Service terms

These service terms (hereinafter the Service Terms) are an integral part of the service contract (hereinafter the Service Contract) between the customer (hereinafter you) and the service provider (hereinafter the Zco, Us, We) for the purpose of the provision of the professional services (hereinafter the Service/Services). You and the Us are jointly referred in the Service Terms as the Parties and either separately as a Party.

The Service Contract consists of the following integral parts:
– Service Terms
– Project description(s) which specify the Services to be provided to you (hereinafter the Project)
– Any modifications to the above-said documents that may be made from time to time in accordance with the terms of the Service Terms.
– Zafron.Co Website User Terms and Privacy Policy.

1 ORDERING THE SERVICES AND ENTERING INTO THE SERVICE CONTRACT

1.1 The Services you select into your Order in our website creates a Project. You order the services and agree to the terms of the project by clicking the checkbox ”I have read and and agree to the Service Terms”, and pressing the Place order button on the checkout page of our website.

1.2 By agreeing to the Service Terms and Placing the Order, you digitally sign this Service Agreement. You should review the content of each Project item in your order carefully. By placing the order the Project and the Service Terms become binding to you. Even though these documents are electronic and not physically signed by you, by accepting them you unconditionally agree with them and are obliged to follow them.

2 SERVICE FEE

2.1 You agree to pay Us a Service Fee shown on the Order you Place the order. 

2.2 Any amounts (incl. taxes), which we are required to collect, pay or withhold related to the Service Contract and/or the provision of the Services shall be added to the Service Fee, unless otherwise agreed in the Project. Clarification example: If you place an order with 0% VAT tax. But you would still be required to pay VAT tax, the amount of required tax is added to the service fee.

2.3 Any additional third-party claims related to the performed Project and submitted against Us after the submission of the Project, payment of the Service Fee and/or the termination of the Service Contract shall be collected from you.

3 PAYMENT OF THE SERVICE FEE

3.1 The Service Fee shall be paid immediately after Placing the order, if not otherwise agreed between You and Us. If the Service Fee is agreed to be paid on the on the basis of one or several invoices, (hereafter the Invoice), You shall pay the Service Fee to Us within the term specified in the Invoice.

3.2 In case any Invoice is overdue, you shall pay a default interest of 0.1% of the outstanding sum of the Invoice in question per each day delayed. You are also obliged to cover all additional costs (incl. legal assistance expenses) incurred by Us or third parties related to the collection of the overdue amounts. In addition, We have the right to suspend the provision of the Services during the period you are in delay with any payment according to the Service Contract up to the receipt of the payment.

3.3 If the Service Contract has been terminated or the fullfilment of the Service Contract has been suspended, you shall remunerate Us for the Services provided until termination or suspension of the Services.

4 PROVIDING AND DELIVERING OF THE SERVICES, SUB-CONTRACTORS AND PARTNERSHIPS

4.1 We shall do all reasonably possible to achieve a result in providing the Services according to the details of the Project (incl. bears the responsibility for adequate quality, security, protection, backup and all other relevant aspects). We shall provide the Services at the level of generally accepted professional skills with the presumed diligence.

4.2 We may require instructions and/or information and/or documents from you, and you are obliged to cooperate with Us, including providing Us complete, true and accurate information and documents on time and grant explanations as requested by Us. If you fail to provide instructions and/or information needed for the fulfilment of the Services, We have the right to suspend the fulfilment of the Service Contract or terminate the Service Contract without prior notice.

4.3 The specific methods for provision of the Services are decided by the Us and you cannot require the fulfilment of detailed instructions. We may adhere and follow your instructions as far as these are legal, based on the Service Contract, do not constitute a conflict of interest, and do not lead to the qualification of such relationship between you and Us as employment.

4.4 You shall examine the Services immediately. If you have no complaints (hereinafter the Objections), the Services are deemed to have been accepted from the day the Services were delivered to you. The Services are also deemed to have been accepted by you if you fail, without any legal basis, to accept the Services.

4.5 The Objections have to be filed to US at the latest within 3 working days of the delivery of the Services.

4.6 In case you file reasonable Objections by due date, the Professional shall make relevant improvements for repairing the deficiencies within a reasonable time.

4.7 We may delegate our rights and obligations under the Service Contract to third parties, including using assistance and cooperation of third parties and using third party software and/or other tools and/or services. We may use sub-contactors for providing one or several parts or services of the project. Sub-contractors may have their own specific terms, for example service or license terms which they will ask you to sign. These terms and agreements are solely between you and the third party contractor and not to be considered as a part of this agreement.

4.8 We may also join in a partnership with a third party to jointly provide you the services. For example we can join in a partnership with a management partner, which will provide general management, legal, invoicing, and accounting services to the project. If we join in a partnership with a third party, we shall prepare a new Service Contract, which will clarify the rights and responsibilities of YOU, US and the Third Party Partner.

