Terms and Conditions

Last Updated: 10/04/2018


  1. These Terms and Conditions are offered by Ziggu s.a.r.l., a company incorporated and acting under the laws of Luxembourg, with a registered office at 29 Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, VAT LU29592702, registration number B215308 (hereinafter referred to as “Ziggu”).

  2. You (hereinafter referred to as “you” or the “Customer”) are any private or professional person who purchases Services from Ziggu, as well as anyone who acts in the name and for the account of an artificial person such as a registered business. Private customers or consumers are assumed to be at least 18 years of age. These general Terms and Conditions do not affect the legal rights which are granted to the consumer-customer by law with respect to consumer protection.

  3. Ziggu offers an online software solution with the brand name “Ziggu Engage” (hereinafter referred to as “Ziggu Engage” or “the Service). Ziggu Engage offers its Customers a number of online Services to manage construction projects and interact with endcustomers and partners on a closed web-based platform, accessible through the URL: https://ziggu.app or a personalised link.

  4. Ziggu has the right to change the offer and the composition of its Services, as well as the features and modules within the different Services and this whenever it decides to do so. Ziggu ensures that you are informed of this in advance within a reasonable term through modification on its website or through communication to existing Customers via newsletters, email or other means of communication.

  5. The Services as described on the website, in these Terms or via other means of communication are on an “as is” basis. The Customer declares that he has been sufficiently informed about the contents and the scope of the Services and features offered by Ziggu.

  6. In these Terms and Conditions, the word “including” or “includes” means “including, but not limited to” or “includes, without limitation” and words importing the singular include the plural and vice versa.

  7. Cookie Policy
    1. Please read our Cookie Policy for more information about how we use cookies on Ziggu Engage and the public website https://www.ziggu.io or how you can disable cookies. (Note: disabling cookies can negatively affect your user experience and functionality of the Ziggu Engage Service or websites.)

  8. Privacy and GDPR Compliance
    1. Please read our Privacy Policy for more information about how we collect, use or disclose information about users of Ziggu Engage.

    2. All data entered into Ziggu Engage by the Customer will be treated confidentially by Ziggu to the best of its ability and with the utmost care.

    3. Ziggu will confine itself merely to analysing the user behaviour of its Customers with regards to improving its Services. A list of employees who have access to the input data can be requested by sending an email to support@ziggu.io.

    4. Ziggu acts as a facilitator for the processing of the input data of the Customer, and should therefore be considered the sole processor. The Customer is and remains the person ultimately responsible for his processed input data and their contents. The processing through Ziggu may take place anywhere in the world using the techniques Ziggu itself considers sufficient.

    5. Each Customer is obliged to provide confidentiality to his own input data and to ensure that this confidentiality is also observed by third parties whom he grants access to his user account.

    6. Ziggu can under no circumstances be held liable for the loss or incorrect use of the input data of its Customers, unless purely due to negligence on its part.

    7. Ziggu will only grant access to third parties to the input data of our Customers if we are requested to do so by law. Any costs or damage for Ziggu resulting from such access will be at the expense of the Customer.

    8. All information exchanged between Ziggu and a (potential) Customer prior to cooperation between the parties to explore the possibilities of cooperation will be treated as confidential between the parties during the cooperation.This same obligation applies to all information exchanged between the parties during the cooperation.

    9. The receiving party may only disclose this confidential information to its employees in so far as it must be disclosed to them for the purpose of possible cooperation.

    10. Each of the receiving parties is obliged to observe perpetual confidentiality, unless the information provided has become public through no fault of the receiving party, or if the receiving party is required to do so by law.

    11. Each of the receiving parties undertakes not to exploit the information in any way or to use it for any other purpose than to explore the feasibility of cooperation between the parties.

  9. Intellectual Rights
    1. Unless otherwise indicated, Ziggu Engage, including all content, video and other materials on or made available via Ziggu Engage, are the proprietary property of Ziggu and its licensors and are protected by EU and international copyright laws.

