2. The other Party enters bankruptcy/insolvency
  5. Team merQetia may suspend Services due to non-payment, misuse, compliance risks, or security concerns.

Execution, Dependencies & Client Responsibilities

  1. Team merQetia will provide Services on a best-efforts basis and may engage qualified third parties.
  2. Clients must provide timely access, content, approvals, and information.
  3. Delays caused by the Client extend timelines and do not constitute agency default.
  4. Deliverables are deemed accepted if no feedback is received within 5 Business Days.

Deliverables, Changes & Service Levels

  1. Scope and milestones follow the signed proposal or Service Schedule.
  2. Out-of-scope requests require a Change Request with new fees and timelines.
  3. Typical service response times:
    1. Email replies: 1–2 Business Days
    2. Minor content changes: 3–5 Business Days
    3. Website maintenance tickets triaged within 2 Business Days (resolution depends on complexity)

Intellectual Property & Portfolio Rights

  1. All IP remains with merQetia until full payment of all invoices.
  2. After payment, the Client receives rights of use/ownership to the final Deliverables described in the Agreement.
  3. Pre-existing IP, working files (AI, PSD, Figma, XD), internal frameworks, or licensed materials remain merQetia’s property.
  4. Team merQetia may showcase completed work in its portfolio unless the Client objects in writing.

Warranties, Bug Fixes & Maintenance

  1. Deliverables will materially match agreed specifications at delivery.
  2. Websites/software include a 30-day bug-fix warranty, excluding:
    1. New features
    2. Scope changes
    3. Third-party platform failures
  3. Ongoing maintenance requires a retainer or separate agreement.

Marketing Performance Disclaimer

  1. Team merQetia will work diligently toward agreed KPIs (visibility, traffic, conversions, etc.).
  2. Due to third-party dependencies (Google, Meta, hosting, algorithms), no guarantees are made regarding rankings, sales, or specific results.

Confidentiality

  1. Both Parties must keep all Confidential Information private.
  2. This obligation survives termination.

GDPR, Data Protection & International Transfers

  1. Team merQetia processes personal data in compliance with GDPR.
  2. If acting as Processor, a Data Processing Agreement (DPA) will be signed.
  3. When working with global team members, merQetia uses secure safeguards including SCCs, limited access, and 2FA.

Liability & Indemnities

  1. Team merQetia’s total liability per incident or contract year is limited to:
    1. The total invoiced amount for the relevant project (ex BTW), or
    2. Three (3) months of retainer fees; whichever is lower.
  2. Team merQetia is not liable for indirect damages, including:
    1. Lost profit
    2. Data loss
    3. Reputation damage
    4. Third-party downtime
    5. Platform policy changes
  3. Client warrants rights to all materials they provide and indemnifies merQetia against related third-party claims.

Non-Solicitation, Complaints & Force Majeure

  1. The Client may not hire or attempt to hire merQetia team members for 12 months after the contract ends. Violation incurs a penalty equal to six (6) months of the individual’s average monthly fee.
  2. Complaints must be submitted in writing within 14 calendar days of delivery. Failure to do so means the Deliverables are accepted.
  3. Neither Party is liable for delays caused by events outside their control (e.g., natural disasters, strikes, hosting failures, pandemics).

Assignment, Notices & Miscellaneous

  1. Notices may be sent by email and are considered received the next Business Day.
  2. Invalid clauses do not affect the rest of the Terms.
  3. English is the governing language of all Agreements.

Governing Law & Jurisdiction

These Terms are governed by Dutch law.
Disputes will be resolved by the competent courts of Amsterdam, the Netherlands.