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Terms & Conditions

B2B terms for CoolBerry creative subscriptions and projects

These are the general terms and conditions of CoolBerry, registered with the Netherlands Chamber of Commerce under number 42020889 and based in 's-Hertogenbosch, the Netherlands. They apply exclusively to business clients and were last updated on July 21, 2026.

Article 1 — Scope and definitions

  1. 1 These terms apply exclusively to clients acting in the course of a profession or business. CoolBerry does not contract with consumers under these terms.
  2. 2 Client means the business entering into an agreement with CoolBerry. Agreement means the accepted proposal, order confirmation or subscription together with these terms. Deliverable means an image, clip, design, plan or other output supplied under the Agreement.
  3. 3 These terms apply to all proposals, projects, subscriptions, renewals and additional assignments between CoolBerry and the Client.
  4. 4 The applicability of the Client's purchasing or other general terms is rejected unless CoolBerry expressly accepts them in writing.
  5. 5 If a provision is invalid or unenforceable, the remaining provisions remain effective. The parties will replace the affected provision with a valid provision that most closely reflects its purpose.

Article 2 — Formation and order of precedence

  1. 1 A proposal is valid for the period stated in it. If no period is stated, it expires 30 days after its date. Obvious pricing, calculation or description errors do not bind CoolBerry.
  2. 2 An Agreement is formed when the Client accepts a proposal or order confirmation in writing, completes an authorised purchase, or asks CoolBerry to begin and CoolBerry does so.
  3. 3 If documents conflict, the following order applies: the signed order confirmation, the accepted proposal, any data processing agreement, these terms, and finally other project communications.
  4. 4 Concepts, samples, mood boards and proposal materials supplied before an Agreement remain confidential and may not be used, reproduced or shared without CoolBerry's written permission.
  5. 5 Email and other agreed electronic communications satisfy a requirement for writing. Changes to an Agreement are effective only when confirmed in writing by both parties.

Article 3 — Subscriptions and package scope

  1. 1 Unless a fixed term is expressly agreed, a subscription starts on the agreed date, runs for one month and automatically renews for successive monthly periods.
  2. 2 The Client may cancel a month-to-month subscription in writing before the next renewal date. Cancellation takes effect at the end of the paid billing period. Amounts for a billing period that has started are non-refundable.
  3. 3 A fixed-term subscription continues until the end of the agreed term and cannot be cancelled early unless the Agreement expressly permits it or the parties agree otherwise in writing.
  4. 4 The selected package and order confirmation determine the monthly quantities, service level and included revision rounds. A subscription covers one brand unless agreed otherwise.
  5. 5 Unused Deliverables, production capacity and revision rounds expire at the end of each billing period and do not roll over, accumulate or convert into money unless agreed otherwise.
  6. 6 Subscription work is planned around the Client's timely brief, materials and feedback. Delays caused by the Client may reduce what can reasonably be delivered within that billing period without creating a refund or rollover right.

Article 4 — Client responsibilities and approval

  1. 1 The Client must provide complete, accurate and usable briefs, product references, brand materials, access and feedback reasonably required for the work.
  2. 2 The Client warrants that it has all rights, licences and permissions required for materials, trademarks, products, persons, voices and instructions supplied to CoolBerry.
  3. 3 The Client is responsible for checking product accuracy, prices, claims, disclosures, spelling, legal notices and the suitability of Deliverables for the intended channel before publication.
  4. 4 Feedback and approvals must be supplied by an authorised contact and, where requested, within five business days. Conflicting or late instructions may change the schedule and constitute additional work.
  5. 5 The Client may not request unlawful, misleading, discriminatory, infringing, defamatory or deceptive content, or content that unlawfully imitates a person or misrepresents a real product or event.
  6. 6 CoolBerry may rely on Client approvals. Changes requested after approval, or corrections to information previously approved by the Client, are additional work unless caused by CoolBerry's failure to follow the approved brief.

