Nimbu Hosting and License Agreement

This document is a courtesy translation. Only the Dutch version is legally binding; in case of any discrepancy, the Dutch text prevails.

General Terms and Conditions for the Account Owner

Consumers only — tacit renewal
The Agreement runs for twelve (12) months and is thereafter tacitly renewed for successive periods of twelve (12) months, unless the Consumer terminates no later than the expiry date via the Nimbu admin environment or help@zenjoy.be. After the first tacit renewal, the Consumer may terminate at any time free of charge, subject to a notice period of no more than two (2) months.

Parties and definitions

This agreement (the “Agreement”) is entered into between:

• Zenjoy BV, with registered office at Blijde Inkomststraat 22, 3000 Leuven, registered with the KBO under number BE 0838.367.436 (“Zenjoy”); and
• the natural person or legal entity identified in the Nimbu admin environment as the contracting customer (the “Customer”).

Zenjoy and the Customer are together the “Parties” and each individually a “Party”.

For the purposes of this Agreement:

• Account Owner: the natural person who, for himself or on behalf of the Customer, electronically accepts the contractual documents and manages the account;
• Consumer: exclusively a natural person acting for purposes outside his trade, business, craft or profession;
• Business: any Customer that is not a Consumer. A legal entity, including a non-profit association (vzw), is treated as a Business for the purposes of this Agreement;
• User: any natural person who is given access to the admin environment by the Customer or the Account Owner;
• Platform: the Nimbu SaaS platform for websites, web applications and, where activated, e-commerce;
• Services: the agreed hosting, access to the Platform, support and related services;
• Professional Services: the implementation, development and related services described in article 14;
• Work Order: a quotation, statement of work or Custom annex for Professional Services accepted in writing by both Parties;
• Plan: Lime, Orange, Pomelo or a Custom plan agreed in writing;
• Usage: the objectively measured capacity as further described in Annex 1;
• Term: the applicable contract period of, in principle, twelve (12) months.

1. Subject matter, electronic acceptance and existing customers

1.1. For the duration of the Agreement, Zenjoy grants the Customer a limited right to use the Platform and provides the Services in accordance with this Agreement and the Pricing Table in Annex 1 accepted by the Customer.

1.2. The Account Owner electronically accepts: (i) this Agreement, (ii) the Pricing Table, and (iii) where Zenjoy acts as processor, the Nimbu Data Processing Agreement (“DPA”). The Account Owner accepts the Terms of Use for platform users only in his or her personal capacity as a User. Every other User accepts those Terms of Use separately upon first login.

1.3. Prior to acceptance, the Account Owner identifies himself or herself and the Customer, states the position or capacity in which he or she is acting and confirms:

• that he or she is legally entitled to act for the Customer and to bind the Customer; and
• whether the Customer is acting as a Business or as a Consumer.

A declaration regarding consumer status does not affect the actual qualification under mandatory law. Zenjoy may reasonably rely on the identification and authority details provided, without this setting aside the statutory rules on representation. For a Custom plan, a Work Order or an account with an elevated risk profile, Zenjoy may additionally request reasonable evidence of authority, including the company number, a business e-mail address, the position held, proof of directorship or power of attorney, or confirmation by a second contact person of the Customer.

1.4. Upon electronic acceptance, Zenjoy records at least the identity and stated capacity of the accepting person, the identified Customer and the account, the date and time, the document version or hash, the language and, to the extent available and lawful, the IP address. These data constitute rebuttable evidence of the electronic act and the applicable version. The acceptance is not presented as a qualified electronic signature.

1.5. The complete contract documents are made available for download prior to acceptance. After acceptance, the Customer receives a confirmation on a durable medium or may permanently download the accepted version in the admin environment. Zenjoy retains the acceptance record and the accepted version for the duration of the Agreement and thereafter for as long as reasonably necessary for evidentiary purposes and statutory retention.

1.6. For existing customers, this Agreement takes effect prospectively upon electronic acceptance. From that moment it replaces earlier general arrangements concerning the same Services, but does not retroactively change the price or rights for a current Term that has already been paid. A newly communicated price applies only from the next annual renewal and only if it was communicated at least thirty (30) days before that renewal.

1.7. An existing customer who does not accept the new documents retains access during the communicated grace period and in any event until the end of a current Term that has already been paid, except where a separate ground for immediate suspension as referred to in article 10 exists. Zenjoy may decide not to continue the Services thereafter. For a free sponsored account without a demonstrable fixed Term, prior notice of at least sixty (60) days applies. Before closure, the Customer is given, upon request, an export facility in accordance with article 10.

2. Duration, renewal and consumer law

2.1. Unless otherwise provided in an individual agreement, the Agreement is entered into for twelve (12) months. The commencement and expiry dates appear from the account details, the individual quotation, the invoice or the renewal confirmation. A monthly price stated in Annex 1 is solely a payment modality with monthly invoicing within the contractual Term of twelve (12) months and does not create a separate monthly contract duration.

2.2. After each Term, the Agreement is tacitly renewed for a further Term of the same duration, unless the Customer terminates no later than the expiry date via the admin environment or via help@zenjoy.be.

2.3. Zenjoy sends a reminder at least thirty (30) days before the expiry date by e-mail and, where available, via the admin environment. It states at least the expiry date, the consequences of not terminating, the Plan and the total price for the next Term and the manner of termination. For a Consumer, the total price is communicated inclusive of VAT.

2.4. Zenjoy may prevent tacit renewal vis-à-vis a Business by informing the Customer in writing, no later than sixty (60) days before the expiry date, that the Agreement will not be renewed. The Agreement then ends on the expiry date without compensation, subject to the applicable export and switching obligations of article 10.2.

2.5. After the first tacit renewal, a Consumer may terminate at any time without compensation, subject to a notice period of no more than two (2) months. The termination and pro-rata refund are carried out in accordance with article 3.5.

2.6. A Consumer who concludes this Agreement at a distance has a statutory right of withdrawal for fourteen (14) calendar days from its conclusion. He may exercise it by any unequivocal statement to help@zenjoy.be or by means of the model form in Annex 2.