    2. You are granted a limited, non-transferable, non-exclusive, revocable license to access and use Ziggu Engage solely for your own personal or business purposes; provided, however, that, unless otherwise expressly permitted via Ziggu Engage, you may not: (a) resell, lease, rent, or sublicense any Services or any access to Ziggu Engage; (b) distribute, publicly perform or publicly display any Services; (c) modify or otherwise make any derivative uses of any Services; (d) download (other than page caching) any Services, except as expressly permitted on Ziggu Engage; or (e) use Ziggu Engage other than for its intended purpose. Except as explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

  10. Alterations
    1. Ziggu reserves the right to amend its Terms and Conditions whenever it wishes to do so by a change on its website. Any such change will be announced within a reasonable term in advance. Changes will be communicated on the website(s), as well as via email or over Ziggu Engage to existing Customers and users. Any revision will take effect upon posting of the updated Terms on the website.

    2. If you do not agree to the non-exhaustive listing of (i) a change of the offer or the composition of the Services ofZiggu Engage, (ii) a change of the Terms and Conditions by Ziggu or (iii) any announced price adjustment by Ziggu , you may at all times simply terminate the agreement. Under no circumstances does this entitle you to claim compensation from Ziggu. It will not be possible to continue using our Service(s) under the old conditions.

    3. If any of these Terms and Conditions are found to be invalid, unlawful or otherwise unenforceable for any reason whatsoever, it will not affect the validity of the remaining provisions. In the event of invalidity, Ziggu and the Customer, as far as possible and according to their loyalty and conviction, will negotiate to replace the void provision by an equivalent provision. Ziggu reserves the right of first initiative to change the term(s) in question unilaterally.

  11. Quotes and Proposals
    1. Quotes or Proposals offered by Ziggu are without any obligation and should only be considered an invitation to the Customer to place a Purchase Order.

    2. The information contained in Quotes and Proposals are only valid to the specific Quote or Proposal to which it relates, and therefore not automatically to any subsequent similar orders.

    3. Quotes and Proposals are only valid for the duration as stipulated on the Quote or Proposal in question.

    4. Quotes and Proposals only comprise the Services outlined within the document.

  12. Acceptance and Registration
    1. By ordering, signing up or registering to Ziggu Engage, you acknowledge that you have read and accepted these Terms and Conditions. Ziggu will provide you these Terms of Service by means of communication and you will be required to confirm having read and accepted these Terms when signing up to Ziggu Engage. These Terms of Use can at all times be consulted on the Ziggu Engage website (https://engage.ziggu.io) or on the log-in page of Ziggu Engage (https://ziggu.app)

    2. These Terms and Conditions at all times take precedence over other prior agreements, both oral and written, even if they stipulate that they apply exclusively.

    3. You cannot accept these Terms and Conditions if you are not of legal age to form a binding agreement with Ziggu.

    4. By signing or accepting this agreement on behalf of a company or legal entity, you also confirm that you have the authority to bind the company or other legal entity you represent to this agreement and that, in doing so, will not violate any other agreement to which you are a party.

  13. Registration and Contract Formation
    1. An agreement between Ziggu and the Customer will only be legally and finally concluded when the Customer places a Purchase Order with Ziggu (a) through e-mail with an attached and signed Purchase Order or (b) by telephone, and both subject to the condition that this Purchase Order is followed by an e-mail confirmation from Ziggu.

    2. Before confirming the Purchase Order, Ziggu is entitled to request further information about the Customer and his activities, including an assessment of his creditworthiness.

    3. The information provided by the Customer must at least be accurate, truthful, up to date and complete.

    4. Failure by the Customer to provide the correct information, or in the event of doubts by Ziggu about the identity or admissibility of the activities of the Customer will entitle Ziggu to refuse to implement the order by providing a user account.

