Ziber Customer Terms

These Ziber Customer Terms (“Terms”) form, together with the Terms of Use, Ziber SLA, Offer Details for your Subscription, and any additional terms presented by Ziber at the time the entity you represent, or, if no entity is designated in connection with the purchase or renewal of a Subscription, you as an individual (“Customer,” “you” or “your”), the “Agreement” entered into between you and Ziber (“we,” “us” or “our”).

The Agreement becomes effective on the date we provide you with confirmation of your Subscription, or the date your Subscription is renewed (whichever applies). The person accepting this Agreement represents that they have the legal authority to enter into this Agreement on behalf of the Customer.

Terms capitalized herein have the meaning given to them under “Definitions.”

If you believe someone is violating these Terms, we would appreciate hearing from you. You can send an email to abuse@ziber.eu.

Use of the Services

Licensing of the Services

You, the Customer, must purchase the applicable subscription licenses required for the use of the Service before you begin using it. If the use of the Service exceeds what is outlined in the documentation and/or usage limits, additional licenses must be purchased to cover the extra usage. Usage limits are described in the Service documentation or in the Offer Details of the Subscription.

NOTE

Example: The number of parents/guardians that may be linked to the student, the number of photos that can be placed in a photo album, and/or the number of Ziber Zones that can be connected to Ziber Kwieb.

Right of Use

We grant you the right to access and use the Services and to install and use the Software included with your Subscription, as further described in these Terms. We reserve all other rights.

Usage Rules

You, the Customer, and those accessing the Service through you may:

• use the Service only in accordance with this Agreement;
• not use the Service to reverse-engineer, decompile, or dismantle it, or circumvent technical limitations in the Service, except to the extent permitted by applicable law despite these limitations;
• not use the Service to infringe on the rights of others;
• not use the Service to distribute spam or malware;
• not use the Service in a way that could harm the Service or impair its use by others;
• not disable, tamper with, or otherwise attempt to circumvent mechanisms that measure the use of the Service for our billing purposes;
• not rent, lease, lend, resell, transfer, or host the Service, or any part thereof, to or for third parties, except as expressly permitted in these Terms;
• not assist or encourage anyone to do any of the above.

Without prejudice to other available remedies, violation of the Usage Rules in this article may result in the suspension of the Service by Ziber. If Ziber decides to suspend the Service, it will only do so to the extent reasonably necessary. Unless Ziber believes that immediate suspension is required, Ziber will provide reasonable notice before suspending the Service for the reasons mentioned above.

End Users

As a Customer, you have the ability to grant other users (“End Users”) access to the Service. You manage the access of these End Users and are responsible for their use of the Service and ensuring it complies with this Agreement. For example, you guarantee that End Users adhere to the Usage Rules.

Customer Data

You are responsible for the content of all Customer Data. You will secure and retain all rights to Customer Data that we need to provide the Services to you without violating third-party rights or otherwise imposing obligations on Ziber towards you or third parties. Ziber assumes no obligations regarding Customer Data or your use of the Service, except as expressly set forth in this Agreement or as required by applicable law.

Applicability of Updates in Terms

When you renew a Subscription to a Service or purchase a new Subscription, the then-current terms will apply. These terms do not change during the Customer’s subscription term for the respective Service. When Ziber introduces new features, add-ons, or related software (i.e., those not previously included with the Subscription), Ziber may prescribe new terms or amend the terms regarding the Customer’s use of these features, add-ons, or related software.

Responsibility for Your Accounts

You are responsible for keeping all non-public authentication credentials related to your use of the Services confidential. You are required to immediately notify our support of any potential misuse of your accounts (Ziber IDs) or authentication credentials or a security incident related to the Services. You can do this via the email address abuse@ziber.eu.

Control over Subscription

You have control over the Subscription with Ziber entered into on behalf of the organization you are a member of. You indicate that you are authorized to place orders for a Subscription with Ziber on behalf of the organization you are a member of. Through the Dashboard, you can place orders and modify Subscriptions that you have control over.

