General Terms and Conditions Zologie bv (hereinafter: “Zologie”)
Lodewijk Weijtenstraat 66, 2900 Schoten, Belgium
1.1. These general terms and conditions apply to all quotations, services, products and agreements of Zologie.
1.2. By placing an order, the Customer acknowledges to have taken full knowledge of and to accept the application of these general terms and conditions. The application of any (general) terms and conditions of the Customer is excluded unless explicitly agreed otherwise between the parties.
Specific Terms and Conditions: The specific terms of execution or characteristics of the products or services that the parties agree upon, such as (without limitation) an accepted quotation or a specific order.
Customer: The entity, person or company that places an order with Zologie or that is indicated as customer in the Specific Terms and Conditions.
Milestone: A predetermined phase of a Project.
Agreement: These general terms and conditions and the Special Terms and Conditions.
Force majeure: A situation that impedes the normal performance of the Agreement, either temporarily or permanently and either in whole or in part, beyond the control of the party involved, such as (non-exhaustive) fire, flood, natural disaster, embargoes, blockades, long-term absence of key employees, legal restrictions, government instructions, outage of electricity, internet connection or telecommunications network, etc…
Project: An objective of the Customer for which the Customer entrusts the service provision to Zologie, either partially or in full.
3. Implementation modalities
3.1. Zologie will carry out the Projects within the framework of the Agreement to the best of its abilities, in accordance with the specifications of the quotation and the order. Zologie may fully rely on the information provided by (the employees of) the Customer and may always assume that the information provided is correct, up-to-date and complete.
3.2. The Customer acknowledges that the services provided by Zologie are highly dependent on efficient cooperation between the parties and undertakes to provide all input and cooperation reasonably requested by Zologie in good time, at any time in the course of a Project. If the Customer does not respond substantively to a request for confirmation from Zologie within three (3) working days after sending it, Zologie may consider the subject of the confirmation request as accepted by the Customer.
3.3. Parties shall determine the different phases of the Project in Milestones in mutual consent. The Customer will verify the status of the Project each time a Milestone is achieved and will redirect where needed. Each time a Milestone is reached, Zologie will communicate the result to the Customer with the request to accept the results of the Project up to the Milestone. If acceptance of a Milestone is not confirmed by the Customer within three (3) working days, the Milestone will be deemed to have been duly accepted.
Any adjustments requested by the Customer pertaining to an element within an accepted Milestone will always be executed out of scope of the initial quotation, in accordance with the then current hourly rates of Zologie and/or on the basis of an additional quotation.
3.4. The Services will be delivered from the offices of Zologie, or such other location as it deems appropriate. Unless explicitly agreed otherwise, travel to the Customer’s offices is not included in the prices.
3.5. Delivery times are always indicative and therefore do not bind Zologie, unless explicitly stated otherwise. However, Zologie always strives to respect the estimated delivery time and will keep the Customer informed of delays, if any. Delays in delivery can under no circumstances give rise to damages, cancellation of an order or dissolution of the agreement.
4. Licensing and intellectual property rights
4.1. License. As from payment in full of the corresponding invoices, including any default interest and compensation, Zologie grants to the Customer an exclusive, temporary and non-transferable right to use, reproduce and communicate the final results of the Project, within the limits set out below (hereinafter referred to as the “License”).
4.2. Territory. The geographical area within which the Licence may be used by the Customer is determined in the Specific Terms and Conditions. In the absence of an express provision, the Customer’s licence applies within the territory of the European Union.
4.3. Object. The license includes only the final delivered result of the Project as a whole, and not the individual parts of the Project, nor any preliminary designs, drafts, sketches and/or other unfinished or yet to be finalised and delivered elements. Unless otherwise agreed in writing, the Customer shall not be permitted to amend, change, translate or otherwise adapt the results of the Project.
Unless otherwise agreed in the Special Terms and Conditions, the Licence only covers use via commercial or non-commercial channels where no media budget is spent by the Customer. For this purpose, such use is understood to mean use as an online (company or instructional) video on the Customer’s own website, social media channels or at the Customer’s own live events. Unless otherwise agreed in the Specific Terms and Conditions, the License does not include any communication to the public as a commercial on the Internet, radio or television, or via other communication channels offered against payment.
4.4. Duration. The duration of the Licence is determined in the Specific Terms and Conditions. In the absence of an express provision, the license granted to the Customer is valid for a period of ten (10) years, starting from the date of delivery of the final result of the Project.
4.5. Limits to the exclusivity. The Licence granted to the Customer is only exclusive regarding relation to the result of the Project as a whole/ in its entirety. Zologie reserves the right to re-use individual components (designs, models, characters, icons, etc.) for other purposes or to license them to third parties at any time. Unless explicitly agreed otherwise, Zologie reserves the right to use the results of a Project (in whole or in part) as reference- or promotional material on its own website and/or social media channels, for display at trade fairs and exhibitions and/or with a prospect or existing customer. Unless explicitly agreed otherwise, Zologie may or may not, at its own discretion, use the name of the Customer as a reference.
4.6. License is not a transfer of rights. Unless expressly agreed otherwise, Zologie grants a License to the Customer, and Zologie does not transfer any intellectual property rights to the Customer. Should the parties nevertheless provide for a transfer of intellectual property rights, this must be stipulated in writing in the Specific Terms and Conditions, whereby it must be explicitly and separately stated for which specific parts of the Project (music/ voice-over/ drawings/ icons/…) the intellectual property rights will be transferred to the Customer.