2.7. If the Consumer expressly requests that the Services be continued or commenced during the withdrawal period, then upon withdrawal only a proportionate amount is due for the Services provided up to that point, provided the legally required prior information and confirmation were supplied. The right of withdrawal is lost only once the service has been performed in full following prior express consent and acknowledgement of that consequence.

2.8. Zenjoy refunds the amounts due upon a valid withdrawal no later than within fourteen (14) days using the same means of payment, unless the Consumer expressly agrees to another means.

3. Rates, invoicing and payment

3.1. The Customer pays the price of the applicable Plan set out in Annex 1 or the price agreed in writing for a Custom plan. The price and Plan applicable for the next Term are confirmed in the renewal notice.

3.2. Prices for Businesses are stated exclusive of VAT. Consumers are shown the total price inclusive of VAT and mandatory charges prior to acceptance and prior to each renewal. A fully sponsored account has a price of zero euros for as long as the sponsorship lasts; provisions on pricing, invoicing and non-payment apply only to amounts actually due.

3.3. Unless otherwise agreed, Zenjoy invoices the fee in advance for the full Term. The payment term stated on the invoice applies. Conflicting standard terms of the Customer apply only after express written acceptance by Zenjoy.

3.4. If the Agreement with a Business ends before the end of the current fixed Term for a reason not attributable to Zenjoy, the fees remain due up to the effective termination date and the Business additionally owes a proportionate early termination fee equal to fifty percent (50%) of the remaining periodic fees for the current Term, capped at six (6) monthly fees, increased by one-off discounts not yet recouped, onboarding costs and non-cancellable commitments entered into with third parties directly on behalf of the Customer, and reduced by demonstrably avoided variable costs. Any prepaid balance exceeding that amount is refunded. One-off discounts, onboarding costs or other investment amounts are included in this fee only if the original amount, the amortisation period and the calculation method were expressly stated in advance in the individual quotation, Work Order or Custom annex. Non-cancellable commitments to third parties are recoverable only where they were entered into specifically for the Customer, were made known to the Customer in advance and are substantiated with reasonable supporting evidence. This fee is a transparent and proportionate charge for the early termination of a fixed Term and not a switching fee or switching charge within the meaning of the Data Act.

3.5. Where a Consumer terminates after a tacit renewal, Zenjoy refunds the prepaid portion relating to the period after the effective termination date pro rata within fourteen (14) days. The right to a refund is not conditional on a separate request.

3.6. In the event of late payment by a Business, the interest and fixed compensation of the Act of 2 August 2002 on combating late payment in commercial transactions apply, insofar as that Act is applicable. Zenjoy may claim reasonable collection costs to the extent permitted by law.

3.7. A Consumer is charged interest or compensation only after the first free payment reminder has been sent and the waiting period of Book XIX of the Code of Economic Law (WER) has expired. Interest and fixed damages remain limited to the statutory maxima. The reminder contains all legally required information.

3.8. A Business may not set off, suspend or withhold amounts due on account of a disputed counterclaim, except for a claim that Zenjoy has acknowledged in writing or that has been established by a final court decision. Mandatory rights of Consumers remain unaffected.

3.9. Invoices are provided electronically. To the extent legally required, invoices between businesses are sent as structured electronic invoices via the Peppol network or another legally permitted channel. The Customer keeps its company, VAT and invoicing details up to date and reports changes without undue delay.

4. Price changes

4.1. Zenjoy does not change the price of a current, already paid Term, except for the interim plan adjustment for Businesses under article 5.5 or an expressly agreed expansion of the Services. A new price may otherwise take effect only at the next renewal.

4.2. Zenjoy may propose a new rate for a subsequent Term on the basis of valid and reasonably relevant factors, including changes in infrastructure, energy, network, security, personnel, licensing or supplier costs, taxes or legal obligations, or a substantial expansion of the Services. Zenjoy does not apply automatic indexation to the consumer price index. Any separately agreed price revision formula for a Custom plan must comply with article 57 of the Act of 30 March 1976 on economic recovery measures.

4.3. Zenjoy announces the new price at least thirty (30) days before the renewal by e-mail and, where available, in the admin environment. The notice states the old and new total price, the effective date, the principal reason and the simple manner of termination.

4.4. The Customer may refuse the renewal free of charge before the effective date of the new price. The Agreement then ends on the expiry date. Amounts paid for the current Term remain unaffected.

5. Plans, Usage and plan adjustment

5.1. The objectively measurable Plan limits, measurement methods and prices are set out in Annex 1. The applicable Plan is communicated to the Customer before each Term.

5.2. An overage is structural where the same relevant Plan limit is exceeded for at least two (2) consecutive calendar months. Temporary peaks do not lead to an automatic surcharge or immediate shutdown.

5.3. Zenjoy notifies the Customer after the first established overage and again before a plan adjustment. The notice states the measured value, the limit concerned, the proposed Plan and the corresponding price. The Customer is given at least fourteen (14) calendar days to reduce the Usage, to contest the measurement with reasons or to choose a suitable Plan himself. Zenjoy makes the relevant measurement data available on request. An adjustment contested in good faith is not implemented before the dispute has been reasonably examined.

5.4. If the structural overage persists, the account may, from the next renewal or other pre-agreed billing period, be placed in the lowest standard plan whose published limits cover the measured Usage. A Business may move back to a lower Plan in a subsequent period once the Usage fits within the lower limits. For a Consumer, a fixed Term that has already been paid does not become more expensive mid-term and mandatory termination and information obligations are applied in full.

5.5. If a structural overage persists after the procedure of article 5.3, Zenjoy may in addition, vis-à-vis a Business and at its reasonable discretion: (i) move the account mid-term to the lowest suitable standard plan with notice of at least thirty (30) days, with the price difference invoiced pro rata for the remaining part of the Term; (ii) apply published overage rates once a Pricing Table accepted by the Customer states them; or (iii) proportionately restrict use to the limits of the applicable Plan where the Business does not accept a suitable Plan. Zenjoy states the reasons for the measure and limits it to what is necessary.

