LEGAL RELATIONSHIP
Only these Terms and the Quote(s) govern the contractual relationship between ZINNIG and the CLIENT (hereinafter also the ‘Contract’) with regard to ZINNIG’s activities, namely: copywriting. The results of these activities are hereinafter referred to as the ‘Works’.
The Contract is established upon acceptance of the Quote(s) by the CLIENT. By doing so, the CLIENT acknowledges having thoroughly read, understood and accepted both these Terms and the Quote(s), and confirms being sufficiently informed about the subject of the Quote(s). Any invoice terms of the CLIENT shall not apply under any circumstances, not even as supplementary provisions, and regardless of the use of the CLIENT’s order forms.
PERFORMANCE
ZINNIG undertakes to carry out the assigned tasks with due care, acts with artistic freedom within the agreed scope of the assignment, and is only bound by an obligation of means (“to the best of its abilities”). Any advice provided is non-binding.
ZINNIG delivers draft texts via email for review and discussion. The CLIENT shall carefully review each draft and provide comments, feedback, or approval as soon as possible and no later than within seven (7) calendar days via email. One round of revisions per draft is included in the agreed price, unless otherwise agreed. Additional revisions are considered extra work. Fundamental changes in content or style compared to the original briefing are also considered extra work. During the revision period, the CLIENT is not permitted to use the delivered content for productive or operational purposes.
Any delivery timelines are provided for informational purposes only and are therefore not binding for ZINNIG, unless explicitly agreed otherwise in writing. Delays in performance shall never give rise to penalties, damages, or dissolution of the Contract.
The CLIENT shall provide ZINNIG, at every stage of execution, with all information deemed necessary by ZINNIG in a timely manner. If such information is not provided on time, ZINNIG has the right to suspend the execution and/or invoice any resulting additional costs to the CLIENT. The CLIENT is solely responsible for ensuring that all information supplied can be lawfully used and does not infringe on any (intellectual property) rights of third parties.
Partial deliveries and/or execution are allowed. In such cases, ZINNIG reserves the right to invoice as work progresses. ZINNIG may engage subcontractors. ZINNIG is entitled to use offline and online tools (including artificial intelligence) to enhance efficiency.
COMPLAINTS
Any complaint must be submitted by registered mail within eight (8) calendar days after the alleged error or omission was discovered or could reasonably have been discovered, under penalty of forfeiture. A potential complaint or dispute does not justify withholding payment; immediate payment of amounts due may be demanded. If defects are reported in time, ZINNIG may choose either to correct the defect or to compensate for it. Any legal action must be initiated by the CLIENT, under penalty of forfeiture, no later than six (6) months after the discovery, before the competent court.
DATA PROTECTION
The parties commit to comply with the applicable Belgian legislation concerning the protection and processing of personal data (including the Act on the Protection of Privacy in relation to the Processing of Personal Data) and their respective obligations under this legislation.
In the context of performing the Contract, ZINNIG shall act as the data controller of the CLIENT’s personal data necessary for customer management, namely: first name, last name, email address, and mobile number of the contact person. These details will also be used to send commercial information related to services or products aligned with the Quote(s). They will not be used for any other purpose nor shared with third parties. ZINNIG shall treat this personal data as confidential. The CLIENT always has the right to access or rectify their data and may lodge a complaint with the supervisory authority. The CLIENT’s data will be retained as long as necessary for executing the Contract or for complying with legal obligations, such as accounting regulations.
Each party shall take appropriate technical and organizational measures to ensure that personal data is processed in accordance with applicable law and protected against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
INTELLECTUAL PROPERTY
The delivery/performance of the Works does not entail any transfer of intellectual property rights. ZINNIG remains the owner of the Work and shall be credited as the rights holder as follows: “© ZINNIG”. In return for the fee paid, the CLIENT obtains a non-exclusive and non-transferable right to use the delivered Works for the agreed purpose, duration, and scope. If no written agreement is made regarding the intended purpose, the initial use will be considered the agreed usage.
Unless otherwise agreed in writing, the CLIENT may use the Works solely for their own business purposes.