4.7. Use exceeding the limits of the License. Exploitation of the intellectual property of Zologie or third parties entitled thereto, in any way exceeding the limits of the Licence, may give rise to additional licence fees and/or claims for damages. In such case, Zologie reserves the right to invoice a fixed compensation for expenses of EUR 200, notwithstanding Zologie’s right to invoice the Customer in full for any additional claims or entitlements from third parties in this context. The Customer will defend, indemnify and hold Zologie harmless from and against any complaint, claim or demand from third parties, as a result of any use of the Project that exceeds the License, be it by the Customer, his appointees, or any other party who gained access to the results of the Project from or via the Customer.
4.8. Attribution. The Customer is not allowed to remove or modify any copyright notices, such as the name or logo of Zologie or any other author, without the prior written consent of Zologie.
5. Prices and quotations
5.1. Unless explicitly stated otherwise, prices and rates are always in Euro and excluding VAT and any other taxes, duties, royalties or costs.
5.2. If royalties apply to the agreed License, this will be indicated in the quotation.
5.3. Prices mentioned on the website, in folders or other publications, are indicative and can be changed at any time without prior notice. They do not constitute a binding offer or quotation.
5.4. Only a formal quotation can be considered as an offer from Zologie. Unless explicitly stated otherwise, quotations are valid for a maximum of thirty (30) days. By signing a quotation for approval or otherwise confirming it in writing (incl. email), the Customer places a final order, which cannot be cancelled. An order from the Customer that does not (fully) correspond to a binding quotation from Zologie, will only bind Zologie upon its acceptance. The invoicing of the services or products in question can be considered as an acceptance of the order.
6. Invoicing and payment
6.1. Upon acceptance of the Customer’s order, Zologie will invoice 50% of the total amount of the order. Zologie will not be obliged to initiate execution of the order of the Customer if it has not received the deposit (in a timely manner). Upon completion of the Project, Zologie will invoice the remaining 50%, as well as any additional services or costs.
6.2. Unless explicitly agreed otherwise, invoices are payable within fourteen (14) calendar days of the invoice date. An invoice that is not disputed within ten (10) calendar days of the invoice date, shall be deemed to have been accepted by the Customer.
6.3. As from the expiry of the payment term, the Customer shall automatically and without prior notice owe a conventional interest rate equal to the interest rate stipulated in art. 5 of the Law on combating late payments (Wet betalingsachterstand 02/08/2002), increased by 3%. In addition, a flat-rate increase of 15% of the invoice amount, with a minimum of fifty (50) euros per invoice, will be applied as a compensation.
6.4. If Zologie reasonably doubts the Customer’s creditworthiness, Zologie may require full prepayment or other security for payment before initiating, continuing and/or completing a Project.
6.5. Any licenses or intellectual property rights granted to the Customer under the Agreement are always granted subject to the suspensive condition of full payment of the corresponding invoice(s), including any late payment interest and compensation.
7. Duration and termination
7.1. The Agreement will be concluded for the duration of the Project, of which the parties will make a reasonable estimate beforehand.
7.2. Each of the parties may, without prejudice to its right to compensation, terminate the Agreement by operation of law with immediate effect at the expense of the other party, by sending a notice by registered letter, if:
– The other party is in a general cessation of payments or in a situation of bankruptcy or is manifestly insolvent;
– there is evidence or serious suspicion of fraud committed by the other Party;
– The other party violates a material provision or condition of the Agreement and fails to remedy the situation, within a period of ten (10) days from a written request to do so.
8.1. Zologie’s liability results from an efforts obligation and, except for any liability that cannot be limited in accordance with applicable law, is always limited to direct damages up to a maximum of one (1) time the value of the Customer’s order.
8.2. Zologie is in no way liable for: (i) indirect, collateral or consequential damages, which is understood to be (not exhaustive): Loss of profits, lost savings, loss of customers or employees, missed opportunities, loss of data, loss of benefits; (ii) damage caused by fault or negligence on the part of the Customer or failure to comply with any of the provisions of the Agreement.
8.3. The Customer shall notify Zologie in writing of any event that may lead to the latter’s liability, at the latest within thirty (30) days after the Customer became aware of it or could reasonably have become aware of such event.
9.1. This Agreement is subject to Belgian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
9.2. Any dispute relating to the performance of the Agreement, which cannot be settled amicably, shall be submitted to the courts of Antwerp (division Antwerp), which have exclusive jurisdiction.
9.3. Neither Party will be held to comply with the terms of the Agreement if and to the extent it is impeded to do so by a situation of Force Majeure. If the performance of the Agreement is impeded for more than thirty (30) days as a result of a situation of Force Majeure, either Party has the right to terminate the Agreement in writing.
9.4. Each of the Parties shall enter into and implement the Agreement in complete independence. Under no circumstances is there any hierarchical relationship between the parties.
9.5. If the Customer transfers personal data to Zologie within the framework of the Agreement, the Customer guarantees that it is entitled to transfer such data for use by Zologie within the framework of the execution of the Agreement. Each of the Parties undertakes to comply at all times with the applicable legislation concerning the processing of personal data.
9.6. Any nullity of a provision of the Agreement, or part of a provision, shall not affect the validity of the remainder of that provision, or the other provisions. In such a situation, the parties shall replace the invalid clause by a valid provision which achieves, as far as possible, the aimed purpose of the original provision.
9.7. In the event of a contradiction between these general terms and conditions and the Specific Terms and Conditions, the Specific Terms and Conditions shall take precedence.
9.8. These general terms and conditions, in combination with the Specific Terms and Conditions, contain all rights and obligations of the parties and replace all previous proposals and agreements. The Agreement can only be changed in writing, by mutual agreement.