Terms and conditions

General Terms and Conditions of Zigila B.V.

These are the General Terms and Conditions of Zigila B.V., hereinafter referred to as the Contractor, established and having its Registered Office at Zeist, The Netherlands.

Article 1. Applicability of these terms and conditions
1.  These terms and conditions apply to every offer and agreement between the Contractor and the Customer, to which the Contractor has declared these terms and conditions to be applicable, insofar as the parties do not expressly deviate from these terms and conditions in writing.

2.  The present General Terms and Conditions are also applicable to all agreements with the Contractor, for the execution of which third parties are engaged.

Article 2 Offers
1.  Unless otherwise specified, offers made shall be valid for a period of 30 days. The Contractor is only bound by offers made if the Customer confirms the acceptance of the same in writing within 30 days.  In case of verbal acceptance by the Customer, it is upto the Contractor to decide whether or not to regard such acceptance as valid.
2.  The prices contained in the offers are exclusive of VAT and third-party costs, unless otherwise specified.
3.  The net costs as mentioned in the offer will include all the work, as well as all the out-of-pocket expenses required for the project, but shall not include travelling and presentation costs.  An amount of € 235/- per hour will be charged per hour or part thereof for travelling and presentation costs for presentations within The Netherlands, irrespective of the number of personnel of the Contractor present.  For presentations abroad, the Customer will be required to pay all the travelling and accommodation costs of the Contractor + a daily fee of €1,500/- per person. For flights within Europe, the lowest economy class rates with the fastest connections will be applied.  For flights outside Europe, the lowest economy class rates with the fastest connections will be applied.  The Customer should pay the costs of travelling and accommodation abroad in advance or should make arrangements for the same. 
4.  In case of a closed offer (fixed fee), unless otherwise agreed, 50% of the agreed invoice amount for the name creation, will be invoiced at the time of order confirmation, and the remaining 50% will be invoiced after the completion of the project, along with other costs (research, hours worked, etc.).
5.  In case of an open offer, the invoicing will be for each phase, unless otherwise agreed.

Article 3 Execution of the agreement
1.  The Contractor will execute the agreement according to his best understanding and ability, in accordance with the requirements good workmanship. The Customer is aware that in general, the Contractor will only conceive of names for companies, products and services, in other words, the Contractor will only perform creative work.
2.  In some cases, it may be necessary to engage third parties such as trademarks offices, language study agencies, design agencies and research agencies, to ensure the proper execution of the agreement. The costs of the same will be charged to the Customer on actual cost basis.
3.  The Customer shall ensure the timely provision to the Contractor of all information that the Contractor may specify to be necessary, or which the Customer may reasonably be expected to understand to be necessary, for the execution of the agreement. If the information required for the execution of agreement is not provided to the Contractor in time, the Contractor shall have the right to suspend the execution of the agreement and/or to charge to the Customer all the extra costs arising due to the delay, at the usual rates. 
4.  The Contractor is not liable for damage of any nature whatsoever, that may arise as a consequence of incorrect and/or incomplete information provided by the Customer.
5.  If it is agreed that the agreement will be completed in phases, the Contractor may suspend the execution of the components that relate to the next phase, until the Customer has approved the results of the phase that precedes it.

Article 4. Duration of contract, period of execution
1.  The agreement is entered into for an indefinite period of time, unless the parties expressly agree otherwise in writing.
2.  If during the currency of the agreement, a period has been agreed for the completion of certain items of work, such period will never constitute a binding deadline, unless the Contractor has specified this to the Customer in writing, together with reasons. This will never give the Customer the right to terminate the agreement or to refuse to pay the invoices.

Article 5 Secrecy
  • Both the parties are bound to maintain secrecy about all confidential information that they may obtain within the framework of the agreement from each other or from another source. Information shall be regarded as confidential if the same is notified by the other party as such, or if this follows from the nature of the information.
  • The Contractor declares that during the currency of the entire project, he will not work on comparable projects in any form whatsoever, and that all the information and materials provided for the project will be treated as strictly confidential and will never be made available to third parties.

    Article 6 Intellectual property
    1.  Unless otherwise agreed, the Contractor will retain all intellectual property rights, particularly on the basis of the Copyright Act.
    2.  The Customer is aware of the fact that – unless otherwise agreed – the creation process and the suggestion of names will ultimately lead to the conferring of property rights on only one of the proposed names, and that the Contractor will retain ownership of the other names that he may suggest. The Customer, or companies, agencies or persons related to or working with him are prohibited from using names, the intellectual property rights on which have not been explicitly transferred.
    3.  The Customer may accept several names that are presented during the specific name suggestion process, if such name or names is/are still available.  Transfer will be made at an extra cost of € 3,000/- excluding Value Added Tax (VAT). The transfer will only be valid if explicitly agreed by the parties in writing. 
    4.  The Contractor reserves to himself the right to present names that have not been transferred, to other customers. For a period of 3 months after the last name presentation, the Contractor may not present any of the names suggested therein to competitors of the Customer.
    5.  If the Customer uses names that he comes to know in connection with the agreement, but which have not been transferred to him, he will be charged the prices applicable at that time, together with a surcharge of 150%, if the name in question has not already been transferred to another party.  If the name in question has already been transferred to a third party, or remains the property of the Contractor, the Customer will accept all liability arising from the illegal use of the name/names.
    6.  The name selected by the Customer, to be used in the market, will remain the property of the Contractor until all the costs are paid.
    7.  The Contractor also reserves to himself the right to use all the knowledge acquired through the performance of the work, for other purposes, insofar as no confidential information is brought to the knowledge of third parties thereby.