5.6. In the event of a structural overage of Pomelo, no Custom price is imposed without prior express agreement. In the event of persistent abuse or an acute security or stability risk, Zenjoy may, after warning, apply proportionate technical restrictions; in urgent cases it may act immediately and state the reasons for the measure afterwards.

5.7. Fair-use features without a numerical limit do not automatically lead to additional charges. In the event of demonstrable, structural and significantly deviating use, Zenjoy may propose a proportionate Custom arrangement or, after warning, technically restrict abuse. In that assessment, Zenjoy applies objective indicators, including the request volume relative to the normal use of comparable accounts, processor and execution time, database load, the duration and frequency of Cloud Code executions, the number of concurrent connections and abnormal automated or bot traffic. Zenjoy makes the relevant measurements available on request.

6. Personal data

6.1. For personal data that the Customer and its Users process via the Customer’s websites, web applications, forms, databases, shops or apps, the Customer is the controller and Zenjoy the processor. The DPA forms an integral part of this Agreement.

6.2. Zenjoy is a separate controller solely for clearly delineated purposes of its own, including its own customer management, invoicing and contract administration, evidence of contract formation, the management and security of its own Nimbu account system, the prevention and investigation of fraud and abuse directed against Zenjoy or the Platform, compliance with its own legal obligations and the establishment, exercise or substantiation of legal claims. To the extent that Zenjoy processes personal data or technical logs solely to perform the Services requested by the Customer, it acts as processor, including where customer data is consulted for that purpose. Where the same data is processed for multiple purposes, the role is determined for each separate purpose according to the actual processing. These processing operations are explained in the Nimbu Platform Privacy Statement.

6.3. In the event of a conflict, the DPA prevails for the processing of personal data on behalf of the Customer.

6.4. Zenjoy may generate statistical information from the use of the Services and use it for security, capacity planning, analytics and product improvement, provided that such information is irreversibly anonymised before any further use and does not make any Customer, User or data subject reasonably identifiable. Personal data and customer data are not used for model training or other own product purposes, save on the basis of a separate legal basis and appropriate transparency.

7. Intellectual property and right of use

7.1. All intellectual property rights and other rights in the Platform and in the existing or independently developed software, source and object code, APIs, architecture, generic data schemas and data models, libraries, frameworks, components, modules, templates, design systems, development tools, methods, documentation, know-how, algorithms, improvements and derivative works thereof belong exclusively to Zenjoy or its licensors, regardless of whether they were developed before, during or in connection with a customer project (together the “Zenjoy IP”).

7.2. Zenjoy grants the Customer, for the duration of the Agreement, a non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own websites, web applications and activities. The Customer may give its Users access within this purpose.

7.3. Except to the extent permitted by mandatory law, the Customer may not copy, resell, rent out, decompile, disassemble or reverse-engineer the Platform, or use it to build a competing platform service. This restriction does not prevent the Data Act export of customer data and portable digital assets.

7.4. Content, data, trademarks, logos, texts, images, theme assets and other materials that the Customer supplies itself and in which it holds the necessary rights remain the property of the Customer or its rightholders (the “Customer Materials”). The Customer grants Zenjoy, for the duration of the Agreement and the applicable transition, retrieval and deletion period, a non-exclusive, worldwide and royalty-free licence to host, reproduce, technically format or convert, cache, transmit, publicly display or distribute in accordance with the Customer’s configuration and instructions, secure, monitor, back up, restore, export and delete the Customer Materials solely for the performance of the Services. Zenjoy may pass these rights on solely to suppliers and sub-processors permitted under the DPA to the extent necessary to perform the Services. The licence grants no right to use Customer Materials for Zenjoy’s own marketing, training or other independent purposes.

7.5. Unless a Work Order signed by an authorised representative of Zenjoy expressly provides otherwise, the intellectual property rights in all custom deliverables developed by Zenjoy, including customer-specific themes, templates, designs, Cloud Code, scripts and configuration, remain with Zenjoy. Upon full payment of the fees concerned, the Customer acquires a non-exclusive, non-transferable right to use them for its own internal and commercial activities and within the context of use described in the Work Order. This right of use continues after the end of the Agreement for deliverables that can be used independently, outside the Platform.

7.6. A transfer of intellectual property rights takes place only if a Work Order: (a) exhaustively identifies the deliverables to be transferred; (b) expressly specifies the rights transferred, the modes of exploitation, the territories and the duration; and (c) provides that the transfer takes effect only upon full payment. A transfer never includes Zenjoy IP, generic or reusable components, tools, frameworks, libraries, methods, templates, architecture, know-how or improvements thereof. To the extent that such components are needed to use a transferred deliverable, Zenjoy grants an appropriately limited right of use in them.

7.7. Zenjoy may freely reuse general ideas, skills, techniques, know-how, architecture patterns and non-customer-specific code developed or applied during the Services or Professional Services, without disclosing customer data, trademarks or Confidential Information of the Customer in doing so.

7.8. The Customer grants Zenjoy a worldwide, perpetual and royalty-free licence to use feedback, suggestions and improvement proposals concerning the Platform and to incorporate them into the Platform, without any obligation to use Confidential Information or customer data in doing so.

7.9. Export, switching or making available of data and digital assets in accordance with article 10.2 does not transfer any intellectual property rights in the Platform or the Zenjoy IP and grants no right to use the Nimbu runtime, generic software or source code after the end of the Agreement.

7.10. Materials from image banks or other third-party services remain subject to their licence terms. Zenjoy informs the Customer, to the extent known, of relevant transfer restrictions.

8. Users, content and Digital Services Act

8.1. The Customer manages its Users, roles and access rights and is responsible towards Zenjoy for acts performed within the account access granted. This does not apply to the extent that the damage results from an attributable security failure of Zenjoy or from access that the Customer could not reasonably have prevented.

8.2. The Customer warrants that it holds the rights, consents and legal bases required for the content and processing carried out via the account. It does not publish illegal content and does not facilitate illegal activities.

