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General Terms and Conditions

when working with Zenjoy bvba

Last updated on 08/08/2022

ARTICLE 1 - SCOPE

The following standard General Terms and Conditions (GTC) apply to all offers from and collaborations with Zenjoy bvba where no other agreement specifically concluded with the client takes precedence. If any provision of these GTC is wholly or partially void or revoked, the remaining provisions of these GTC shall remain in full force and effect.

ARTICLE 2 - ESTABLISHMENT OF COOPERATION

  1. An offer from Zenjoy is informative, non-binding and valid for 30 days from the time of sending, unless explicitly stated otherwise.
  2. An agreement between the client and Zenjoy is established when the client accepts a prepared quotation by signing, digitally or otherwise, by confirmation from the client via e-mail or after requesting the work to start.

    ARTICLE 3 - METHOD OF COOPERATION

    1. The scope of the agreement is limited to what is mutually agreed upon in the stipulation of assignment.
    2. Any changes or additional services, whether in line with but not including the quotation, will be performed at the then current hourly rate, unless otherwise agreed in writing.
    3. Changes in the input or certain new requests from the client during the development of the assignment, which have an impact on the amount of labour hours to be spent on the execution of the assignment, will be charged at the hourly rate applicable at that time, unless otherwise agreed in writing.
    4. The client is always responsible for the correct and timely delivery of information, cooperation and input regarding the services and works provided by Zenjoy. At Zenjoy's request, the client shall provide access to and use all information, data, documentation, computer time, facilities, workspace, personnel and office services that Zenjoy reasonably considers necessary to fulfil its obligations under the agreement.
    5. The client is solely responsible for the use and application in its organisation of the products and services provided by Zenjoy and for control and security procedures and proper system management.

    ARTICLE 4 - CANCELLATION

    In case the work is postponed or cancelled at the request of the client, the contractor shall be entitled to invoice pro rata for the work concluded through the date of that request, subject to all rights agreed in this agreement. If additional payment is due on top of the advance already paid, it shall be paid within 30 days of the client's notification to stop working. In the event of cancellation, the client shall also be responsible for reimbursing all costs incurred by the contractor in connection with this assignment and the client shall be granted a licence for the work delivered up to that point. The client bears full responsibility for the collection of legal costs necessary due to any non-payment.

    ARTICLE 5 - TRANSFER OF WORK

    The contractor is completely independent in carrying out the agreed assignment.

    Within the limits of this agreement, the contractor is free to carry out the assignment and achieve the agreed result.

    The contractor reserves the right to assign other designers or subcontractors to the work to ensure quality and timely completion of the project.

    ARTICLE 6 - DEADLINES

    1. The Contractor and Client shall mutually determine the deadlines within which the order is to be realised. These deadlines are indicative. If the deadline threatens to be exceeded, the Translator shall inform the Client in good time of the causes and possible consequences. The client and the contractor shall endeavour to reach an amicable solution in mutual consultation.
    2. The contractor will make every effort to meet agreed deadlines. The client should be aware that failure to provide the required information or materials necessary for the realisation of the web application may cause subsequent delays to this deadline. Such delays by the client may lead to significant delays in the delivery of the completed work. In these cases, the contractor is no longer obliged to guarantee the mutually agreed deadline.
    3. In case of changes in the client's input or direction of the design or elaboration of the initial order and other excessive changes to the order, the contractor reserves the right to agree a new deadline in consultation with the client.

      ARTICLE 7 - DELIVERY

      If the agreement specifies any deliverables that are subject to acceptance, Zenjoy shall deliver the deliverables as set out in the agreement and the client shall accept the completed work in writing within ten (10) working days of receipt of the deliverable. If the client does not accept or reject the deliverable within this acceptance period, the deliverable shall be deemed accepted.

      The client is responsible for an accurate inspection of the delivered goods and/or services at the time of delivery or delivery. If the customer wishes to reject a delivered good or service, the customer must send Zenjoy a detailed and accurately described feedback stating the defects of the good or service within the period described above.

      Acceptance of goods and/or services shall be considered as confirmation of the conformity between the goods and/or services ordered and delivered.