Unless expressly agreed otherwise in writing, it is not part of ZINNIG’s assignment to investigate the existence of trademark rights, design or model protection, patent rights, copyrights, or portrait rights of third parties. The same applies to investigating the potential for such protections in the context of the Contract.
PRICE
The prices for the Work are specified in the Quote(s). The stated prices are in euros, excluding VAT, and apply only to the assignment in question, not to any similar future assignments. The agreed prices are invoiced periodically. All payment obligations are non-cancellable, and paid amounts are non-refundable.
Prices in the Quote(s) are based on the conditions applicable at that time for wages, materials, and services. Any work not included in the Quote(s) and executed in consultation with ZINNIG is considered extra work and will be charged at an hourly rate prevailing at that time.
INVOICE TERMS
All ZINNIG invoices are payable within fifteen (15) calendar days, and invoices are sent electronically (via email) with the CLIENT’s consent. Any invoice that is not paid in full by the due date will, by operation of law, incur a fixed and irreducible compensation of 10% of the outstanding amount, with a minimum of €150.00, without prior notice of default. In addition, statutory late interest will be charged in accordance with Belgian legislation on combating late payment in commercial transactions, again without the need for a prior notice of default.
If the agreed payment terms are not met, all outstanding invoices become immediately due, and ZINNIG has the right, without notice or legal intervention, to suspend further performance or consider the Contract dissolved, without prejudice to a claim for damages.
In case of dispute, the CLIENT must contest the invoice by registered mail within eight (8) calendar days of receipt, under penalty of forfeiture.
LIABILITY
ZINNIG cannot be held liable for errors if the design was approved in advance by the CLIENT.
In the event of an error, ZINNIG is first and only obligated to rectify the issue in kind, i.e., by redoing the assigned task.
Only if remediation in kind is not possible, the compensation ZINNIG may be liable for – regardless of the cause, nature, or subject of the claim – is limited to a maximum of 50% of the invoice value related to the harmful event. A series of related events is considered a single event. If the CLIENT wishes to claim such compensation, they must prove the defect and their loss with substantiating evidence.
The CLIENT is not permitted to withhold or delay payment of outstanding invoices.
ZINNIG cannot be held liable for consequential or indirect damages, including lost usage or profits, loss of reputation or clients, or damage to third parties. ZINNIG is not liable for the actions or omissions of third parties it collaborates with or for services provided by third-party suppliers. Regarding products and/or services from third-party suppliers, the CLIENT accepts that ZINNIG’s liability aligns with the extent (both broad and limited) to which the third-party suppliers accept their own liability.
FINAL PROVISIONS
The Contract constitutes the entire agreement regarding its subject matter and replaces and nullifies all prior written or oral, express or implied communications, arrangements, and agreements between the parties.
The hierarchy between the applicable agreements is as follows (in order of importance): signed Quote(s), ZINNIG Terms and Conditions. The parties undertake to provide accurate and complete contact details and to notify each other of any changes within fifteen (15) calendar days of such change.
Unlike the CLIENT, ZINNIG has the right to assign rights and obligations arising from the Contract, in whole or in part, to third parties without the CLIENT’s consent.
If any provision of this Contract is declared null or unenforceable by a court or other competent authority, in whole or in part, the remaining provisions shall remain in force. The parties agree that in such cases the invalid or unenforceable provision will be replaced by a valid provision that reflects the original intention of the parties as closely as possible.
Any failure by ZINNIG to enforce any provision of the Contract shall not be interpreted as a waiver of such provision or any other provision.
In the event of a dispute concerning the creation, execution, compliance, validity, or any other issue relating to the Contract, only the commercial courts of Antwerp, division Hasselt, shall have jurisdiction, excluding matters of intellectual property which fall under the jurisdiction of the courts of the judicial district of Antwerp, division Antwerp. Only Belgian law applies.
ZINNIG has the right to: unilaterally amend these Terms and Conditions, which shall also apply to existing contracts from thirty (30) days after written notification of the new Terms; refer to the collaboration with the CLIENT for promotional purposes as a reference; sign the Work and/or have its name mentioned in the colophon of a publication, visual, or in any credits or title card related to a Work.
Version 16/05/2024
