General Terms and Conditions Zanara

Zanara: the business that provides the services referred to in these terms and conditions under the name Zanara, reachable at info@zanara.nl.

Client: any natural person or legal entity that enters into an agreement with Zanara. Consumer: a client who is not acting in the course of a profession or business.

Services: all work performed by Zanara, including custom software, software as a service (such as the Zanara Ticket System), Personal OS, websites and web shops, hosting, maintenance, support and advice.

These terms and conditions apply to all quotes and agreements of Zanara. Deviations apply only if agreed in writing; a signed agreement prevails over these terms. The client's purchasing terms do not apply.

Quotes are without obligation and valid for 30 days unless stated otherwise. An agreement is formed by acceptance of the quote, or when Zanara starts performing at the client's request.

Zanara performs the services professionally and to the best of its ability (best-efforts obligation). Deadlines are indicative unless expressly agreed as firm deadlines.

The client provides the information, access and cooperation required in good time; delays caused by their absence are for the client's account. Zanara may engage third parties, including hosting providers.

Custom software is built according to the agreed specifications; changes are additional work and are invoiced separately after consultation. After delivery, the client has 14 days to test. If no material defects are reported in that period, or the deliverable is taken into use, it is accepted. Minor defects do not prevent acceptance and are fixed within a reasonable period.

For software as a service, the client receives a non-exclusive, non-transferable right of use for the term of the agreement.

Zanara strives for high availability; firm commitments on availability exist only in a service level agreement. Zanara may carry out maintenance and improve the software, and announces planned maintenance in advance where possible.

The client is responsible for the use of the software by its users and for the accuracy of the data entered.

Under a website or web shop subscription, Zanara designs, builds, hosts and maintains the website or web shop for a fixed monthly fee according to the chosen package. The minimum term is 12 months, or 24 months with the 24-month discount or the plan without setup costs. After that the subscription continues monthly, cancellable with one month's notice. Under the plan without setup costs, the package's maintenance rate applies after 24 months.

Each package includes change hours per month for changes to design, content and functionality. Product management for web shops is covered only with the Product management add-on. Unused hours expire at the end of the calendar month; additional work is invoiced at the applicable hourly rate after consultation.

The domain name is registered in the client's name. Content supplied by the client remains the client's, who warrants that it may be used. Design and source code remain Zanara's; the client may use them for as long as the subscription runs.

After termination, the client may take over the website for a one-off transfer fee of €195 (Start), €295 (Business) or €495 (Premium); on termination before the end of the minimum term, the remaining instalments are also due. The transfer comprises the source code, one transfer moment to the client's hosting and accounts, and a perpetual, non-exclusive right to use the design for that one website. Reselling, offering as a template or reusing for other websites is not permitted. After the transfer, support is available only at the applicable hourly rate.

Web shops on Shopify sit on the client's own Shopify account; the client pays for the Shopify subscription, apps, transactions and payment services. No transfer fee is due; after the minimum term the client may keep using the theme for that web shop free of charge, under the same restrictions as in 5.4. Zanara is not liable for outages, changes or prices of Shopify or other third parties.

The client remains responsible for the content of its website or web shop, for its own terms, returns and privacy policy towards its customers, and for the rules that apply to its business. Business email, copywriting, photography and logo design are not included unless agreed otherwise in writing.

Prices are in euros and exclude VAT; for consumers, prices are stated including VAT. Payment is due within 14 days of the invoice date unless agreed otherwise.

In the event of late payment, after a written reminder with a reasonable term, the client owes statutory (commercial) interest and collection costs, for consumers in accordance with the statutory rules. Zanara may then suspend its services after notice.

Recurring fees may be indexed annually on the basis of the Dutch consumer price index (CBS).

Fees for Inverno are based on the company size declared by the client (persons working for the client, including flexible workers and self-employed persons who work for the client on a structural basis) and on the usage limits of the chosen package. Zanara may verify that declaration, among other things against the client's Chamber of Commerce extract. If the declaration proves too low or use exceeds the package limits, the appropriate package applies from the start date of the excess; Zanara announces this in advance and invoices the difference.

Intellectual property rights in Zanara's software, designs, source code and documentation remain with Zanara, including when developed on commission, unless agreed otherwise in writing. The client receives a right of use for the term and purpose of the agreement.

Data entered by the client remains the client's. The client warrants that material it supplies does not infringe the rights of third parties and indemnifies Zanara against claims in that respect.

If Zanara processes personal data on the client's behalf, the parties enter into a data processing agreement. Zanara protects data with appropriate measures. Both parties keep each other's confidential information secret, also after the agreement ends.

Zanara's liability is limited to direct damage and to the amount the client paid for the agreement concerned in the 12 months before the event causing the damage, and in any case to what Zanara's insurer pays out. Indirect damage, such as consequential damage, lost profit, loss of data or claims from the client's customers, is excluded.

These limitations do not apply in the event of intent or deliberate recklessness on the part of Zanara, and apply towards consumers only insofar as the law permits. A claim lapses if it is not reported in writing within 12 months of discovery of the damage.

Zanara is not liable for errors of third parties, such as hosting or payment platforms, and guarantees no results such as visitor numbers, search rankings, conversion or revenue.

In the event of force majeure, including outages at hosting or network providers, cyberattacks, power failures and government measures, Zanara is not obliged to perform. If the force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

Agreements for recurring services run for the agreed term and are then renewed for successive periods of one month, with a notice period of one month.

Either party may terminate the agreement if the other party, after a written notice of default with a reasonable term, fails to perform, or in the event of the other party's bankruptcy or suspension of payments.

After the agreement ends, Zanara makes the client's data available once, on request, in a common format and then deletes it within a reasonable period.

Zanara does not provide services for the design, construction, production, supply, trade in or supervision of: aircraft, spacecraft, motor vehicles, rail vehicles and vessels and their control systems; nuclear installations; weapons, ammunition and explosives; medical and laboratory technology; tobacco, e-cigarettes and other intoxicants; and machines that directly control a production process. This also applies to websites and web shops through which such products are sold. Nor does Zanara provide architectural or engineering services or operate social media or streaming platforms.

The services are not intended for safety-critical applications in which an error could lead to death, injury or serious damage to property or the environment. Zanara may refuse or terminate an assignment if the services are used for such purposes.

A consumer may withdraw from a distance contract within 14 days without giving reasons by emailing info@zanara.nl, unless a statutory exception applies. If the service has already begun at the consumer's request, a proportionate fee is due; if the service has been performed in full with the consumer's express consent, the right of withdrawal lapses.

Nothing in these terms and conditions limits the rights a consumer has under mandatory law.

All agreements are governed by Dutch law. Disputes are submitted to the competent court in the district in which Zanara is established, unless mandatory law provides otherwise; a consumer may always turn to the court that is competent by law.

Zanara may amend these terms and conditions. For existing agreements, amendments take effect 30 days after notification; if the client does not agree to a material amendment, the client may terminate with effect from that date.