Last updated: 13/07/2021
Article 1. Definitions
1.1 In these general terms and conditions, the following terms shall have the meanings set forth below:
- "General Terms and Conditions" means these general terms and conditions, including its annexes, if any, which apply to the usage of the Services by any User.
- "Availability" means the period of time during which the Services are accessible to the User.
- “Unavailability” means any period of time during which the Services are not accessible to the User.
- "Services" means the services provided by Ziggu to the User including the provision of access Ziggu’s software solution, as well as related enhancements, extensions, maintenance, support and modifications.
- "Intellectual Property Rights" means all acquired and future intellectual property rights, whether registered or not, including but not limited to copyrights, trademarks, design rights, patents, know-how, trade secrets, all applications for the protection or registration of the aforementioned rights and all extensions and renewals thereof existing anywhere in the world, and all other intellectual property rights protected by applicable law.
- “Error” means any problem arising with the Services which negatively affects the normal usage of the Services by the User.
- "User Data" means any content uploaded by the User to the Services.
- "Agreement" means the entirety of the General Terms and Conditions as mutually accepted by Ziggu and the User.
- "Force Majeure" means any event or circumstance beyond the reasonable control and without fault of the affected party, which temporarily or permanently prevents the affected party from (continuing) to perform its contractual obligations. Such events or circumstances include, but are not limited to: riots, wars, acts of terrorism; earthquakes, floods, fires and other natural disasters; sabotages; strikes; epidemics or pandemics; interruptions, hackings and failures of computer facilities, discontinuation of electricity supply; governmental actions or negligence without justifiable cause, embargos, etc.
- "Ziggu" means the private limited company Ziggu BV, with registered office at Nieuwewandeling 62, 9000 Ghent, Belgium registered in the Belgian Crossroad Bank for Enterprises under the enterprise number BE 0699.472.839.
- "Confidential Information" means any information that is considered confidential by the Parties, either because the Parties have clearly designated such information as confidential or proprietary, or because the information should reasonably be considered confidential given the nature of the information or the circumstances. Confidential Information includes, but is not limited to, information not generally known to the public, such as trade secrets, know-how, business plans and strategies, employee data and financial information.
Article 2. Conclusion of the Agreement and acceptance of the General Terms and Conditions
2.1 The User shall be asked to read and accept these General Terms and Conditions prior to receiving access to the Services. Such acceptance shall result in the conclusion of a valid Agreement.
2.2 The User is deemed to accept these General Terms and Conditions and therefore completely waives the application of his own terms and conditions.
Article 3. License and performance of the Services
3.1 Ziggu shall make available the Services to the User, in accordance with the General Terms and Conditions.
3.2 The User may check the Availability of the Services at all times at https://status.ziggu.app. Ziggu undertakes its best efforts to resolve any Unavailability and any Error as soon as reasonably possible without giving any guarantee. In any case and where appropriate, Ziggu shall be free to determine what is to be considered an adequate solution or compensation for the User in this respect.
3.3 The User agrees that the Unavailability or Errors shall not create rights on the part of the User against Ziggu.
3.4 Ziggu shall have the right to have all or part of the Agreement performed by third parties.
Article 4. Obligations of the User
4.1 To the extent mandatory regulations permit, the User warrants that it will not perform the following acts:
- Copying ideas, features, functions, or images from the Services, or translating, decompiling, or otherwise modifying portions of the Services.
- Reselling, renting out or sublicensing the right to use the Services.- Disclosing any login credentials related to the Services with any third party not authorized to make use of the Services.
- Using the Services to infringe on Intellectual Property Rights or the publicity or privacy rights of any (third) party.
- Removing, obscuring or otherwise making any modifications to the indications of Ziggu's name and/or logo within the Services.
- Using the Services to store or distribute content that is defamatory, libelous, threatening, abusive, vulgar, pornographic, or that promotes violence or discrimination against any group or individual.
- Injecting malware, spyware, viruses, Trojan horses, worms or similar software that may damage the Services or the system or computer of other users or any other third party.- Attempting to modify, violate, or circumvent the security or authentication measures of the Services.
- Providing false identification information or impersonating another User to gain access to an account, computers or networks related to the Services.
- Interfering with the operation of the Services, for example through an (automatic) system.
- Accessing parts of the Services the User is not authorized to access.
- Conducting or providing information about any other activity that is contrary to the applicable law or that violates the rights of others.
4.2 In addition, when using the Services, the User warrants that he will use sufficiently secure password criteria, that he will store his password in a safe way and that the User’s computer or other device used to access the Services are secured with an up-to-date anti-virus software and firewall.
4.3 In the event of User’s violation of any of the preceding paragraphs, Ziggu shall be entitled to suspend User’s access to the Services until the violation has been remedied by the User.
Article 5. Confidentiality
5.1 Insofar the User gains knowledge of Confidential Information, he agrees not to use the Confidential Information in whole or in part for his own purposes and not to disclose it to anyone.
5.2 Parties agree that the foregoing shall not apply to information after five years from the termination of the Agreement or to information of which the User can prove (a) is generally available to the public, or (b) was in its possession or in its knowledge before receiving such information or (c) that it was lawfully disclosed to it without restriction by a third party, or (d) that it was independently developed without the use of Confidential Information of the Ziggu or (e) that it is required to be disclosed by law or court order.
Article 6. Intellectual Property Rights
6.1 The User acknowledges that the Intellectual Property Rights relating to the Services and the related designs, software, studies, drawings, sketches, photographs, business plans and strategies, websites, texts, know-how, preparatory works belong integrally and exclusively to Ziggu.