It is possible for you to transfer control of the Subscription via the Dashboard to another legally authorized person from the organization you are a member of. Ziber can also be instructed by another legally authorized person from the organization you are a member of to transfer the management of the Subscription to another person.

Ziber may inform you that the control of the Subscription has been taken over by another person, but Ziber is not obligated to notify you of this.

Beta Versions

We may make Beta Versions available. Beta Versions are provided "as is" ("with all faults") and "as available," and are excluded from the Ziber SLA and all limited warranties provided in this Agreement. Beta Versions may not be covered by our support department. Beta Versions can be modified or withdrawn at any time and without notice. We may also choose not to make a Beta Version generally available.

Additional Software for Use with the Services

To enable optimal access to and use of certain Services, it is permitted under this Agreement to install and use certain Software in connection with your use of the Service. We license Software to you; we do not sell it. Proof of your Software license is (1) this Agreement, (2) an order confirmation, and (3) a proof of payment. Your rights to access the Software on a device do not grant you the right to implement Ziber's or Ziber Affiliates' intellectual property into software or devices that access that device.

Technical Limitations

The Customer must comply with all technical limitations in a Service that allow the Customer to use the Service only in certain ways, and the Customer may not circumvent these technical limitations. The Customer may not download or remove copies of software or source code from a Service unless expressly authorized by Ziber.

Modification and Availability of the Services

Ziber reserves the right to make commercially reasonable changes to any Service from time to time. Ziber may modify or terminate a Service in any country where Ziber is subject to government regulations, obligations, or other requirements that (1) do not generally apply to businesses or organizations operating there, (2) make it difficult for Ziber to offer the Service without modifications, and/or (3) lead Ziber to believe that these terms or the Service conflict with such a requirement or obligation. If Ziber terminates a Service due to regulations, the Customer will receive a credit for prepaid amounts for the period after termination.

Availability, functionality, and language versions of each Service may vary by country. For availability information, the Customer can visit ziber.eu.

Privacy and Security

The parties agree that Ziber’s Privacy Policy and Data Processing Agreement describe the parties' obligations concerning the processing and security of Customer Data, Service Data, and Personal Data by the Services. The Privacy Policy and Data Processing Agreement can be downloaded at legal.ziber.eu.

We place great importance on our users' privacy and at a minimum comply with EU regulations.

Privacy Policy

When we process personal data of you or your employees, we are the Data Controller for this. In our Privacy Policy, we describe which data we process, on what legal basis, how we secure the data, the retention period we maintain, and other terms regarding the processing of your personal data.

You acknowledge that you have read our Privacy Policy and agree to its terms.

Data Processing Agreement

When you engage us or use our Services to process personal data of your (end) users and/or third parties, we act as the Data Processor, and you are the Data Controller for that personal data. We have outlined the terms regarding how we, as the Data Processor, process personal data on your behalf in our Data Processing Agreement. In it, we describe, for example, which personal data is processed, the retention period, the legal basis for storing the data, how the data is secured, and other matters regarding the processing of this personal data.

You acknowledge that you have read our Data Processing Agreement and agree to its terms. If you wish to sign a Data Processing Agreement with us, this is possible. You can send us a request at support@ziber.eu.

Purchasing Services

Service Availability

Ziber makes the Services available in a limited number of countries. For a complete overview, see ziber.eu for the countries where the Services are supported by Ziber. Only Customers with their registered address in these countries and/or regions can purchase Ziber Services. If it is found that you are purchasing Services in a country or region where Ziber does not make the Services available, Ziber reserves the right to cease providing the Services immediately.