8.3. Zenjoy does not exercise any general prior control over customer content. To the extent that Zenjoy acts as a hosting or intermediary service under Regulation (EU) 2022/2065 (the “DSA”), it applies its notice-and-takedown procedure. Notices of specific potentially illegal content may be submitted electronically via abuse@zenjoy.be and must, where applicable, contain the exact URL, the reason for the alleged illegality, the contact details of the reporter and a statement of good faith. Zenjoy confirms receipt and handles sufficiently precise notices in a timely, diligent, objective and non-arbitrary manner.

8.4. Zenjoy may make specific content inaccessible or remove it and proportionately suspend an account or feature where it obtains actual knowledge of illegal content, where content breaches this Agreement or where this is necessary to mitigate a serious security risk. In its assessment, Zenjoy takes into account the nature, severity, context and consequences as well as the fundamental rights involved.

8.5. Save where prohibited by law or for urgent security reasons, the Customer receives a clear statement of reasons for a measure, setting out the factual and contractual or legal ground, the scope and duration, any use of automated means and the available means of contesting it. The Customer may contest a decision, stating its reasons, via abuse@zenjoy.be. Legal assessments of content are not made solely by automated means; automatic security and spam filters may, however, block technical traffic or messages.

8.6. abuse@zenjoy.be is the electronic DSA point of contact for recipients and authorities. Communication is possible in Dutch, French and English. Zenjoy may communicate a separate non-public escalation channel for authorities.

9. Service provision, conformity and liability

9.1. Zenjoy provides the Services with care and professionalism and takes appropriate technical and organisational measures. Planned maintenance that may noticeably affect availability is announced in advance where reasonably possible.

9.2. In the absence of a separate SLA, the service provision is an obligation of means and no absolute, uninterrupted or error-free availability is guaranteed. This provision does not limit any specific obligation of result that has been expressly agreed and does not hollow out the essential performance — the making available of a usable hosted Platform.

9.3. Towards a Consumer, the mandatory conformity rules for digital content and digital services apply, including the requirements regarding functionality, compatibility, continuity, security and necessary updates. In the event of non-conformity, the Consumer has the statutory remedies. Nothing in this Agreement limits those rights.

9.4. The Customer keeps, where reasonable, its own copies of essential source files it has supplied. This recommendation does not release Zenjoy from its agreed backup and security obligations.

9.5. General liability cap. Zenjoy is liable for foreseeable, directly caused damage resulting from an attributable breach. Subject to articles 9.6 and 9.9, Zenjoy’s total aggregate liability, regardless of the contractual, extra-contractual or other legal basis, for all claims of the Customer, its affiliated undertakings, Users and other persons exercising rights through the Customer, is limited per contract year to the higher of: (a) the fees, excluding VAT, paid or payable for the account concerned during the twelve (12) months immediately preceding the first event giving rise to damage; and (b) one thousand (1.000) euros. Events, faults, incidents or claims that have the same cause or are reasonably connected are deemed a single occurrence and are allocated to the contract year in which the first of those events occurred. The caps apply jointly to this Agreement, the DPA, SLAs, Work Orders, indemnities and all other contract documents and are not cumulated. Refunds and service credits granted for the same occurrence are set off against the applicable cap.

9.6. Increased cap. For an attributable breach by Zenjoy of article 12 (confidentiality), an attributable breach of the DPA or the intellectual property indemnification of article 11.3, as well as for gross negligence of Zenjoy to the extent that a limitation thereof is legally permissible towards a Business, a joint increased cap applies equal to the higher of: (a) twice the amount determined in accordance with article 9.5, under (a); and (b) five thousand (5.000) euros.

9.7. Excluded categories of damage. To the extent permitted by law, Zenjoy is not liable towards a Business, regardless of whether the damage concerned is classified as direct or indirect, for loss of profit, turnover, revenue, savings, clientele, goodwill, reputation, commercial opportunities or anticipated benefits, business interruption, costs of substitute services, internal staff costs, third-party claims save under an express indemnification, or loss, damage or corruption of data.

By way of derogation from the preceding paragraph, in the case of loss of or damage to customer data directly caused by an attributable fault of Zenjoy, only the reasonable, demonstrable external cost of technical restoration from the most recent usable backup is recoverable towards a Business. Costs of manual re-entry, reconstruction of data not backed up, the economic value of data and consequential damage remain excluded. Any compensation remains subject to the applicable cap.

9.8. Unavailability. For a claim of a Business based solely on unavailability of the Services, a pro-rata service credit or refund of the periodic fee for the proven period of outage is the sole monetary remedy. The right to terminate the Service concerned for a persistent serious breach in accordance with article 10.1.1 is retained, without additional damages. The statutory conformity remedies of a Consumer remain fully applicable.

9.9. Liability that cannot be limited. The exclusions and limitations of this article do not apply to: (i) intent or fraud of Zenjoy; (ii) a fault committed with the intention of causing damage; (iii) death or injury to physical or mental integrity; or (iv) any other liability solely to the extent that mandatory law prohibits an exclusion or limitation. Article 82 GDPR and the rights of data subjects and supervisory authorities remain fully applicable. Towards a Consumer, moreover, no exclusion or limitation of liability applies in the case of gross negligence of Zenjoy or of its employees or agents, nor, save in the event of force majeure, in the case of non-performance of an obligation constituting one of the principal performances of the Agreement; for the remainder, limitations towards a Consumer apply only to the extent compatible with mandatory consumer law. If an exclusion or limitation is wholly or partly unenforceable, it remains in effect to the fullest amount or the widest scope permitted by applicable law.

9.10. To the extent permitted by article 6.3 of the Belgian Civil Code, the exclusions, defences and caps in this Agreement also apply for the benefit of Zenjoy’s directors, employees, self-employed contractors, suppliers, sub-processors and other auxiliaries. For damage arising solely from the non-performance of this Agreement, the Customer brings no extra-contractual claim against those auxiliaries, save in the case of a fault committed with the intention of causing damage, injury to physical or mental integrity or other mandatory law. This protection does not affect Zenjoy’s liability for its auxiliaries. Zenjoy applies the same rule reciprocally to the Customer’s auxiliaries, with the exception of the Customer’s external developers, security or integration partners to the extent that they, through their own fault, directly cause damage to the Platform, to Zenjoy or to other customers or tenants of Zenjoy.