    5. A refusal to provide a user account (and hence a contract) by Ziggu will never be a reason for any compensation.

    6. Any changes or additions to the agreement after the user account has been provided will only be considered valid after written approval of and implementation by Ziggu.

    7. After Ziggu’s email confirmation for the Purchase Order, the Customer will receive an invitation email requesting him to choose a password in order to register to Ziggu Engage.

    8. As part of the registration process, you will have to accept the Terms and Conditions. Please read the Terms carefully, before clicking and submitting the checkbox, which legally binds you to the Terms and Conditions

  14. User Accounts and Personal Logins
    1. A user account and accompanying personal login(s) provides the Customer with access to the services of Ziggu Engage.

    2. Access to Ziggu Engage Services implies a right by the Customer to use the Services – at a charge. Under no circumstances does it imply a transfer of ownership of the services by Ziggu to the Customer.

    3. The allocation of a user account is accompanied by the allocation of one or more logins. The number of logins corresponds with the number of users of the Customer allowed by Ziggu. Logins can be distributed to the Customer’s own staff, his own customers or construction partners. Every person receiving a log-in invitation will need to read and accept the Terms and Conditions before being able to activate the login access to Ziggu Engage.

    4. Ziggu has the right to refuse access to Ziggu Engage for certain login requests, if it has an objective reason for doing so.
      Objective reasons include:
      1. If Ziggu has reasons to assume that the login requester’s data are false, inaccurate or obsolete;
      2. If Ziggu discovers or has substantial reasons to suspect that the login requester has intentions to use Ziggu Engage Services for unauthorised purposes.

    5. A login belongs to one person only and may therefore not be shared with other persons. Every user of the Customer must create a unique password for each login, which will belong to his personal information.

    6. Each Customer is responsible for the protection and security of his data concerning the user account and logins, including, but not limited to, the user name and the password. The Customer is assumed not to transfer this information to a third party and to immediately mitigate any unauthorised use as well as bring it to the attention of Ziggu.

  15. Delivery - Guarantees and Warranties - Liability Limitation
    1. The Services of Ziggu Engage are provided as “software as a service”. The mere announcement of the user account (with accompanying logins) to the Customer will be considered a delivery of the Services.

    2. Use of the Services by the Customer is equivalent to acceptance of the Services.

    3. Use of and access to the Services by the Customer presupposes an Internet connection and the use of a modern web browser (such as but not limited to the most recent version of Google Chrome or Mozilla Firefox). If an obsolete web browser is used, the Customer may not be able to use all functions of the Services or these functions may not operate optimally. Ziggu endorses and recommends the use of Google Chrome as a web browser in order to experience the most optimal functionalities.

    4. Ziggu undertakes to provide access to Ziggu Engage and perform its obligations under these Terms and Conditions with all due skills and care. You acknowledge that Ziggu’s obligations in this regard are contracted on a “commercially reasonable efforts” basis. Furthermore, in no event shall Ziggu be liable in case of inaccessibility, unavailability, interruption or bad quality of Ziggu Engage or any part thereof for any reason beyond Ziggu’s control, including but not limited where services of another operator or access or service supplier are used, in which case Ziggu shall in no event be liable for any act or omission of that third party. It is expressly agreed that Ziggu does not provide any warranty regarding internet connections or transmissions or regarding 3G/4G/LTE or other similar communications.

    5. In no event shall Ziggu be liable for any failure in its performance under these Terms and Conditions due to a force majeure event. In the case of a force majeur event Ziggu will be entitled to temporarily suspend the performance, wholly or in part, for the duration of this force majeure or altogether, without being required to give advance notice or to pay any compensation. Cases of force majeure traditionally include: seizure, illness, war, blockade, insurrection, strike or lock-out, shortage of vehicles, scarcity of services, restrictions in the energy consumption, either with Ziggu or with one of its suppliers.

    6. In the event of hardship, Ziggu undertakes to renegotiate the Terms and Conditions of the agreement. If the parties fail to reach an agreement, Ziggu reserves the right to suspend performance of the agreement wholly or in part for the duration of the hardship.

