General Terms & Conditions

These General Terms and Conditions apply to all offers, quotations, agreements, and Services provided by ZeroNext, unless expressly agreed otherwise in writing. They form an integral part of every Agreement between ZeroNext and the Client.

By accepting a proposal, placing an order through the Platform, submitting a project brief, or otherwise engaging ZeroNext for Services, the Client accepts these Terms and Conditions without reservation.

The Client’s own general terms and conditions or purchasing conditions are expressly rejected, unless ZeroNext has explicitly agreed in writing to their applicability.

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

ZeroNext reserves the right to amend these Terms and Conditions at any time. Material changes will be communicated to existing clients with at least thirty (30) days’ notice. Continued use of the Services after such notice constitutes acceptance of the revised terms.

All offers, quotations, and proposals issued by ZeroNext are non-binding and valid for a period of thirty (30) calendar days from the date of issue, unless explicitly stated otherwise.

An Agreement is formed when: (a) the Client provides written acceptance of a ZeroNext proposal or quotation; (b) ZeroNext confirms a Client’s order or project brief in writing; or (c) ZeroNext commences performance of Services with the Client’s knowledge and without objection.

Verbal commitments by ZeroNext employees or representatives do not bind ZeroNext unless confirmed in writing by an authorized representative of ZeroNext.

The Client is responsible for the accuracy and completeness of the information provided to ZeroNext. ZeroNext is not liable for deficiencies in the Deliverables arising from incomplete, incorrect, or misleading information provided by the Client.

Any amendments or additions to a concluded Agreement are only valid if confirmed in writing by both parties. Such amendments may result in adjusted pricing and/or timelines.

ZeroNext provides Services as described in the applicable proposal, statement of work, or Agreement. ZeroNext performs its Services with the care and expertise expected of a professional AI production and automation company.

ZeroNext’s obligations are obligations of means (inspanningsverplichting), not obligations of result (resultaatsverplichting), unless explicitly agreed otherwise in writing.

ZeroNext reserves the right to engage subcontractors and third-party service providers in the execution of Services and remains responsible for the quality of Services delivered.

Estimated timelines are indicative only. ZeroNext shall not be liable for delays caused by: (a) failure of the Client to provide necessary materials, approvals, or information in a timely manner; (b) scope changes requested by the Client; (c) third-party dependencies beyond ZeroNext’s reasonable control; or (d) Force Majeure Events.

The Client shall provide ZeroNext with all information, materials, access, approvals, and cooperation reasonably required for the timely and proper provision of the Services, including brand guidelines, logos, scripts, footage, product information, target audience specifications, and technical access credentials.

The Client warrants that all materials provided to ZeroNext: (a) do not infringe any third-party Intellectual Property Rights; (b) are accurate and not misleading; (c) comply with all applicable laws and regulations; and (d) do not contain illegal, defamatory, obscene, or otherwise objectionable content.

The Client is responsible for obtaining all necessary third-party consents, clearances, and licenses for materials provided to ZeroNext, including music rights, image rights, personal data consents, and model releases.

The Client shall review and approve Deliverables within the timeframes specified in the Agreement or, where no timeframe is specified, within five (5) business days of receipt. Failure to provide feedback within the specified timeframe shall constitute deemed acceptance.

The Client shall designate a single point of contact with authority to approve Deliverables, provide feedback, and bind the Client in respect of the Agreement.

Upon receipt of full payment, ZeroNext assigns to the Client all Intellectual Property Rights in the Deliverables specifically created for the Client, to the extent such rights are capable of assignment under applicable law.

Notwithstanding the above, ZeroNext retains all Intellectual Property Rights in: (a) pre-existing ZeroNext tools, templates, frameworks, methodologies, and know-how; (b) generic production workflows, AI model configurations, and automation architectures not specifically developed for the Client; (c) any Deliverables for which full payment has not been received.

ZeroNext grants the Client a non-exclusive, non-transferable, royalty-free license to use ZeroNext’s pre-existing tools and methodologies solely to the extent embedded in or necessary to use the Deliverables.

ZeroNext reserves the right to display and distribute Deliverables for portfolio, promotional, and marketing purposes, unless the Client requests confidentiality in writing prior to project commencement.

The Client acknowledges that AI-generated content may not be subject to copyright protection in all jurisdictions. ZeroNext makes no warranty that AI-generated Deliverables will receive copyright protection under the laws of the Client’s jurisdiction.

All fees are stated in Euros (EUR) and are exclusive of VAT (BTW) and any other applicable taxes, duties, or levies, unless explicitly stated otherwise.

Unless agreed otherwise, the default payment schedule is: (a) 50% of the agreed project fee is due as a non-refundable deposit upon Agreement execution and before ZeroNext commences work; (b) the remaining 50% is due upon delivery of the final Deliverables, before source files or final assets are released.

For ongoing retainer or managed service arrangements, fees are invoiced monthly in advance and due within fourteen (14) calendar days of invoice date.

