Studio Zakai

Terms and Conditions of Studio Zakai B.V.

Disclaimer: The Dutch version of this document is the only legally binding version. The English document is for translation purposes only. Wherever the English version differs from the Dutch version, the Dutch version applies.

We advise that you carefully read these Terms and Conditions so that you are aware of your rights and duties under the Agreement between you and us. You shall be identified as the Commissioning Party.

Article 1. Definitions

In these Terms and Conditions the following terms, identified by capital letters, shall have the following meaning:

  • Studio Zakai B.V.: the private company with limited liability Studio Zakai B.V., with registered office at (1031 KB) Amsterdam at Spadinalaan 459;
  • Terms and Conditions: these terms and conditions of Studio Zakai B.V.;
  • Service: the service provided by Studio Zakai B.V.;
  • Intellectual Property Rights: all intellectual property rights, such as copyrights, trademark rights, law of patents, trade name rights, database rights and related rights, including related rights such as rights to knowhow and domain names;
  • Commissioning Party: you, the commissioning party and counterparty of Studio Zakai B.V. of the Agreement;
  • Agreement: the agreement for services between Studio Zakai B.V. and Commissioning Party specifying the Services;
  • Party(-ies): Studio Zakai B.V. and/or Commissioning Party.

Article 2. Applicability

  1. The Terms and Conditions apply to every Agreement between Studio Zakai B.V. and Commissioning Party. Possible general conditions of the Commissioning Party are hereby explicitly rejected.
  2. Derogations from and additions to the Agreement are exclusively valid when Parties agree in writing to them.
  3. These Terms and Conditions also apply to the provision of the Services by another party, when Studio Zakai B.V. involves other parties in order to provide the Services.
  4. Studio Zakai B.V. is entitled to amend these Terms and Conditions. Substantive changes enter into force one (1) month after publication. Changes in the Terms and Conditions do not affect an existing Agreement.

Article 3. Establishment of the Agreement

  1. Offers of Studio Zakai B.V. are non-committal, unless a period of validity is included in the offer. If no acceptance period is included, the offer will always expire after one month.
  2. If the Commissioning Party assigns without a preceding offer to Studio Zakai B.V., Studio Zakai B.V. is only bound to this assignment after it has confirmed this in writing to the Commissioning Party.
  3. An offer for the provision of multiple services does not force Studio Zakai B.V. to the provision of a part of the Services in this offer at a corresponding amount of the price.
  4. Offers, quotations, price statements and rates do not automatically apply to re-orders and/or new assignments.

Article 4. The Service and service levels

  1. Studio Zakai B.V. always provides its services according to an obligation of means and will not guarantee the result of its service unless Parties explicitly agree otherwise in writing.
  2. Studio Zakai B.V. will implement the Agreement to the best of its knowledge and ability and in accordance with the requirements for a professional party. If and as far as a proper implementation requires this, Studio Zakai B.V. has the right to let third parties execute certain activities, at the discretion of Studio Zakai B.V. The applicability of articles 7:404, 7:407 and 7:409 of the Dutch Civil Code is explicitly excluded.
  3. An agreed term is considered a final deadline only when that is explicitly determined in writing in the Agreement. In all other cases the agreed term shall be regarded as indicative.
  4. Studio Zakai B.V. is entitled to execute the activities in parts or phases, whereby every part or phase can be invoiced separately.
  5. To the extent the Service is a continuous, hosted service, Studio Zakai B.V. aims for availability befitting a professional party, on a best-effort basis. Studio Zakai B.V. gives no guarantee of uninterrupted or error-free availability.
  6. Outside the sphere of control of Studio Zakai B.V. fall, in any event, malfunctions or changes at suppliers and sub-processors (including AI model providers, the database and hosting provider and the workflow environment), internet and network failures, and force majeure. Such events are not taken into account when assessing the service levels.
  7. Studio Zakai B.V. may carry out maintenance and implement updates (including model updates); significant planned maintenance is, where possible, announced in advance and carried out outside office hours.
  8. Support is available on business days. Studio Zakai B.V. aims for a first response within one (1) business day. Stated response times are targets and not guarantees.

Article 5. Commissioning Party's obligations

  1. The Commissioning Party undertakes to provide all necessary information and cooperation which Studio Zakai B.V. requires in order to provide the Services. Studio Zakai B.V. may suspend the activities as long as the Commissioning Party does not comply with the obligation in this provision. Studio Zakai B.V. shall never be liable for any damage and/or delay caused by not, not timely, or flawed complying with the duty of disclosure and obligation to cooperate as referred to in this article.

Article 6. Termination of the Agreement

  1. The duration of the Agreement is determined in the Agreement itself.
  2. Studio Zakai B.V. is allowed to terminate the Agreement in writing at all times with due regard to a period of notice of one month. Studio Zakai B.V. shall not be required to provide any form of compensation or financial remuneration caused by an (intermediate) termination.
  3. Contrary to Section 7:408 of the Dutch Civil Code, the Commissioning Party may not terminate the Agreement prematurely, unless the Agreement provides otherwise.
  4. Either Party will have the right to terminate the entire Agreement or part of it with immediate effect if the other Party goes bankrupt or is granted a moratorium, including the case of termination or liquidation of the company of the other Party.
  5. If the Agreement is rescinded (ontbonden) at any time and Services have already been implemented, the already implemented Services and the related payment obligation of the Commissioning Party will not be subject to any obligation to undo, unless the Commissioning Party can prove that Studio Zakai B.V. is in default with regard to specifically those Services. Amounts invoiced prior to rescission for the proper implementation or delivered performance remain due in full and are immediately due and payable at the moment of rescission.
  6. The Commissioning Party is liable to third parties for the consequences of the cancellation and will indemnify Studio Zakai B.V. against resultant claims of these third parties.