    7. Except in case of willfull misconduct or intentional breach, or in the event of personal injury directly caused by a defect in Ziggu Engage, in no event shall Ziggu be liable for any indirect loss or damage whatsoever, including but not limited to lost profits, loss of customers, lost data, loss of intangible goods, or for damages that are not foreseeable (including as to their extent), arising out of the use and/or impossibility to access Ziggu Engage and /or unauthorised access to Ziggu Engage by a third party and/or actions by a third party and/or any other cause related to Ziggu Engage.

    8. Without prejudice to any other provision of this agreement and except in the case of willful misconduct or intentional breach, or in the event of personal injury caused by a defect in Ziggu Engage, in no event shall Ziggu’s liability in respect of all causes of action that arise hereunder exceed the total amount paid by you for the use of Ziggu Engage during the twelve(12)-month period preceding the date of occurrence of the damage or, in the case of a series of damages before the latest damage to occur.

    9. The warranty and liability limitations and disclaimers set forth in this section are also set forth to the benefit of all third party suppliers and licensors.

    10. Some applicable laws do not allow some exclusions or limitations set forth above, so the above exclusions or limitations may not apply to you, especially if you are a consumer. In such event Ziggu’s warranty and liability will be limited as far as legally possible under the applicable legislation.

  16. Specific Rules for the Use of Ziggu Engage
    1. When using Ziggu Engage, you must observe all applicable laws and other regulations. In particular, you may not post and/or distribute data or content such as texts, images, graphics and links which violate regulations or infringe third-party intellectual property rights, copyrights or other rights of third parties. You are solely responsible for the information and content provided by you. We neither review the contents for their accuracy nor check for viruses or virus-related processability.

    2. It is prohibited to carry out attacks on the performance of Ziggu Engage, such as the mass sending of e-mails (SPAM), hacking attempts, brute force attacks, the use or the sending of spyware, viruses and worms.

    3. If you violate these rules, we are entitled to warn you, suspend you or possibly even completely exclude you from using Ziggu Engage. We have the right to remove illegal content immediately.

    4. It is prohibited to invite, demonstrate or share access to Ziggu Engage to competing companies of Ziggu offering similar services.

  17. Pricing - Payment Terms
    1. Ziggu enforces a custom pricing policy based on the individual project needs for each separate Customer. Pricing depends on different parameters including, the required number of units, storage amount and other features required by the Customer.

    2. Prices will only be mentioned on Quotes or Proposals issued by Ziggu and will only be valid for the duration indicated on the Quote or Proposal in question.

    3. Under no circumstances does Ziggu guarantee that it will maintain its prices for a specific period (other than the validity period indicated on a Quote or Proposal), since it depends on the market structure.

    4. In so far as the prices are based on the level of the applicable wage costs, costs of components/services, social security contributions and public service charges, costs of materials and parts, exchange rates and/or other costs, Ziggu will be entitled, in the event of an increase or decrease of one or more of these price factors, to increase or decrease its prices accordingly whenever it wishes to do so, in accordance with the legally permitted standards. The new price structure will be notified to the existing Customers, at least one month before they take effect through the official Ziggu communication channels.

    5. Ziggu undertakes to invoice its private and professional Customers. It will do so on a periodic basis, aligned with the payment terms described on the Purchase Order, but always prior to the performance of the Services for this period.

    6. By ordering/purchasing the Services, the Customer expressly agrees to electronic invoicing by Ziggu, unless agreed otherwise in writing by the parties.

    7. The invoice will be sent to the email address provided by the Customer with his order. The Customer undertakes to inform Ziggu in time of any changes in respect to this.

    8. Invoices issued by Ziggu need to be paid by bank transfer to one of the bank accounts as noted on the invoice. In the case of international bank transfers, all associated exchange or transfer fees are at the cost of the Customer.