9.11. Notification and lapse of claims. The Customer notifies a claim without unreasonable delay after becoming aware of the relevant facts. Zenjoy is released by a late notification only to the extent that the lateness has demonstrably prejudiced its defence or mitigation of damage. Save in the case of fraud and mandatory law, any legal action by a Business must be brought within eighteen (18) months from the date on which the Customer became aware, or reasonably should have become aware, of the facts, on pain of lapse. This period does not apply to a Consumer.

10. Suspension, termination, export and switching

10.1 Suspension and contractual termination

10.1.1. A Party may terminate the Agreement for a serious breach by the other Party that is not remedied within fourteen (14) days after a sufficiently clear notice of default. No remedy period is required where remedy is impossible, the breach is definitive or immediate termination is permitted by law.

10.1.2. Zenjoy may proportionately suspend the Services in the event of: (i) an acute security or integrity risk; (ii) manifestly illegal activities; (iii) a binding order; (iv) serious or repeated contractual abuse; or (v) payment arrears after the applicable reminder and period. Zenjoy limits the measure to what is necessary and informs the Customer as soon as possible, unless prohibited by law. To the extent that a suspension is principally the result of payment arrears, a contractual breach, unlawful activity, an insecure configuration or abuse attributable to the Customer, it does not suspend the Customer’s payment obligations and gives no right to refunds or service credits. Towards a Business, Zenjoy may charge the reasonable costs, communicated in advance, of a reactivation that demonstrably requires additional work. Mandatory rights of Consumers remain unaffected.

10.1.3. Insolvency or insolvency proceedings do not automatically terminate the Agreement. The Parties exercise their rights in accordance with Book XX of the Code of Economic Law and the decisions of the competent insolvency bodies.

10.1.4. Zenjoy may terminate a free-of-charge sponsorship with at least sixty (60) days’ prior notice. The Customer may thereafter continue the Services at the communicated rate or terminate with export.

10.1.5. Zenjoy may terminate the Agreement or a separate Service towards a Business for a valid technical, economic, security, regulatory or product-strategy reason, including the discontinuation of the Platform or a feature, with a notice period of ninety (90) days. In that case, the Customer receives a pro-rata refund of prepaid fees for the period after the termination date. That refund and the contractual export and switching assistance constitute the sole remedies for this termination.

10.1.6. A shorter or immediate termination is permitted where continued service provision would be unlawful, would conflict with sanctions rules, would create a serious and not reasonably manageable security risk or becomes impossible due to the unexpected loss of an essential third-party service, provided that Zenjoy makes reasonable efforts to limit the consequences for the Customer. Article 10.1.5, second and third sentences, applies mutatis mutandis.

10.2 Data Act switching and export

10.2.1. This article gives effect to articles 23 to 30 of Regulation (EU) 2023/2854 (the “Data Act”). The Customer may request Zenjoy via help@zenjoy.be to: (i) switch to another provider of data processing services; (ii) switch to its own ICT infrastructure; or (iii) have its exportable data and portable digital assets erased.

10.2.2. The notice period before the start of the switching process is a maximum of thirty (30) days from a sufficiently complete request. Thereafter, the standard transition period is a maximum of thirty (30) calendar days. Zenjoy provides reasonable assistance, maintains the contractual service provision and an appropriate level of security during that period and informs the Customer of known continuity risks.

10.2.3. If the transition cannot technically be completed within thirty (30) calendar days, Zenjoy states its reasons within fourteen (14) working days after the request and proposes an alternative transition period of a maximum of seven (7) months. The Customer may extend the transition period once by a period it considers appropriate.

10.2.4. The portable categories exhaustively comprise, to the extent that they exist for the account and the Customer holds rights of use in them:

• database data, records and associated customer metadata entered by or for the Customer;
• content, pages, products, categories, orders, customer and form data;
• files, media and theme assets uploaded by the Customer in their available original formats;
• account configurations, roles, rights, access rules and audit data available to the Customer;
• customer-specific scripts, Cloud Code and configuration that are owned by, or may be used independently by, the Customer; and
• other input and output data generated directly or indirectly through the use of the Services that qualify as exportable data under the Data Act.

10.2.5. Excluded are only Nimbu source code, generic software, internal operational telemetry, internal security information, generic Nimbu data models, generic schemas and other internal models that form part of the operation or architecture of the Platform, know-how and data or assets of Zenjoy or third parties protected by intellectual property rights or trade secrets, to the extent that such exclusion does not prevent or delay the switching process. Customer-specific content models and configuration remain exportable in accordance with article 10.2.4. Zenjoy does not guarantee that another service will reproduce Nimbu-specific functionality identically.

10.2.6. Available export methods include CSV/Excel for supported overviews, REST API, a complete JSON dump on request, direct transfer to a MongoDB or PostgreSQL database designated by the Customer and download of files and theme assets in the available original formats. The technical structures, formats, standards and known limitations, as well as the information on infrastructure jurisdiction and measures against unlawful international governmental access referred to in article 28 of the Data Act, are kept up to date in the online data export register at https://www.nimbu.io/data-portability.

10.2.7. Zenjoy charges no switching or egress fee for the standard export and reasonable assistance under this article. Optional conversion, development, import at the new provider or other professional migration services outside the standard process may be charged only after a separate quotation. Article 10.2.14 applies to the fees during the switching process; article 3.4 applies to the proportionate early termination fee.

10.2.8. The Agreement ends upon successful completion of the switching process or, where the Customer requests erasure only, after the notice period. Zenjoy confirms the termination. After the transition period, the exportable data and digital assets remain securely available for retrieval for at least thirty (30) calendar days, unless the Customer expressly requests a longer period and Zenjoy agrees to it.

10.2.9. After the retrieval period, Zenjoy deletes the exportable data and digital assets generated directly by or for the Customer from the active systems within thirty (30) days. In accordance with article 25(2)(h) of the Data Act, the Parties agree an alternative maximum deletion period for residual copies in backups made before that deletion. For each residual copy, that period ends upon expiry of the documented backup cycle and no later than twelve (12) months after the end of the retrieval period; the residual copy is then irrevocably deleted, overwritten or rendered inaccessible. Where technically applicable, Zenjoy may render residual copies irrevocably inaccessible earlier by destroying individual encryption keys. Any retention obligation under Union law or Belgian law remains reserved.