5 CONFIDENTIALITY 

5.1 In the course of provision of the Services, you may provide Us your confidential information (e.g. financial data, clients, contractors, means of provision of the services, expertise). To protect such confidential information, you and Us may conclude a separate non-disclosure agreement (hereinafter the NDA) stipulating the terms of handling of confidential information in the course of provision of the Services. Such NDA will not be a part of the Service Contract.

5.2 In the course of provision of the Services, you may provide to the Us your end-users’ personal data (e.g. name, personal identification code/registration number, field of activity and other data disclosed by you to Us or what has been disclosed to Us in the course of provision of the Services). To protect such personal data and stipulate the terms of processing of such personal data, you and the Us may conclude a separate data processing agreement (hereinafter the DPA) Such DPA will not be a part of the Service Contract

5 COMMUNICATION 

5.1 You and Us agree to communicate and share information and documents (incl. any invoice, notice or other communication) in connection with the Service Contract electronically over the Project Platform or by email. You undertake to ensure, at all times, that your contact email address notified to Us is valid and in working order.

5.2 You confirm that you are aware of the risks related to the forwarding of any relating electronic mail over the Internet, incl. that the messages could disappear, confidential and private information could be intentionally or non-intentionally changed, stolen or disclosed to third parties. We are not responsible for the risks related to the electronic forwarding of information and documents and their potential consequences, this remains your liability.

5.3 You and Us have agreed that any notice sent to your email address, shall be deemed to be received by you after 3 calendar days have passed from sending such notice.

6 INTELLECTUAL PROPERTY

6.1 The intellectual property created as a result of or in the course of the provision of the Services (hereafter the Intellectual Property) may be divided between the You and Us threefold:

6.1.1 If not otherwise explicitly agreed in the Project, the Intellectual Property shall remain in full with the Us; or

6.1.2 if Explicitly agreed in the Project, the Intellectual Property shall be assigned and transferred from the US to you, to the fullest extent permitted under law for an unlimited period. In this case all the proprietary rights related to the results created under the Project shall be deemed to be transferred to you as of the moment of the fulfillment of the respective Project, in accordance to the Project Terms. Simultaneously with the transfer of the proprietary rights, we shall grant you irrevocable, perpetual and non-conditional exclusive right to use all moral rights related to the results (exclusive global license) created during the performance of the Project, for an unlimited time allowing you to grant sublicenses at your own discretion, and make whatever changes or supplements in the results under your own name or under pseudonym. In this case the we shall not retain a right to use the results created during the performance of the Project ourselves, as well as to provide third parties with any rights to use these results, whereas this prohibition shall apply also to the period prior to the delivery of the results of the Services; or

6.1.3 if explicitly agreed in the Project, We shall retain the Intellectual Property to ourselves, thus providing you with a non-exclusive and non-transferable license allowing you to use the Intellectual Property. In this case and unless otherwise agreed, you will not be allowed to make whatever changes or supplements in the results, sub-license the results or present the results under your own name or under pseudonym. In this case the Professional shall retain the right to use the results created during the performance of the Project him-/herself, as well as to provide third parties with any rights to use these results. The Parties may specify the terms of the license in the Project.

6.2 Fee for the transfer of Intellectual Property rights and/or licenses granted herein is included in the Service Fee.

6.3 Any third party service work of art or software is excluded from the transfer of intellectual property (stipulated in the previous articles 6.1, 6.1.1, 6.1.2, 6.1.3 ) covered by this agreement.

6.4 Any result of the provision of Services forwarded by Us to you during the provision of the Services is meant only for the use by you, unless You and Us have agreed otherwise in the Project.

7 OTHER RIGHTS AND OBLIGATIONS

7.1 During the term of the Service Contract, you and Us (the Parties) jointly and severally undertake to act in the performance of the Service Contract, primarily in each other’s economic interests and the objectives set out in the Service Terms. Among other things, the Parties undertake to:

7.2.1 exercise their rights and perform their obligations in good faith;

7.2.2 perform their rights and obligations arising from the Service Contract in such a manner as is necessary to fulfil and comply with the requirements of the Service Contract;

7.2.3 notify the other Party of all material circumstances related to the contractual relationship towards which the other Party has a justified interest;

7.2.4 notify the other Party during the validity period of the Service Contract of the changing of one’s contact data.

7.3 You are obliged to:

7.3.1 cooperate with Us and provide requested assistance (incl. true, timely and comprehensive documentation, information and other resources);

7.3.2 provide input in case the We request information and/or documents from you.