Article 5 — AI-assisted production and third parties

  1. 1 CoolBerry uses human creative direction together with generative AI, editing software, cloud services and other third-party tools to produce the Deliverables.
  2. 2 AI-assisted outputs can contain artifacts, variations, factual errors or inconsistencies. CoolBerry applies reasonable professional review but does not guarantee that every generated element is unique, error-free, protectable by intellectual-property rights or eligible for registration.
  3. 3 Unless the Agreement states otherwise, a cinematic product clip is a short AI-assisted clip based on one approved concept, supplied in one aspect ratio and without scriptwriting, voice-over, advanced sound design or complex character continuity.
  4. 4 CoolBerry may use suitable third-party providers and subcontractors and remains responsible for coordinating their contribution. Their service availability, technical limits and licence terms may affect production.
  5. 5 The Client authorises CoolBerry to submit necessary Client Materials to approved providers solely to perform the Agreement, subject to applicable privacy, confidentiality and data-transfer requirements.
  6. 6 The Client is responsible for legally required disclosure when publishing synthetic or manipulated content. CoolBerry will provide reasonable information about its AI-assisted process and will not knowingly remove required provenance information.
  7. 7 CoolBerry may refuse or stop instructions that create legal, safety, reputational or platform-policy risks and will discuss a compliant alternative where reasonably possible.

Article 6 — Delivery, revisions and acceptance

  1. 1 Delivery targets begin after CoolBerry has received the required payment, brief and usable materials. Dates are reasonable targets unless expressly identified as strict deadlines in writing.
  2. 2 Standard, faster and priority service describe relative production priority; an exact delivery date or service level applies only when stated in the order confirmation.
  3. 3 An included revision round is one consolidated set of reasonable changes to the delivered batch that remains within the approved brief and concept.
  4. 4 New concepts, replacement briefs, extra formats, additional aspect ratios, changes after approval and requests beyond the included revision rounds are additional work. CoolBerry will seek approval before charging material additional fees.
  5. 5 The Client must provide revision feedback or report visible technical defects within five business days after delivery. If no response is received, the Deliverables are considered accepted for production-planning purposes.
  6. 6 A hidden technical defect must be reported promptly and no later than ten business days after discovery, with enough information for CoolBerry to investigate.
  7. 7 For a substantiated defect attributable to CoolBerry, CoolBerry may first correct, replace or re-deliver the affected Deliverable within a reasonable period.

Article 7 — Prices and payment

  1. 1 All prices are in euros and exclude VAT and other applicable taxes unless expressly stated otherwise.
  2. 2 Subscriptions are invoiced in advance. Other invoices are payable within 14 days of the invoice date unless the Agreement states a different term.
  3. 3 Work outside the package or approved brief is charged at the agreed additional rate or, if no rate was agreed, at CoolBerry's then-current reasonable rate. CoolBerry will request approval before material additional work.
  4. 4 If payment is late, the Client owes the applicable Dutch statutory commercial interest, the statutory fixed recovery amount and reasonable collection costs permitted by law.
  5. 5 The Client may not withhold or set off payment except for a claim acknowledged by CoolBerry or finally established by a court.

Article 8 — Intellectual property and commercial usage

  1. 1 The Client retains its rights in materials supplied to CoolBerry and grants CoolBerry the temporary rights needed to perform the Agreement.
  2. 2 CoolBerry retains all rights in its pre-existing materials, methods, prompts, workflows, templates, tools, know-how and reusable production elements.
  3. 3 After full payment, the Client receives a perpetual, worldwide, royalty-free commercial licence to use, reproduce, publish, display, distribute, adapt and advertise with the final approved Deliverables for its business and brands.
  4. 4 The Client may provide Deliverables to its employees, agencies, media platforms, distributors and service providers for those commercial purposes. Resale of an unmodified Deliverable as a standalone stock asset or template is not permitted without written consent.
  5. 5 The licence is subject to rights in Client Materials and third-party elements. Because applicable law may not recognise exclusive rights in all AI-generated elements, CoolBerry does not guarantee exclusivity, copyright protection, trademark availability or freedom from independently similar outputs.
  6. 6 Editable source files, working files and generation histories are not included unless stated in the Agreement. CoolBerry may show Deliverables in its portfolio only with the Client's prior written consent.