Invoices not paid by the due date are subject to statutory commercial interest (handelsrente) pursuant to Article 6:119a of the Dutch Civil Code, calculated from the due date until the date of full payment.

ZeroNext reserves the right to suspend Services without liability if an invoice remains unpaid for more than fourteen (14) calendar days after the due date, after providing the Client with written notice.

All fees paid are non-refundable unless expressly stated otherwise in writing or required by applicable mandatory law.

For project briefs submitted through the Platform configurator or pricing intake tool, the indicated price estimates are non-binding until confirmed in a formal proposal or Agreement.

The number of included revision rounds per Deliverable is specified in the applicable Agreement. Where not specified, each project includes two (2) rounds of revisions.

A revision round is defined as a single consolidated set of written feedback provided by the Client’s designated point of contact. ZeroNext is not obligated to accommodate feedback submitted in multiple batches as a single revision round.

Revisions are limited to changes within the originally agreed scope and brief. Material changes to direction, concept, script, or scope requested after production has commenced constitute new scope and are subject to a change order and additional fees.

Rush revision requests (requiring turnaround faster than the standard production timeline) are subject to a rush surcharge. Change requests must be submitted in writing.

Each party agrees to hold the other party’s Confidential Information in strict confidence and to use it solely for the purpose of performing its obligations or exercising its rights under the Agreement.

Neither party shall disclose the other party’s Confidential Information to any third party without prior written consent, except: (a) to employees or contractors who have a need to know; (b) as required by applicable law, regulation, or court order.

The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed; or (d) is received from a third party without breach of any confidentiality obligation.

The confidentiality obligations shall survive termination or expiry of the Agreement for a period of three (3) years.

ZeroNext’s total aggregate liability to the Client shall not exceed the total fees paid by the Client to ZeroNext under the applicable Agreement in the twelve (12) months preceding the claim.

ZeroNext shall not be liable for: (a) indirect, special, incidental, consequential, or punitive damages; (b) loss of profit, revenue, business, contracts, anticipated savings, or goodwill; (c) loss of or damage to data; (d) damage arising from the Client’s use of Deliverables in a manner inconsistent with the Agreement; (e) damage caused by third-party platforms, APIs, or services.

These limitations shall not apply to: (a) liability for death or personal injury caused by ZeroNext’s gross negligence or wilful misconduct; (b) liability for fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable mandatory law.

The Client shall indemnify, defend, and hold harmless ZeroNext from any claims, damages, losses, and expenses arising from: (a) Client-provided materials infringing third-party rights; (b) the Client’s breach of these Terms; (c) the Client’s use of the Deliverables in violation of applicable law.

Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach that is not remedied within fifteen (15) business days of written notice; (b) becomes insolvent, enters administration, receivership, or liquidation; or (c) ceases to carry on business.

ZeroNext may terminate or suspend the Agreement immediately if the Client fails to pay any amount due by the due date, after providing seven (7) days’ written notice.

Upon termination for any reason: (a) the Client shall pay ZeroNext for all Services performed and costs incurred up to the effective date of termination; (b) each party shall return or destroy the other party’s Confidential Information upon request; (c) any non-refundable deposit already paid is retained by ZeroNext.

Where the Client terminates for convenience (without cause), the following cancellation fees apply in addition to fees for work completed: (a) cancellation more than ten (10) business days before scheduled delivery: deposit retained; (b) cancellation within ten (10) business days: 75% of the total project fee is due; (c) cancellation after delivery of draft Deliverables: 100% of the total project fee is due.

Each party shall comply with its obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Dutch Implementation Act (Uitvoeringswet AVG).

Where ZeroNext processes personal data on behalf of the Client in the course of providing Services, the parties shall enter into a data processing agreement (verwerkersovereenkomst) as required by Article 28 GDPR.

ZeroNext’s processing of personal data collected through the Platform in its own capacity as data controller is governed by ZeroNext’s Privacy Policy, which is incorporated herein by reference.

These Terms and Conditions and any Agreement between the parties are governed by and construed in accordance with the laws of the Kingdom of the Netherlands, excluding its conflict of law provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

The parties shall attempt to resolve any dispute arising from or in connection with these Terms through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

If a dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands (Rechtbank Amsterdam), subject to ZeroNext’s right to seek injunctive or other equitable relief in any court of competent jurisdiction.

These Terms and Conditions, together with the applicable Agreement, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, representations, and understandings.

No waiver by either party of any breach of the Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.

Neither party may assign, transfer, or sub-license its rights or obligations under the Agreement without the prior written consent of the other party, except that ZeroNext may assign its rights in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Nothing in the Agreement creates any partnership, joint venture, agency, or employment relationship between the parties. ZeroNext operates as an independent contractor.

Any notice required or permitted under the Agreement must be in writing and delivered by email (with read receipt or delivery confirmation), registered mail, or courier.

The English language version of these Terms and Conditions shall prevail in the event of any conflict with any translation.