7.3.3 use your rights and obligations only for lawful purposes;

7.3.4 take appropriate tax and legal advice with regard to the conclusion of the Service Contract. You are obliged to comply with any licensing, registration, or other legal requirements with respect to your business and/or the provision of the Services, incl. verification that relevant obligations have been fulfilled by Us;

7.3.5 not assign, transfer, sell, encumber, sublicense, rent, lease or in any other way dispose the rights and obligations arising from the Service Contract to a third party without the prior written consent of Us;

8 LIABILITY

8.1 The liability of Us under the Service Contract will be limited to the maximum extent permitted by law. We are not liable for the loss of profit, indirect loss and non-patrimonial damage, incl. any indirect or consequential damages. The total liability of Us for any kind of damages under the Service Contract is in any case limited to 20% of the payment amount to the Contractor under the Project (with the exclusion of any taxes and coverage of costs, if applicable) in connection with which the damage in question has occurred, but not more than USD 1000. The limitation is not applied in case of deliberate or gross negligent breaches of the Service Contract. For avoidance of doubt, this limit applies also to the possible breach of Intellectual Property obligations by Us.

8.2 The limitation period for submitting and enforcement of any claims against Us (the limitation period) is 6 months, which must be calculated from the time of breach.

8.3 You agree to indemnify Us and any persons related to Us against any costs, damage, claims, liabilities, settlements, legal fees and other expenses incurred as a result of the breach of the Service Contract, or any provisions of the applicable laws and any other action or inaction by or for or on your behalf.

8.4 We do not bear any liabilities related to the actions of any third party. For example, we are not liable for the correctness of the information provided by you. We are also not liable for the negative consequences resulting from the absence of necessary clarifications, or the incorrectness of information/documents received from you. You are obliged to notify Us immediately of the changes, observations and additional information that could be of importance related to the Service Contract.

8.5 Non-performance or improper performance of contractual obligations shall not be considered a breach of the Service Contract if it was caused by circumstances beyond the control of the Parties, could not and should not have been foreseen or prevented (hereinafter the Force Majeure). These circumstances must be verifiable and, notwithstanding the foregoing unforeseen circumstances, you and Us are required to take measures to mitigate the potential damage. If the impediment is temporary, the breach of obligation is excusable only for the time when the obligation was obstructed. A Party whose activities in the performance of its contractual obligations are prevented by unforeseeable circumstances shall immediately notify the other Party of that and of the means applied to minimize the consequences.

9 TERMINATION OF THE SERVICE CONTRACT

9.1 The Service Contract is entered into for an unspecified term, unless otherwise stipulated in the Project.

9.2 The Service Contract can be terminated by either Party at any time by providing at least 30 days prior written notice to the other Party.

9.3 Any of the Parties may terminate the Service Contract extraordinarily if the other Party has materially violated the Service Contract and has not remedied the violation within 10 days after being notified of that by the other Party.

9.4 All provisions of the Service Contract that in accordance with the context are meant to survive the termination of the Service Contract, shall continue to apply to you until all legal and/or financial issues between the Parties are settled, or until it is reasonable.

10 GOVERNING LAW AND DISPUTES

10.1 The Service Contract is covered by the laws of the Republic of Panama. The Parties proceed from the valid legal acts of the Republic of Panama and other acts regulating the mutual relations in matters not regulated in the Service Contract.

10.2 You are obliged to provide during the validity period of the Service Contract and after the termination of the Service Contract any documents and/or information which may be needed for Us to solve any disputes which are related or arise related to the Service Contract.

10.3 At the occurrence of different opinions, the Parties are obliged to notify the other Party of it and pursue to settle the problem by negotiations. If no agreement is reached, the disputes are solved pursuant to the procedure set by the legal acts of the Republic of Panama.

10.4 Any dispute, controversy or claim arising out of or relating to the Service Contract, or the breach, termination or validity thereof will be settled by Panama City County Court, the Republic of Panama as the court of first instance.

11 OTHER TERMS

11.1 The Service Contract is the entire contract between the Parties and it supersedes all prior representations, negotiations, writings, memoranda, and agreements with respect to the subject matter hereof. No modification, representation or warranty, variation, or amendment shall be of any force or effect unless it is in writing and signed by all Parties, unless otherwise stipulated in the Service Terms.

11.2 We have the right to change the Service Terms from time to time by providing 30 days prior notice to you. Relevant notice will be sent to your email address. You have to notify immediately Us if the revised Service Terms are not acceptable to you and initiate the termination process of the Service Contract. The revised Service Terms will become effective 30 days after We have sent an email to your email address. If you have not started the termination process of the Service Contract by that date, the revised General Terms are regarded to be accepted by you. The foregoing Service Contract amendment regulation shall not apply if the amendment is required due to the change in the applicable laws, or other regulations that have influence on the Service Contract and/or Us or if it is required by any decree, regulation or restriction of any state authority. In such case the amendment shall enter into force immediately upon provision of corresponding notice to you, whereas in this case you shall not be allowed to terminate the Service Contract.

11.3 If one or more of the foregoing provisions are or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid one, which achieves to the extent possible the purpose and the commercial goal of the invalid provision.

11.4 In case of a conflict between the contents of the Service Terms and the Project, the content of the Project shall prevail, unless otherwise stipulated in the Service Terms.

Last updated: January 5, 2023