10.2.10. Until their final deletion, residual copies remain encrypted and logically isolated. They are not used for operational or other purposes and are accessed only where necessary for emergency recovery. When Zenjoy restores a backup, it re-applies all deletions carried out since its creation before the restored environment is used operationally or a new backup is made. Deleted active data is not included in new backups. On request, Zenjoy first confirms the deletion from the active systems and later the final deletion from the applicable backup cycle.

10.2.11. Cooperation of the Customer. The Customer cooperates in good faith and in a timely manner with the switching, designates an authorised technical contact person, provides complete and correct destination and security information, ensures a securely reachable destination and carries out the necessary tests and validations. Delay that is principally the result of missing or late cooperation by the Customer extends the relevant periods proportionately and does not constitute a breach by Zenjoy.

10.2.12. Export methods and destination. Direct database transfer and other technical transfer methods are carried out only to the extent that they are technically available, proportionate and securely feasible for the account concerned. Zenjoy may refuse an insecure, incompatible or insufficiently documented destination and offer another available export method instead. Zenjoy is not responsible for the import, mapping, processing, security or functional operation at the destination.

10.2.13. Completion of the switching process. The switching process is deemed successfully completed as soon as Zenjoy has securely made available the agreed export files or has carried out the agreed transfer and the Customer is reasonably able to retrieve the exportable data and digital assets. The Customer reports, within ten (10) working days, only concrete, reproducible and material incompletenesses or defects. In the absence of such a timely report, the switching is deemed accepted and completed. Successful completion does not require functional equivalence with Nimbu, nor a successful import or implementation at the destination.

10.2.14. Fees during switching. The ordinary subscription and service fees remain due pro rata during the notice period, the transition period and any extension thereof requested by the Customer. These amounts are standard fees for the continued Services and not switching charges within the meaning of the Data Act. If a fixed-term agreement with a Business ends before its expiry date for a reason not attributable to Zenjoy, only the proportionate early termination fee of article 3.4 applies. That fee is not part of the switching process and is not a switching charge within the meaning of the Data Act.

11. Indemnification

11.1. The Customer shall indemnify Zenjoy and its directors, employees and auxiliary persons against third-party claims and regulatory investigations based on or arising from: (a) Customer materials, customer content or illegal or infringing content; (b) instructions, configurations or acts of the Customer or its Users; (c) any processing without an adequate legal basis, transparency or consent; (d) products or services that the Customer offers or sells through the Platform, including information, consumer, tax, payment, delivery, return, warranty and product-safety obligations; (e) an integration with a third-party service chosen or managed by the Customer; or (f) any use of the Services in breach of this Agreement or applicable law. The indemnity covers reasonable external defence costs, regardless of whether the claim ultimately proves to be founded in whole or in part, and also covers, to the extent legally recoverable and subject to compliance with article 11.2, settlement, judgment and penalty amounts due. The indemnity applies only to the extent that the claim, the investigation, the costs or the damage are attributable to the Customer. It is reduced proportionally to the extent that these also result from a shortcoming attributable to Zenjoy.

11.2. The indemnified Party shall notify a claim without unreasonable delay. Subject to the special arrangement in article 11.3, the indemnifying Party may conduct the defence with reasonably acceptable counsel. The indemnified Party may participate in the defence at its own expense. It may take over the defence in whole or in part where the indemnifying Party fails to defend the claim in a timely and diligent manner or where the claim may affect the reputation, permits, security or material non-monetary interests of the indemnified Party. In that case the reasonable external defence costs remain covered by the indemnity to the extent that they are reasonably necessary and arise from the indemnified matter; additional expenditure resulting solely from the indemnified Party’s own strategic choices remains for its own account. No settlement may, without the prior written consent of the indemnified Party, impose on it any admission, payment, conduct obligation or restriction. The same procedure applies where Zenjoy provides an indemnity.

11.3. Zenjoy shall indemnify the Customer against founded claims that the unmodified Nimbu platform, when used in accordance with the contract, infringes third-party intellectual property rights. Zenjoy may, at its own option, obtain the right of use, replace or modify the component concerned, or — if no reasonable solution exists — terminate the Service concerned with a refund of the prepaid portion. This indemnity is the Customer’s sole and exclusive remedy for intellectual property claims concerning the Platform. It does not apply to claims caused by Customer materials, customer specifications, modifications or combinations not made or prescribed by Zenjoy, use in breach of the Agreement, the continued use of an outdated version after a non-infringing update was reasonably made available, or separately licensed third-party components. By way of derogation from article 11.2, Zenjoy has sole control over the defence and settlement of a claim to which this article applies, provided that it does not, without the Customer’s consent, enter into any settlement that imposes on the Customer an admission or a non-monetary obligation. Article 9.6 applies.

12. Confidentiality

12.1. Each Party shall keep all non-public technical, commercial, financial, legal and organisational information it receives in connection with the Agreement (“Confidential Information”) strictly confidential and use it solely for the performance of the Agreement.

12.2. The following are in any event Confidential Information of Zenjoy, even without marking: the source and object code, architecture, technical documentation, non-public API information, security measures, audit information, vulnerabilities, credentials, roadmaps, pricing and discount arrangements, quotations, methods, models, know-how and trade secrets relating to Nimbu. Customer data and the Customer’s non-public business information are Confidential Information of the Customer.

12.3. The receiving Party may disclose Confidential Information only to employees, professional advisers and subcontractors who reasonably need this information for the performance of the Agreement and who are bound by confidentiality obligations at least equivalent. The receiving Party remains responsible for their compliance.

12.4. The obligation does not apply to information for which the receiving Party demonstrates that it was or became lawfully public without breach of this article, was already lawfully known without a confidentiality obligation, was independently developed or was lawfully obtained from a third party. In the event of a disclosure required by law or by a court, the other Party shall, to the extent permitted, be informed in advance and the disclosure shall be limited to what is strictly required.