      ARTICLE 8 - LIABILITY IN GENERAL

      1. The contractor undertakes to perform all services to be provided with care. All performances by the contractor are resource commitments. The contractor shall not be liable for errors in performance due to insufficient or incorrect input by the client.
      2. Unless expressly stated otherwise in writing, all terms, including delivery terms, are not binding on Zenjoy and are indicative only. Zenjoy's breach of these terms shall not give rise to any liability hereunder.
      3. The contractor cannot be held liable for any fault of its or its appointees, except in case of fraud or gross negligence, any other liability to the extent that it is excluded or limited by applicable law, provided that such faults are not attributable to the client. Under no circumstances, whatever the cause, form or object of the claim in which liability is invoked, the contractor shall be liable for any indirect, consequential, penal or special damages such as, for example, but not limited to: loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, loss or damage to data or reputational damage which the client or third parties may suffer as a result of any fault or negligence on the part of the contractor or an appointee.
      4. The Contractor's liability in respect of services provided to the Client shall in any case be limited to either the refund of the price paid by the Client or the re-performance of the services, at the Contractor's option. The total liability of the contractor shall never exceed the price paid by the client to the contractor for the services that gave rise to the claim.
      5. As regards services originating from third-party suppliers, the contractor does not accept any liability above or beyond that which the third-party suppliers are willing to accept for their products or services.
      6. The client is responsible for complying with all applicable legal and contractual obligations, and indemnifies Zenjoy for all direct and indirect damages and costs caused by the client's failure to comply with its obligations, including third party claims. The client indemnifies Zenjoy against all third party claims due to product liability as a result of a defect in a product or system supplied by the client to a third party which consisted partly of products supplied by Zenjoy, except if and to the extent that the client proves that the damage was caused by those products, in which case Zenjoy's liability is excluded and/or limited in accordance with the other provisions of these Terms and Conditions.

      ARTICLE 9 - SOFTWARE LIABILITY

      The client acknowledges that the following applies to software: the flawless operation of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, ... ) as well as factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.) or certain cases of force majeure or malicious intent (hacking, denial of service, ....) so that, among other things, unexpected loss of (even all) programmes and/or data may occur. The customer undertakes to install suitable mechanisms for the security, preservation and restoration of data.

      ARTICLE 10 - INTELLECTUAL PROPERTY AND PROPERTY RIGHTS

      1. Intellectual Property Rights means all intellectual, industrial and other property rights (whether registered or not), including but not limited to copyright, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programmes and semiconductors.
      2. Upon receipt of full payment, the contractor grants the Intellectual Property Rights associated with the visual design of the web application created by the contractor are transferred to the client. This transfer shall apply in the fullest extent, for all modes and forms of exploitation, for the entire duration of the relevant right and for the entire world. In addition, the customer receives a non-exclusive licence to use all codes used for the web application. This user licence shall be valid for the duration of the protection of the code by copyright and for the entire world. However, if the web application contains photos or drawings not provided by the customer, but taken by the contractor from a website that provides online photos and illustrations, whether or not for payment, the licence granted to the customer on these photos and drawings will depend on the conditions stipulated on the website of this online library. As a rule, this user licence will be non-exclusive. The contractor does not provide any guarantee with regard to these photographs and illustrations.
      3. The client agrees to indemnify and hold the contractor harmless from all claims, costs and expenses, including attorneys' fees, due to materials included in the delivered work at the client's request, for which no copyright permission had been applied for or the use of which exceeds the use permitted under any licence or agreement.

        ARTICLE 11 - PORTFOLIO

        The contractor declares not to use the client's name other than reference for its own portfolio in any way for advertising purposes without the client's express written consent.

        ARTICLE 12 - FEES AND TERMS OF PAYMENT

        1. Upon acceptance of the assignment, a fee is mutually agreed upon.
        2. This fee is determined on the basis of the most realistic estimate of the amount of labour hours to be spent on carrying out the assignment.
        3. An advance payment (to be mutually agreed) will be made upon conclusion of the agreements. After completion of each phase or sub-component, a instalment will be paid in accordance with the performance required to realise the phase or sub-component.
        4. The client shall respect the terms of payment as indicated on the invoices. In case of late payment, the contractor reserves the right to unilaterally terminate this agreement.