Article 9 — Confidentiality and data protection

  1. 1 Each party must keep the other party's non-public commercial, technical and creative information confidential and use it only for the Agreement.
  2. 2 Confidentiality does not apply to information that was lawfully known, becomes public without breach, is independently developed, is received lawfully from a third party or must be disclosed by law.
  3. 3 CoolBerry may share confidential information with personnel, professional advisers and approved providers who need it for the Agreement and are bound by appropriate confidentiality obligations.
  4. 4 Each party complies with applicable data-protection law. Where CoolBerry processes personal data solely on the Client's documented instructions, the parties will enter into a data processing agreement where legally required.
  5. 5 The Client must not supply unnecessary sensitive personal data and must have a lawful basis and required notices or consents for personal data, likenesses and voices included in Client Materials.
  6. 6 CoolBerry may use subprocessors and lawful international-transfer mechanisms as described in its privacy documentation or applicable data processing agreement.
  7. 7 Client Materials and project files are retained only as reasonably necessary for performance, support, legal obligations and agreed archiving, after which they may be securely deleted. The Client is responsible for retaining its delivered files.

Article 10 — Liability and indemnities

  1. 1 CoolBerry provides creative services on a best-efforts basis and does not guarantee advertising performance, engagement, sales, platform approval or any other commercial outcome.
  2. 2 To the extent permitted by law, CoolBerry is not liable for indirect or consequential loss, lost profit, lost revenue, lost savings, loss of goodwill, business interruption or loss of data.
  3. 3 CoolBerry's aggregate liability for direct loss is limited to the greater of the fees paid for the affected order or the subscription fees paid during the three months preceding the event, subject to a maximum of €10,000.
  4. 4 The exclusions and limits do not apply where liability cannot legally be excluded or where damage results from CoolBerry's intent or conscious recklessness.
  5. 5 The Client indemnifies CoolBerry against third-party claims arising from Client Materials, unlawful or misleading Client instructions, product claims supplied or approved by the Client, or use of Deliverables outside the agreed licence, except to the extent caused by CoolBerry's breach.
  6. 6 A party seeking compensation must notify the other promptly, take reasonable steps to limit loss and bring any claim no later than 12 months after becoming aware, or reasonably being able to become aware, of the relevant event.

Article 11 — Force majeure, suspension and termination

  1. 1 Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including major internet, cloud or AI-provider outages, cyber incidents, power failure, fire, epidemic, labour disruption, war, government action or failures of essential suppliers that could not reasonably be avoided.
  2. 2 The affected party must notify the other party promptly and take reasonable steps to reduce the impact. Deadlines are extended for the duration of the force majeure event.
  3. 3 If force majeure prevents a material part of the services for more than 30 days, either party may terminate the affected unperformed part without liability, while fees for work already performed remain payable.
  4. 4 CoolBerry may suspend or refuse work if payment is overdue, required cooperation is missing, an instruction is unlawful or unsafe, or continued performance would create a material security or reputational risk.
  5. 5 Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately if the other party becomes insolvent, ceases business or cannot lawfully perform the Agreement.
  6. 6 On termination, all fees for work performed and approved commitments become due. Clauses intended to survive, including payment, confidentiality, intellectual property and liability, remain effective.

Article 12 — Changes, law and disputes

  1. 1 CoolBerry may amend these terms for future Agreements. For an active subscription, a material change takes effect only after at least 30 days' written notice; the Client may cancel before that date if it does not accept the change.
  2. 2 Failure to enforce a right does not waive that right. These terms and the Agreement contain the entire agreement on their subject and replace earlier discussions about it.
  3. 3 Dutch law applies exclusively to every Agreement and legal relationship between CoolBerry and the Client.
  4. 4 The parties will first try in good faith to resolve a dispute through consultation. If that fails, the competent court in the district of Oost-Brabant, location 's-Hertogenbosch, has exclusive jurisdiction unless mandatory law requires otherwise.
  5. 5 The Dutch version of these terms prevails if the Dutch and English versions differ in meaning or interpretation.