Available Subscription Offers

Our websites ziber.eu, support.ziber.eu, and the Dashboard provide all relevant information for available Subscription Offers, which can generally be categorized as one or a combination of the following:

1. Commitment Offer. You commit in advance to purchasing a specific quantity of Services for use over a Term and to pay in advance or periodically before use.
2. Usage Offer (also called 'pay-as-you-go'). This may offer various Subscription Offers:
   1. Post-payment - You pay based on actual usage in the preceding month, with no prior commitment. Payment is periodic.
   2. Prepayment - You pay in advance or periodically for an estimated quantity of Services over a Term. At the end of the Term, actual usage is reconciled, and the correction amount is processed on the invoice for the next Term.
3. Limited Offer. You receive a limited amount of Services for a limited term without having to pay (for example, as a trial or demo subscription or a free account) or as part of another Ziber offer (such as a partnership). Provisions in this Agreement regarding prices, termination fees, payment, and data retention may not apply to these Limited Offers.

Ordering

Upon Initial Purchase or Renewal

When you order or renew a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise described in the Offer Details, Services are provided "as available." Under this Agreement, you may place orders for your Affiliates and grant Affiliates administrative rights to manage the Subscription, but Affiliates are not allowed to place orders under this Agreement. You may also assign the rights granted under Section Right of Use to third parties for use by those third parties within your internal organization. If you grant any rights to Affiliates or third parties regarding the Software or your Subscription, such Affiliates or third parties are bound by this Agreement, and you agree to be jointly and severally liable for any actions of such Affiliates or third parties concerning their use of the Services.

Upon Changes

Certain offers may allow you to modify the amount of Services ordered during the Term of a Subscription. Additional quantities of Services added to a Subscription will expire at the end of that Subscription. If you reduce the quantity during a Term, we may charge you termination fees for the reduction in quantity, as described below.

Prices and Payment

Payments must be made in accordance with these Terms and any supplements described in the Offer Details for your Subscription.

Commitment Offers

For Commitment Offers, the price level may be based on the quantity of Services you have ordered. Some offers may allow you to modify the quantity of Services ordered during the Term, and your price level may be adjusted accordingly, but price level changes are not retroactive. During the Term of your Subscription, prices for Services will not increase regarding your Subscription from the prices listed in the Dashboard at the time your Subscription took effect or was renewed, except where prices are identified as temporary in the Offer Details or for Beta Versions. All prices may be modified at the beginning of any Subscription Renewal.

Usage Offers

For Usage Offers, prices may be modified at any time with notice for post-payment Subscription Offers. For pre-payment Usage Offers, prices may be modified at the beginning of any Subscription Renewal.

Renewal

Commitment Offers

Commitment Offers are automatically renewed. For Commitment Offers, you may choose to have a Subscription automatically terminate once the Term has expired, provided you notify us at least 30 days before the end of the Term.

Usage Offers

Usage Offers are automatically renewed. For Usage Offers, you may choose to have a Subscription automatically terminate once the Term has expired, provided you notify us at least 30 days before the end of the Term.

Limited Offers

For Limited Offers, renewal may not be allowed.

Taxes

Prices are exclusive of taxes unless otherwise specified on the invoice as including tax. You must pay any applicable VAT, taxes, fees, charges, duties on goods and services, sales, gross receipts, or other transaction-based taxes, or any applicable statutory cost recovery fees or similar amounts that must be paid under this agreement and that we may collect from you under applicable law. You are responsible for all applicable stamp duties and for any other taxes you are legally required to pay, including taxes arising from the distribution or delivery of Services to your Affiliates. We are responsible for any taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property.

If taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate tax authority, provided that you promptly provide an official receipt for such withholdings and other documents as we may reasonably request to claim a foreign tax credit or refund. You must ensure that the withheld taxes are minimized to the extent permitted by applicable law.

Term, Termination, and Suspension

Term and Termination of the Agreement

This Agreement remains in effect until your Subscription expires or is terminated, whichever occurs first.

Termination of the Subscription

You may terminate a Subscription at any time during the Term, but you must pay all amounts due before the termination takes effect, and no refunds will be provided for partially unused months. Ziber may terminate your Subscription to a Limited Offer at any time during the Term, immediately and without notice.