12.5. On request or at the end of the Agreement, Confidential Information shall be returned or deleted, except for copies that must be retained by law and secured backups to which the contractual deletion procedure continues to apply. The confidentiality obligation applies for the duration of the Agreement and for five (5) years thereafter; for trade secrets, source code and security information, for as long as the information retains its confidential character. For personal data, the DPA prevails.

12.6. A breach of article 7 or of this article 12 may cause irreparable harm. Zenjoy therefore retains, in addition to compensation for the damage proven in accordance with the applicable law, the right to demand without delay cessation, removal, return, destruction and any other appropriate interim or definitive measure.

13. Force majeure and change of circumstances

13.1. Zenjoy is not liable for delay or non-performance caused by an event beyond its reasonable control which, despite appropriate precautions, it could not reasonably avoid or overcome, including large-scale internet, telecom, energy or data-centre outages, DDoS attacks, zero-day vulnerabilities, war, terrorism, government measures, sanctions, natural disasters, epidemics, general labour disputes and failures of essential suppliers that are not due to an attributable shortcoming in Zenjoy’s supplier selection or continuity measures. The same applies reciprocally to the Customer, with the exception of payment obligations.

13.2. The affected obligations are suspended for the duration of the force majeure. Payment obligations for Services already delivered or remaining available are not suspended. Either Party may terminate the permanently affected Service where the force majeure continues uninterrupted for more than sixty (60) days; prepaid fees for the period after termination shall be refunded pro rata.

13.3. Where unforeseen circumstances make performance excessively burdensome for a Party within the meaning of article 5.74 of the Civil Code, the Parties shall first seek a renegotiation in good faith. If that renegotiation does not lead to an agreement within thirty (30) days, either Party may terminate the affected Service with a notice period of sixty (60) days. Between Businesses, this contractual arrangement replaces the right to ask the court to adapt the Agreement during the renegotiation. Mandatory rights of Consumers remain unaffected.

14. Professional Services and Work Orders

14.1. Professional Services are exclusively the implementation, configuration, design, development, integration, migration, conversion, data-mapping and consultancy services that relate directly to Nimbu, a Nimbu account or a Nimbu implementation and that Zenjoy provides in addition to the Services. A Plan, including a Custom plan, does not in itself include any Professional Services or any commitment to develop new or customer-specific functionality. Professional Services are performed exclusively on the basis of a Work Order that states at least the scope, deliverables, exclusions, planning, customer dependencies, the pricing model, the acceptance criteria and the applicable intellectual property arrangement.

14.2. An estimate on a time-and-materials basis is not a fixed price. In that case Zenjoy invoices the time actually spent and the costs actually incurred. A fixed price applies only to the expressly described scope and the assumptions stated in the Work Order.

14.3. The Customer shall provide in good time all information, access, content, decisions, test results and approvals that Zenjoy reasonably requires. Any delay or inaccuracy on the Customer’s side extends the planning at least proportionally and entitles Zenjoy to compensation for the resulting additional work and costs.

14.4. Changes to scope, functionality, integrations, planning or acceptance criteria are implemented only after a written change request. Zenjoy is not obliged to perform additional work before an agreement on impact, price and planning.

14.5. The Customer shall test a deliverable within ten (10) working days of delivery against the express acceptance criteria. A rejection must be substantiated in writing and in sufficient detail within that period. A deliverable is deemed accepted where no timely substantiated rejection is received, where it is used in production or where the Customer makes it available to third parties. In the event of a timely and well-founded rejection, Zenjoy shall remedy the demonstrable deviation from the acceptance criteria within a reasonable period. Re-performance or remedy is the sole remedy for a non-accepted deliverable, without prejudice to the termination right under article 10.1.1 in the event of a serious shortcoming.

14.6. Project schedules and delivery dates are target dates, unless a Work Order expressly qualifies a specific milestone as an obligation of result.

14.7. In the event of cancellation or reduction of a Work Order by the Customer, all work already performed, external commitments entered into and demonstrably reserved capacity are payable, plus the reasonable cancellation fee specified in the Work Order.

14.8. Article 7 governs the intellectual property in deliverables; a transfer takes place exclusively in accordance with article 7.6. The liability arrangement of article 9 applies in full to Professional Services; the fees paid for the Work Order concerned count towards the cap of article 9.5 for claims relating to that Work Order.

15. Customer responsibilities, third-party services and permitted use

15.1. E-commerce and own offering. Vis-à-vis its end customers, the Customer is the seller or service provider of everything it offers or sells through the Platform. The Customer is itself responsible for its products, prices, discounts and product information, the applicable taxes and VAT, its general terms and conditions, consumer information and withdrawal rights, shipping, returns, warranty and customer service, and for chargebacks and payment fraud. The Customer engages payment providers directly under its own agreement. Zenjoy and Nimbu do not act as seller, merchant of record or payment service provider and are not presented as such.

15.2. Security on the Customer side. The Customer shall secure its own endpoints, Users and authentication means, activate available security options such as multi-factor authentication, periodically review the roles and permissions granted and report security incidents relating to its account immediately via help@zenjoy.be. The Customer shall not store secrets or credentials in source code or publicly accessible fields and shall not introduce production data into non-approved integrations or environments.

15.3. No security testing without agreement. The Customer shall not perform, or have performed, any penetration test, vulnerability scan, load or stress test on the Platform or Zenjoy’s infrastructure without Zenjoy’s prior written agreement on scope, timing and conditions.

15.4. Third-party services and integrations. Integrations and services of third parties are subject to those third parties’ own terms. Zenjoy does not control and does not guarantee their availability, policies, prices or APIs. Zenjoy may replace, modify or discontinue an integration or third-party functionality where the third-party service changes or where this is technically or legally necessary, and shall where reasonably possible apply a reasonable deprecation period. Transactional e-mail delivery means submission for delivery and is no guarantee of inbox placement.

15.5. Open source. The Platform may contain open-source components that are subject to their own licences. Those licences do not limit the Customer’s rights under this Agreement, but may contain additional rights or obligations for the components concerned.