6.2 Ziggu grants the User the worldwide, non-exclusive, non-transferable and non-sublicensable right to use the Services in accordance with the General Terms and Conditions. Nothing in these General Terms and Conditions or in the Special Terms shall be construed as to implicitly convey to the User any transfers or additional rights with regards to the Intellectual Property Rights relating to the Services.
6.3 The User grants Ziggu with a worldwide, non-exclusive, royalty free, non-transferable and non-sublicensable right to use the User Data to the extent necessary to provide the Services. Additionally, Ziggu shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, User Data), and Ziggu shall have the right (during and after the term of a Agreement and during or after the existence of a User account) to (i) use such information and the User Data to improve and enhance the Services and for other developmental, diagnostic and remedial purposes in connection with the Services and other offerings, and (ii) disclose and publish such information and the User Data only in aggregate or other anonymized form in connection with its business.
6.4 The User warrants and represents that it is either the owner of the User Data or that he has obtained the consent of the holders of the respective Intellectual Property Rights or other rights for its use. Ziggu disclaims any responsibility in this regard.
Article 7. Warranties and liability
7.1 The User warrants and represents that it shall use the Services in accordance with any instructions, manuals or other documentation made available by Ziggu, or which is reasonably common or customary. Ziggu shall not be liable for any damages resulting from the User’s misuse of the Services.
7.2 Ziggu warrants and represents that the Services shall be provided with reasonable skill and care in a timely and professional manner using appropriately qualified and experienced personnel and in accordance with good industry practice. However, Ziggu does not warrant that the Services will be uninterrupted or error free. Except as otherwise expressly provided, the Services are made available “as is” and “as available” according to the reasonable efforts of Ziggu. Accordingly, Ziggu disclaims all warranties, express or implied, including, but not limited to, warranties of quality and fitness for a particular purpose (e.g., a particular increase in revenue from use of the Services).
7.3 Except in the event of willful misconduct, Ziggu shall not be liable for or required to compensate any immaterial, indirect or consequential damages including (but not limited to) loss of profits, loss of turnover, loss of revenue, increase in administrative or staff costs, increase in overheads, loss of customers or claims from third parties, damage caused by errors, misuse of language, omissions or ambiguities in supplied user guides or other documents. Ziggu shall not be liable to the User for gross or willful misconduct by employees, freelancers or agents in the course of their professional activities.
7.4 Except in the case of willful misconduct, the total contractual and extra-contractual liability of Ziggu (including its directors, employees, agents and affiliated persons or entities) to the User for all damages that may occur during the entire term of the Agreement shall at all times be limited to the amount for which Ziggu's liability is insured.
7.5 Any claim by the User for damages against Ziggu (including its directors, employees, agents and affiliated persons or entities) shall expire by operation of law if it is not brought before the competent court within a period of one year after the facts on which the claim is based were known to the User or could reasonably have been known to him.
Article 8. Duration and Termination
8.1 An Agreement is entered into for the duration for which the direct customer of Ziggu has entered into a subscription agreement with Ziggu.
8.2 However, any User may terminate its usage of the Services at all times by terminating his User account.
8.3 The User acknowledges that the following circumstances will give rise to the dissolution of the Agreement and/or the termination of the User account by operation of law, at the expense of the User, unless Ziggu waives such dissolution in writing and pursues performance by the User, to which Ziggu is entitled:- Any violation of Article 4 through Article 6.- Any other breach of the General Terms and Conditions or the Special Terms which the User fails to remedy within 15 days of Ziggu giving the User written notice to do so.
8.4 All portions of these General Terms and Conditions or the Special Terms that by their nature survive termination shall survive termination, including, but not limited to, confidentiality obligations, disclaimer of warranties and limitation of liability.
Article 9. Indemnification
9.1 User agrees to indemnify Ziggu, its directors, employees, agents and affiliated persons or entities, from any and all claims, liabilities and settlements, including, but not limited to, reasonable legal and accounting fees, arising out of, or allegedly resulting from, conduct that violates any provision of Article 4 through Article 6.
Article 10. Force majeure
10.1 Neither party shall be liable or deemed in default for failure to perform any duty or obligation that such party may have pursuant to these General Terms and Conditions or the Special Terms, where such failure has been occasioned by Force Majeure.
10.2 The party whose performance has been interrupted due to Force Majeure of a temporary nature, shall give the other party notice of the interruption and cause thereof, and shall use every reasonable means to resume full performance of its contractual obligations as soon as possible.
10.3 In the event that Ziggu is prevented by Force Majeure of a permanent nature from performing or continuing to provide the Services, irrespective of whether the force majeure was foreseeable, Ziggu shall be entitled, without any obligation to pay damages, to terminate all or part of the Agreement and/or the User account by means of a written notification without judicial intervention.
Article 11. Protection of personal data
11.2 More information about how Ziggu processes personal data, can be found here: https://ziggu.io/privacypolicy.
Article 12. Varia
12.1 Any provision that is deemed to be (partially) null, invalid or unenforceable shall nevertheless remain its maximum permissible effect and shall not affect the validity of the remaining provisions of the General Terms and Conditions and the Special Terms and shall not lead to their nullity.
12.2 The agreement between the User and Ziggu shall be governed solely by Belgian law. Any dispute shall be subject to the exclusive jurisdiction of the courts competent over Ziggu's registered office.
12.3 Ziggu reserves the right to change the composition of the Services and/or the provisions of the General Terms and Conditions at any time. Where appropriate, Ziggu will inform the User within a reasonable period of time prior to the modification by means of a notice on its website, through communication to existing Users via newsletters, e-mail, etc. If the User disagrees with such changes, the User should no longer use the Services and terminate its User account.