Suspension

We have the right to limit your access to or use of the Services if:

• it is reasonably necessary to prevent unauthorized access to Customer Data;
• you do not respond within a reasonable time to a claim of alleged breach under Section Usage Rules;
• you fail to pay, or fail to pay on time, any amounts due under this Agreement;
• you do not comply with the Usage Rules or violate other terms of this Agreement; or
• for Limited Offers, the Subscription becomes inactive due to your failure to use the Services as described in the Offer Details.

If one or more of these conditions occur, we may:

1. for Limited Offers, immediately suspend your use of the Services, your Subscription, and your account (Ziber ID) without notice.
2. apply a suspension to all other Subscriptions, limited to the minimally necessary portion of the Services and only valid as long as the condition or need persists. We will notify you before we suspend, except where we reasonably believe we must suspend immediately. For non-payment, we will notify you at least 30 days in advance before suspending. If you do not fully address the reasons for the suspension within 60 days of the suspension, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Services has been suspended more than twice within a 12-month period.

Ziber Affiliates

Ziber Services are available in various regions and countries as described in section Service Availability. To better support you as a Customer, Ziber Affiliates may be active in your region and/or country of establishment to assist you. This section outlines what Ziber Affiliates can do for you.

Billing and Payment

Ziber Affiliates may be responsible for billing you (Customer). Therefore, invoices for the Services may come from a Ziber Affiliate, which may be located in a different country than Ziber. For an up-to-date list of Ziber Affiliates that may perform this task, you can check ziber.eu.

Sales and Implementation

Ziber Affiliates may also be responsible for the sales and support related to the implementation of the Services you purchase. As a Customer, you may therefore interact with employees of a Ziber Affiliate for sales-related matters and for support with the implementation of the Service. For a list of Ziber Affiliates providing these services, you can check ziber.eu.

Responsibilities and Contact

Regardless of which Ziber Affiliate handles billing, sales, or support, Ziber remains ultimately responsible for the provision of the Services under this Agreement. For questions or issues, you can contact either Ziber or the relevant Ziber Affiliate, as indicated on the invoice or in the support documentation.

Warranties

Limited Warranties (Ziber SLA)

For many of Ziber’s Services, a Service Level Agreement (Ziber SLA) applies, which outlines the guarantees you can expect for the Services during the Term and how we handle the availability and continuity of the Service you purchase. You can find the Ziber SLA at legal.ziber.eu. Your sole remedies for any breach of this warranty are those outlined in the Ziber SLA.

Exceptions to the Limited Warranty

This limited warranty is subject to the following limitations:

1. Implied warranties or conditions that cannot be disclaimed as a matter of law last for one year from the start of the limited warranty;
2. This limited warranty does not cover issues caused by accident, misuse, or use of the Services in a manner inconsistent with this Agreement or our published documentation or guidance, or due to events beyond our reasonable control;
3. This limited warranty does not apply to issues caused by failure to meet minimum system requirements; and
4. This limited warranty does not apply to Beta Versions or Limited Offers.

Beta Versions

Beta Versions are provided as-is, with all faults, and as available, as described herein. Unless provided in a separate agreement, Beta Versions are not included under the Ziber SLA for the corresponding Service, and customer support may not be available for them. We may modify or discontinue Beta Versions at any time without notice. We may also choose not to make a Beta Version commercially available.

Disclaimer

Except for these warranties, we make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These exclusions apply unless prohibited by applicable law.

Limitation of Liability

Limitation

The total liability of each party for all claims under this Agreement is limited to direct damages and to an amount not exceeding the amount paid under this Agreement for the Service during the 12 months prior to the event giving rise to the liability; provided that the total liability of a party for a Service will in no event exceed the amount paid for that Service during the Subscription. For Services provided free of charge, Ziber’s liability is limited to direct damages up to EUR €300.00.

Exclusion

Neither party will be responsible for loss of revenue or for any indirect, special, incidental, punitive, moral, or consequential damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew or could reasonably have foreseen that such damages might occur.

Exceptions to Limitations

The liability limitations in this section apply to the extent permitted by applicable law but do not apply to breaches of the other party's intellectual property rights.