15.6. Preview and beta features. Features designated as preview, beta or experimental are offered as they are, without SLA or production warranty, and may be modified or discontinued. Zenjoy’s liability for such features is limited to the non-excludable cases of article 9.9.

15.7. Sanctions, export control and high-risk use. The Customer shall not use the Platform in breach of sanctions or export-control rules, not for prohibited weapons, malware or illegal surveillance, and not for critical systems whose failure directly threatens the life or physical integrity of persons. The Platform shall not be used as the sole or decisive system for medical, aviation, nuclear or other safety-critical decisions without a separate written agreement.

16. General provisions and order of precedence

16.1. In the event of conflict, the contract documents have the following order of precedence:

• the DPA, exclusively for matters concerning the processing of personal data on behalf of the Customer;
• an expressly signed individual quotation, Work Order or Custom annex, within the limits set out below;
• Annex 1, exclusively for specific Plan features, prices, volumes and measurement methods;
• this Agreement; and
• the Terms of Use for platform users, exclusively for the personal usage obligations of a User.

An individual quotation, Work Order or Custom annex prevails exclusively for the scope, deliverables, volumes, price, invoicing, planning and acceptance criteria expressly described therein. It derogates from another provision of the contract documents only if it: (a) expressly mentions the article number concerned; (b) clearly states that it derogates from that article; and (c) has been signed by a director authorised for that purpose or an expressly authorised representative of Zenjoy. No quotation, work order, purchase order, e-mail or other commercial communication modifies the provisions on intellectual property, liability, indemnification, confidentiality, data protection, security, switching or applicable law without such an express article-specific derogation.

The current sub-processor list and the data export and switching register supplement the contract documents exclusively within their respective subject matter. They do not modify or limit any rights or obligations under this Agreement or the DPA. In the event of conflict, the DPA prevails for the sub-processor list and this Agreement prevails for the data export and switching register.

Changes to the sub-processor list take effect exclusively in accordance with article 6 of the DPA. Operational and technical details in the switching register may be kept up to date; the version applicable at the time of a switching request may not reduce the agreed export categories, the statutory switching rights or the level of protection. Zenjoy archives every version with date and version identifier.

16.2. Zenjoy may amend this Agreement during a Term only where this is reasonably necessary due to legislation, security, technical necessity or a functional evolution and the amendment does not manifestly disturb the contractual balance. A material adverse amendment shall be communicated with reasons at least thirty (30) days in advance. The Customer may terminate free of charge before it takes effect; a Business shall in that case receive a pro-rata refund if the amendment takes effect during a prepaid Term.

16.3. For a Consumer, a digital service shall during the Term be modified beyond what is necessary for conformity only where the law permits this, the Agreement contains a valid reason for it, no additional cost is charged and the Consumer is clearly informed. In the event of a more than minor negative impact, the Consumer has the statutory right to terminate free of charge. Price changes take place exclusively in accordance with article 4.

16.4. Merely editorial, administrative or Customer-favourable amendments may be communicated without new acceptance. A new version shall be made permanently available. Material amendments to the personal Terms of Use shall be accepted separately by the User.

16.5. If a provision is wholly or partly invalid, the remainder of the Agreement continues to apply insofar as it can survive without the invalid part. A court may moderate or replace a non-mandatory clause insofar as the law permits; an unlawful consumer or B2B clause shall be dealt with in accordance with the applicable statutory sanction.

16.6. The non-exercise of a right does not constitute a waiver. Assignment by the Customer requires prior written consent, which shall not be unreasonably withheld. Zenjoy may assign the Agreement in the context of a transfer of its business or Nimbu activity, subject to continuity of the obligations and prior notification; a Consumer retains its mandatory rights.

16.7. Notices are given via the e-mail registered in the account, the admin environment or help@zenjoy.be. The Customer shall keep its contact details up to date.

16.8. The contract documents constitute the entire agreement between the Parties on their subject matter and replace earlier proposals, demonstrations, statements and communications relating thereto. A Business acknowledges that it does not rely on warranties or commitments not expressly included in a contract document; product roadmaps, demos, marketing information and forward-looking statements are not binding. Mandatory pre-contractual information obligations, in particular towards Consumers, remain fully applicable.

16.9. After the end of the Agreement, the provisions that by their nature must survive continue to apply, including outstanding payment obligations, intellectual property (article 7), liability (article 9), indemnification (article 11), confidentiality (article 12), evidence, data retention and deletion (article 10.2 and the DPA) and applicable law and disputes (article 17).

16.10. Where these contract documents are offered in several languages, the Dutch version prevails between Businesses. Mandatory language and transparency rules towards Consumers remain unaffected.

17. Applicable law and disputes

17.1. Belgian law applies.

17.2. The Parties shall first attempt to resolve a complaint via help@zenjoy.be. Zenjoy shall acknowledge a complaint and handle it within a reasonable period.

17.3. For disputes with a Business, the competent courts of the judicial district of Leuven have exclusive jurisdiction. For a Consumer, this choice of forum applies only insofar as it does not prejudice mandatory Belgian or European jurisdiction rules.

Electronic acceptance

Upon the click-through, the Account Owner separately confirms:

• that they have correctly identified the Customer and themselves;
• that they are authorised to bind the Customer or to act on their own behalf;
• the applicable capacity of Business/Consumer;
• that they have been able to download, and accept, this Agreement, Annex 1 and, where applicable, the DPA; and
• where the Customer is a Consumer and wishes immediate continuation during the withdrawal period: the express request to provide the Services during that period and the legal consequences thereof.

Annex 1 — Pricing Table Nimbu

The separate Pricing Table, version 3.2 of 27 July 2026, forms an integral part of this Agreement.

Annex 2 — Model withdrawal form

Complete and return this form only if you, as a Consumer, wish to withdraw from the Agreement.

To: Zenjoy BV, Blijde Inkomststraat 22, 3000 Leuven — help@zenjoy.be

I hereby give notice that I withdraw from our agreement concerning the provision of Nimbu services.

• Name of Consumer:
• Address of Consumer:
• Nimbu account or website:
• Date on which the Agreement was concluded:
• Date:
• Signature (only if this form is submitted on paper):