Article 7. Remuneration and payment

  1. All amounts mentioned in an offer, quotation or Agreement are expressed in Euros and are provided excluding VAT and possible other government-imposed charges, unless mentioned otherwise.
  2. The Commissioning Party shall settle the invoice in full within fourteen days after the invoice date. This payment term is a final deadline and the Commissioning Party will be in default without further notice of default if payment is not made in time.
  3. If the Commissioning Party believes the invoice amount is incorrect, or that there is any other inadequacy in the invoice, it shall immediately inform Studio Zakai B.V. accompanied by convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation with regard to (the undisputed part of) an invoice.
  4. Studio Zakai B.V. is entitled to change its rates at any time. Studio Zakai B.V. shall inform the Commissioning Party at least 2 (two) months prior to a rate adjustment. If a rate adjustment has been announced, the Commissioning Party may terminate the Agreement until the moment the adjustment enters into force, taking a notice period of one month into consideration.
  5. Studio Zakai B.V. is entitled to annually increase its rates in accordance with the Consumer Price Index published by Statistics Netherlands, without this providing the Commissioning Party the right to terminate the Agreement.
  6. If the payment term is exceeded, the Commissioning Party owes, without further notice of default, the statutory commercial interest (article 6:119a of the Dutch Civil Code) on the outstanding amount, as well as the extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs, with a minimum of € 40.00.

Article 8. Intellectual Property Rights

  1. All Intellectual Property Rights resting on documents or materials that the Commissioning Party delivers to Studio Zakai B.V. for the execution of the Agreement remain at all times with the Commissioning Party. The Commissioning Party provides a worldwide, non-exclusive and sublicensable license to Studio Zakai B.V. to use the delivered materials for the execution of the Agreement.
  2. The Intellectual Property Rights that lie with Studio Zakai B.V. when entering into the Agreement remain with Studio Zakai B.V.
  3. If and to the extent Intellectual Property Rights arise on the outcome of the Services, these Intellectual Property Rights shall rest with Studio Zakai B.V.
  4. On the condition that the Commissioning Party has complied with all of its (payment) obligations under the Agreement, the Commissioning Party obtains a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights on the outcome of the Services.
  5. By way of derogation from paragraphs 3 and 4, for a website or custom work for which the Agreement or studiozakai.com states that the code becomes the Commissioning Party's, the Intellectual Property Rights on the code and content made for the Commissioning Party transfer to the Commissioning Party once it has paid all amounts for that delivery. Reusable components, tooling and know-how of Studio Zakai B.V. remain with Studio Zakai B.V.; the Commissioning Party receives a perpetual, non-exclusive license to them to the extent needed to use that code.

Article 9. Liability

  1. The liability of Studio Zakai B.V. is limited to compensation of direct damage regardless of the reason for the liability.
  2. Direct damage shall only mean:
    • Property damage, only within the meaning of Book 6, Title 3, Section 3 of the Dutch Civil Code;
    • Reasonable costs to prevent property damage, to the extent the Commissioning Party can prove these expenses limited the direct damage within the meaning of the Agreement;
    • Reasonable expenses made by the Commissioning Party to determine the cause and size of the damage, to the extent this relates to direct damage within the meaning of the Agreement;
    • Reasonable costs the Commissioning Party must make to bring the performance of Studio Zakai B.V. into conformity with the Agreement.
  3. Studio Zakai B.V. is not liable for damage other than direct damage, such as lost profits, lost sales, loss of expected savings and other similar financial losses, as well as loss of goodwill, name or reputation and all other damage not covered by the direct damage above.
  4. To the extent Studio Zakai B.V. is liable, this liability is limited to at most the remuneration paid by the Commissioning Party under the Agreement over the three (3) months preceding the event that caused the damage.
  5. The right of the Commissioning Party to claim compensation expires in any event one (1) year after the event that caused the damage took place.
  6. In case of force majeure, which includes failures or shortcomings of suppliers and sub-processors of Studio Zakai B.V., the obligations of Studio Zakai B.V. are suspended for as long as the force majeure lasts, without Studio Zakai B.V. being liable for any compensation. If the force majeure lasts longer than thirty (30) days, either Party may terminate the Agreement in writing without any liability for damages.

Article 10. Data protection

  1. To the extent Studio Zakai B.V. processes personal data on behalf of the Commissioning Party when performing the Agreement, Studio Zakai B.V. acts as processor and the Commissioning Party as controller within the meaning of the GDPR. The Data Processing Agreement concluded between the Parties applies to that processing.
  2. For hosted AI services, each commissioning party has an environment fully separated from other commissioning parties; no (personal) data is shared between commissioning parties.

Article 11. Miscellaneous

  1. The Commissioning Party is not entitled to transfer rights and/or obligations arising from the Agreement to third parties without the permission of Studio Zakai B.V., unless Parties have agreed otherwise in writing.
  2. If any provision of this Agreement is or becomes invalid or non-binding, Parties remain bound to the other provisions. Parties shall replace the invalid provisions, in proper consultation, with a provision that is valid and approximates the intention of Parties as far as possible.
  3. Dutch law applies to the Agreement. All disputes shall in the first instance be presented to the competent court in the district where Studio Zakai B.V. is located.