Miscellaneous

Notices

Notices must be in writing (letter or email) and will be considered delivered on the date they are received at the address, the date shown on the return receipt, the date of email transmission, or the date on the courier's delivery confirmation.

Notices to Ziber must be sent to the following address:

Ziber B.V.
Zijperweg 4 J
1741 NK Schagen
Netherlands
support@ziber.eu

Notices to you will be sent to the address you have registered as the administrator (owner) of the Subscription. Ziber may send notices and other information via email, through Ziber Team, via the Dashboard, or in another electronic form.

Entire Agreement

This Agreement constitutes the entire agreement regarding its subject matter and supersedes all prior or contemporaneous communications. In the event of a conflict between documents in this Agreement that is not expressly resolved in those documents, the terms of the documents will govern in the following descending order: (1) these Terms, (2) the applicable Subscription Offer Details, (3) the Terms of Use, and (4) any other documents in this Agreement.

Force Majeure

Neither party will be responsible for failures in performance due to circumstances beyond their reasonable control (such as fire, explosion, power outage, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authorities, terrorism (including cyberterrorism), natural disasters, acts or omissions of internet traffic carriers, or acts of regulatory or governmental bodies (including the adoption of laws or regulations or other governmental actions impacting the delivery of Services)). This section does not, however, apply to your payment obligations under this Agreement.

Authority to Enter into a Contract

If you are an individual accepting these terms on behalf of an entity, you represent that you are legally authorized to enter into this Agreement on behalf of that entity. If you specify an entity in connection with the purchase or renewal of a Subscription, that entity is considered the owner of the Subscription for this Agreement.

Consent to Partner Fees

When you purchase a Subscription or place an order, you may have the option to assign a Partner to manage your Subscription (“Partner Management”). By assigning a Partner, either directly or by authorizing third parties to do so, you consent to us possibly paying fees to this Partner. The fees are for pre-sales support and may also include post-sales support. The fees may be based on, and scale with, the size of your order. Our prices for the Services remain the same regardless of whether you have assigned a Partner to your Subscription for Partner Management.

Feedback

Providing "Feedback" (suggestions, comments, feedback, ideas, or knowledge in any form) to Ziber regarding our Services is voluntary. Ziber is not obligated to publish or use any Feedback. By providing Feedback to Ziber, the Customer (and any individual providing Feedback on behalf of the Customer) grants Ziber and its Affiliates, under all intellectual property rights owned or controlled by the Customer, an irrevocable, perpetual, worldwide, non-exclusive, fully paid, royalty-free, transferable, sublicensable right and license to create, use, reproduce, use as the basis for derivative works, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or integrating products, services, or technologies based on or incorporating the Feedback with other Ziber or third-party products, services, or technologies) without attribution in any way and for any purpose.

The Customer warrants that 1) it will not provide Feedback that is subject to a license that requires Ziber to license anything to third parties concerning the exercise of any of the above rights relating to the Customer’s Feedback; and 2) it owns or otherwise controls all rights to the Feedback and that the Feedback is not subject to any third-party rights (including personality or privacy rights).

Waiver of End-User Consumer Rights

The Customer agrees to waive any rights that would otherwise apply under the European Electronic Communications Code (Directive 2018/1972), Article 102 paragraphs 1, 3, and 5; Article 105 paragraph 1; and Article 107 paragraphs 1 and 3.

Severability

If any part of this Agreement is found to be unenforceable, the remainder will remain in full force.

No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver.

No Agency

This Agreement does not create an agency, partnership, or joint venture.

No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

Translation

These Terms were originally written in Dutch (NL). We may translate these Terms into other languages to ensure you can fully understand them. If any conflict arises between a translated version of these Terms and the Dutch version, the Dutch version will prevail.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the Netherlands (an EU member), regardless of conflict-of-law principles. Any legal actions to enforce this Agreement must be brought in Alkmaar (Netherlands). This choice of jurisdiction does not prevent either party from seeking injunctive relief in any competent court concerning intellectual property rights infringement.

Definitions

For a list of definitions used, click here.