    9. Ziggu operates a standard payment term of 14 calendar days, unless stated otherwise on the invoice or agreed in writing, counting from the date of the invoice.

    10. Any invoice that has not been paid, or only partly paid, on the due date will be subject by law and without any notice of default to late payment interest of 1% per overdue month, for which a month that already started is considered to be fully lapsed. The amount due will, moreover, be increased by 10% of the invoice amount, with a minimum of one hundred euros (100 EUR, excl VAT), by way of lump sum compensation, irrespective of the right of Ziggu to claim higher compensation. Ziggu also reserves the right to temporarily suspend the access to the Platform until it has received actual payment from the Customer.

    11. The unconditional payment of part of an invoice amount is deemed to be an express acceptance of the invoice.

    12. Invoices may only be validly protested in writing by registered letter within 14 calendar days after the invoice data. The registered letter clearly states the invoice number, invoice date and a detailed explanation of the protest.

  18. Duration and Termination of the Contract
    1. The agreement between you and Ziggu will be in force for a fixed minimum time, as indicated on your purchase order and can be prolonged by simple request of yourself.

    2. Ziggu shall be entitled at any time, without any prior notice, summon or judicial action, to terminate your contract with immediate effect by sending an email to the address that you have provided for the purpose of the conclusion of these Terms and Conditions and /or by closing your access to Ziggu Engage, or to suspend your access to the Service, without being liable to pay any indemnity or damages, in case of your insolvency, breach of law or breach of these Terms and Conditions or in the event of a force majeure event preventing Ziggu from fulfilling its obligations under these Terms and Conditions or of any circumstance that would render Ziggu’s performance of its obligations so costly it would result in an imbalance between the parties’ obligations.

    3. Upon termination of your user agreement, (i) you acknowledge and accept that all licenses and use rights related to the Ziggu Engage Service shall terminate; (ii) you shall remove any software provided hereunder from any devices, hard disks and other storage media and destroy all copies in your possession or under your control; and (iii) your access to the Service shall terminate, without any refund of any amount paid by you (unless in the case of termination by us due to an event of a force majeure event or as set forth in the previous paragraph.

    4. Furthermore, Ziggu has the right to terminate the agreement with the Customer -by deactivation of his user account and logins- if it believes it has an objective reason for doing so. Objective reasons include:
      1. If during the course of the agreement Ziggu has reasons to assume that the Customer’s data are false, inaccurate or obsolete;

      2. If Ziggu discovers or has substantial reasons to suspect that the Customer uses his services for unauthorised purposes;
      3. If it is suspected that the Customer breaches the current Terms and Conditions;
      4. If Ziggu discovers that the agreement with the Customer is based on incorrect information of the Customer or if Ziggu suspects that the Customer purchases a product of Ziggu for reasons that cannot be considered as objectively reasonable and acceptable;
      5. If the Customer fails to pay his outstanding invoices to Ziggu in time and in full;
      6. In the event of an imminent bankruptcy of the professional Customer.

    5. After deactivation, Ziggu is entitled to refuse the Customer any future access to the Services, or to undo the deactivation again after negotiating with the Customer.

    6. In each of these cases Ziggu is entitled to claim compensation for the damage it has suffered as a result.

    7. In the event of deactivation during the course of a period (quarter or year), for which Ziggu has received advance payment from the Customer, it undertakes to refund this payment to the Customer pro rata within 14 calendar days after the services have actually stopped.

    8. After a legal termination of your contract, access to Ziggu Engage will remain active for another three months to allow you to download any information you might want to save or export.

  19. Applicable Law and Jurisdiction
    1. These Terms and Conditions are governed by Luxembourgish law, without giving effect to its conflict of laws provisions or those of your actual state or country of residence if you are a consumer or those of your registered office if you are a business.

    2. Disputes will be resolved exclusively by the courts of the court district where Ziggu has its registered office, unless Ziggu expressly provides otherwise.