    Article 7. Termination of contract
    1.   Both the parties may terminate the contract at any time through notice in writing. In such case, the parties should take into account a termination notice period of at least 10 working days.
    2.   If the Customer cancels an order one to ten working days before the agreed date of commencement of execution of the same, for any reason whatsoever, the Contractor shall have the right to charge the Customer 30% of the original amount to be invoiced, in addition to the costs incurred.

    Article 8 Termination of the agreement
    1.  The claims of the Contractor against the Customer will be immediately payable in the following cases:
    -  after concluding the agreement, the Contractor comes to know of circumstances that give him ground to fear that the Customer will not fulfil his obligations.
    -  if at the time of entering into the agreement, the Contractor has asked the Customer to provide security for the fulfilment of contract, and the Customer fails to do so, or such security is insufficient.
    2.  In these cases, the Contractor will be entitled to suspend the further execution of the agreement, or to terminate the same, without prejudice to the right of the Contractor to demand damage compensation.

    Article 9. Faults; complaint notification periods
    1.  The Customer should notify the Contractor in writing of complaints about the work done, within 8 days of discovery, but in no case later than 14 days after the completion of the work in question.
    2.  If a complaint is well founded, the Contractor will carry out the work once again as agreed, unless this can be proved to have become useless for the Customer in the meantime. This latter circumstance should be notified by the Customer in writing.
    3.  If the performance of the agreed work is now no longer possible or reasonable, the Contractor will only be liable within the limits of Article 12.

    Article 10. Fees
    1.  Paragraphs 2, 5 and 6 of the present article shall apply to offers and agreements in which a fixed fee is offered or agreed. If no fixed fee is agreed, the paragraphs 3 to 6 of this Article will apply.
    2.  The parties may agree on a fixed fee at the time of the entering into the agreement. The fixed fee will be exclusive of Value Added Tax (VAT).
    3.  If no fixed fee is agreed, the fee will be fixed on the basis of the hours actually worked. The fee will be calculated according to the conventional hourly rates of the Contractor applicable for the period in which the work is done, unless a different hourly rate is agreed.
    4.  Cost estimates will be exclusive of Value Added Tax (VAT) and the cost of third parties.
    5.  In the case of orders with an execution time of more than one calendar month, the costs will be periodically charged.
    6.  Even if the Contractor agrees a fixed fee or hourly rate with the Customer, the Contractor is nevertheless entitled to increase the fee or rate.  The Contractor may pass on price increases if the Contractor can show that significant price changes have taken place, in respect of wages, for example, between the time of making the offer and the time of executing the project.

    Article 11. Payment
    1.  Payment should be made within 14 days of the date of the invoice, in a manner to be specified by the Contractor, in the currency in which the invoicing is done.
    2.  After the expiry of 14 days after the invoicing date, the Customer will be in default; the Customer is liable to pay an interest of 1% per month on the claimable amount, unless the statutory interest is higher, in which case the statutory interest will apply, starting from the date on which the Customer is in default. 
    3.  If the Customer fails to fulfil or is in default of fulfilling one or more of his obligations, all reasonable judicial and extra-judicial costs incurred to obtain the fulfilment of the obligations shall be borne by the Customer, subject to a minimum of € 150.
    4.  In the case of liquidation, bankruptcy or suspension of payments by the Customer, the claims of the Contractor and the obligations of the Customer toward the Contractor will become immediately payable.
    5.  Payments made by the Customer shall first be applied against interest and costs due, and then against the payable invoices that are outstanding for the longest time, even if the Customer states that the payment relates to a later invoice.

    Article 12. Liability

  • The Contractor is not liable for the consequences of the advice provided. In addition, the Contractor excludes all forms of liability arising due to consequences resulting from legal advice provided by trademarks offices or other third parties that it may have been necessary to engage for the execution of the agreement.   
  • In the unlikely event that the method of working fails to produce a satisfactory name proposal, the Contractor undertakes to bring forward new name proposals within the agreed budget, however with the exclusion of research, travelling and presentation costs.
  • A trademarks agency or representative in trademarks matters should investigate all the names to be transferred, to establish whether they violate intellectual property rights of another company. The Contractor does not accept any liability whatsoever arising from trademark violations if any.
  • The liability shall at all times remain limited to the invoicing value of the order, at least, to that part of the order to which the liability relates.
  • The Contractor shall never be liable for consequential damages.

    Article 13. Force majeure
    1.  For the purposes of these General Terms and Conditions, force majeure shall mean, in addition to the meaning of the term under the law and in case law, all causes of external origin, whether anticipated or not, over which the Contractor has no control, but due to which the Contractor is unable to fulfil his obligations. 
    2.   The Contractor shall also have the right to claim force majeure if the circumstance that prevents (further) fulfilment arises after the Contractor was required to fulfil his obligation.
    3.   The obligations of the Contractor will be suspended during force majeure conditions. If due to force majeure, the Contractor is unable to fulfil his obligations for more than two months, both the parties are entitled to terminate the agreement without this giving rise to any obligation to pay damage compensation.
    4.  If at the time of commencement of the force majeure conditions, the Contractor has already fulfilled or can only fulfil his obligations partially, he will be entitled to raise a separate invoice for the part that has been or can be executed, and the Customer is bound to pay this invoice as a separate contract. 

    Article 14 Applicable law and settlement of disputes
  • The agreements entered into between the Contractor and the Customer will be governed by the law of The Netherlands.  The applicability of the United Nations Convention on Contracts for the International Sale of Goods, 1980, is excluded.
  • Disputes that may arise between the Customer and the Contractor will be settled by the relevant court having jurisdiction over the district in which the Contractor has his place of establishment.