          ARTICLE 13 - ADDITIONAL SERVICES

          1. Any work that the client wishes the contractor to realise that is not explicitly specified in the description of the relevant agreement will be considered an additional service. A new agreement will be drawn up for this work by mutual agreement.
          2. Changes in the input or certain new requests from the client during the elaboration of the assignment, which have an impact on the amount of labour hours to be spent on the execution of the assignment, will be charged at the hourly rate agreed upon at the time of entering into the agreement.

            ARTICLE 14 - CONFIDENTIALITY OBLIGATIONS

            Both parties undertake to keep confidential the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement, and to use them only for the performance of the agreement.

            ARTICLE 15 - PROCESSING OF PERSONAL DATA

            1. To the extent that the client processes personal data on the contractor's server, the contractor has the capacity of processor. The contractor has the capacity of data controller within the meaning of the Personal Data Processing Act. The assignee declares to fully comply with the obligations resting on the data controller included in this Act. Moreover, Zenjoy undertakes to the best of its ability to comply as soon as possible with future changes to the Personal Data Processing Act.
            2. Within the framework of the services provided to the customer, the contractor processes personal data of the contact persons specified by the customer. The contact data of these persons are processed for the purpose of customer management, i.e. to contact the customer regarding the services. The contact persons have a right to access and correct their data.

              ARTICLE 16 - TERMINATION OF THE AGREEMENT

              1. If the client commits a serious contractual breach which the client fails to remedy within 8 days of receipt of a registered letter of formal notice, the contractor shall be entitled to either (i) suspend the contract until the client has fulfilled his obligations or (ii) terminate the contract with immediate effect. In the event of late payment, failure to pay invoices within 15 days of a registered notice of default shall be regarded as a serious contractual breach giving rise to the options under (i) and (ii) above.
              2. If the contractor is guilty of a serious contractual default that the contractor fails to remedy within eight days of receiving a notice of default served by postal mail, the principal shall have the right to either (i) suspend the contract until the contractor has fulfilled its obligations or (ii) terminate the contract with immediate effect.
              3. On termination of the agreement, the client shall pay for all services rendered by the contractor as well as the costs incurred by the contractor as a result of this termination, plus a lump-sum compensation of 30% of the amount the contractor could still have invoiced to the client if the agreement had been fully executed. In any event, any advance paid shall remain vested in the contractor. In addition, the contractor retains the right to claim higher damages, limited to the total amount of this project as included in this contract, if it proves that its actual damages suffered are greater than the flat-rate damages as stipulated above.
              4. Upon termination of the contract due to breach of contract by the contractor, the client shall be entitled to compensation of 30% of what has already been paid insofar as it corresponds to what has already been delivered. The client retains the right to claim higher damages, limited to the total amount of this project as included in this contract, if it proves that its actual damages suffered are greater than the flat-rate damages as stipulated above, especially if the amounts already paid are disproportionate to what has already been delivered.
              5. Nevertheless, each party accepts to grant the other party a reasonable time to remedy its possible deficiencies, and to always seek an amicable settlement first.

                ARTICLE 17 - HANDOVER

                The client is free to sell the result of the work from the contract to third parties as a result of which the contract with Zenjoy will be transferred with it to this third party, according to the same conditions. In this case, Zenjoy undertakes to take the necessary steps to adjust the invoicing details and contract details.

                ARTICLE 18 - DISPUTES

                We enjoy working together with our clients in an atmosphere of mutual consultation, co-creation and open communication. Should there nevertheless be a dispute which the client and contractor cannot resolve together, all disputes arising directly or indirectly from the provisions of this agreement shall fall within the jurisdiction of the court in Leuven. All provisions of this agreement are also subject to Belgian law.

                ARTICLE 19 - AMENDMENTS

                To take action based on your feedback or to clarify changes to our standard Terms and Conditions, this policy may be amended from time to time. The date of the last change is always shown at the top of the page.

                QUESTIONS?

                Do you have any questions in this regard? Then be sure to contact us at [email protected] or on 016 43 93 81.

                NEED OUR FULL DETAILS?

                Zenjoy BVBA
                Naamsesteenweg 187
                3001 Heverlee
                BE0838367436
                RPR Leuven