License to Use and Access the Services
- Subject to your compliance with these Terms and Conditions, we grant you and applicable authorized users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access the Services only for the internal business purpose.
We give priority for protection of children while using the website. We do not sell any products or services to children. We do not knowingly collect any personal information from children under the age of 18. If you think that your child has provided personal information to us, you are suggested to contact us promptly and we will do our reasonable efforts to promptly remove such information from our accounts.
When you sign up on our website, you opt in to receive emails from us including any marketing and promotional emails. You may discontinue receiving such communications from us for any reason by clicking on “unsubscribe” link in your email communications or updating your preferences in your account section.
- We offer multiple plans (trial basis and chargeable) as such details are available on our website. You are suggested to check our website to obtain the complete pricing and feature details of each and very plan that we offer.
- Any Services provided on a trial basis will be provided without any warranty, service levels or support of any kind whatsoever. At the end of the trial period as that is offered under any applicable plan, you will be liable to pay any subscription fees unless you cancel the trial subscription by providing written notice to us 30 days prior to the end of applicable trial period. Notwithstanding the foregoing, any trial Services will be deemed to have been accepted by the customer from the moment that such Services are used in the production/real operating environment and you will be liable to pay for any applicable fees as per the plan.
- The pricing for each plan and use by you of such Services with respect to any plan will depend on the type of features, add-ons, limitations, usage limits and other factors as stated in the plan details and subject to any additional features availed by you.
- The permitted usage limits along with the permitted number of authorized users will be set in the plan so chosen by you.
- The customer shall be responsible for ensuring appropriate training of the authorized users including their adherence to any documentation provided by us and for ensuring authorized users compliance with these Terms and Conditions.
- You shall determine applicable configuration for the Software as per your needs which is important for the Services to function properly and objectives prior to putting the same into Production Use with our assistance if needed. We will not be responsible for any loss, damages, expenses incurred or sustained by you due to any modifications of the Software or features without our consent or assistance. Prior to putting the Software in Production Use, we will provide Technical Implementation Services which services are essential before putting any Services into Production Use.
- It is your responsibility to put in place appropriate hardware, modems, electronic communications network to effectively access the Services.
- We provide subscription plans on a recurring monthly, quarterly, or yearly payment basis.
- In consideration for the right to use the Services, you will pay us the subscription fees (“SAAS Services Fees” or “Fees”) and any charges for additional services rendered thereto. Additional services include without limitation technical implementation, consulting, training, custom developments, or any services provided on request.
- Fees for applicable subscription plans will be stated on our website. Your fees will depend on the applicable subscription plan chosen by you.
- All fees paid are non-refundable and subscription package is non-cancellable unless expressly stated otherwise or provided by applicable law.
- You will be charged any applicable taxes when you select the plan of your choice.
- You authorize us and any appropriate bank/financial institution to debit your bank account, and/or card account for the subscription charges. All the payments are managed by such third-party payment processor and we do not store or access your credit card or bank details. Any applicable terms and conditions of such a bank/financial institution will apply to you when you make any payments to us and you agree to comply with the same. We are not responsible for any additional bank/financial institution services charges, fees, or other charges billed to you for any financial transaction with us. All amounts due will be paid in UK Pounds. There may be currency exchange fluctuations and such applicable rates will be based on your agreement with your applicable financial institution/bank. We are not liable if your payment transaction cannot be accomplished due to any technical issues or limits imposed by bank/financial institution.
- Upon the commencement of each new subscription term, you shall pay the then-applicable subscription fees. We reserve the right to change the fees at the end of any applicable term and such modified fees will be reflected on our website or notified to you.
- Unless otherwise stated in the subscription plan, you shall pay all the fees in advance at the commencement of your applicable plan.
- In addition to any fees, if we incur any out-of-pocket travel and related expenses for performing any Services, you shall be responsible for payment of the same.
- We reserve the right to charge late payment interest as per the maximum permitted by law and recover all expenses of collection for any payment delinquency. Apart from exercising our other rights, we may suspend your access to Services in such cases and charge reactivation fees if thereafter you pay and request access to Services.
- Any charges for Maintenance Services are included in the SAAS Services Fees.
- Any Technical Implementation Services are chargeable and such costs are not included in the SAAS Services Fees and will be payable in addition to the Services fees. Such fees are chargeable even if any party terminates this Agreement during any trial period.
- We reserve the right to charge additional fees for any additional modules, features that you intend to avail after subscribing for a plan.
Rules and Restrictions
Your use and access of Services is subject to the following rules and restrictions:
- You shall not use the Services for any purposes forbidden under these Terms and Conditions or harmful to our interests.
- You shall not use the Services for any unlawful, illegal, immoral purposes.
- You shall not use the Services in any way that could impair, incapacitate, restrict, or overburden the Services or impose unduly heavy load on our infrastructure.
- You shall not use the Services so as to interfere with any other party’s use of the Services.
- You shall not interfere (or attempt to interfere or allow any third party to do so) with working or operation of the Services including any functions or activities thereon.
- You shall not bypass (or attempt to bypass or allow any third party to do so) any procedures or measures used by us in relation to the Services including without limitation procedures/measures relating to use of Services, rules related to registration and use of account, technological measures, billing rules, usage limits, or related such aspects.
- You shall not distribute API requests among numerous accounts or records.
- You shall not copy, decompile, reverse engineer, take apart, modify, prepare derivative works, distribute, transfer, or otherwise exploit the Services.
- You shall not remove any copyright, trademark registration, or other proprietary notices from the Services.
- You will not infringe or use any of our intellectual property rights for your own use or use of a third party.
- You will not transmit or introduce any kind of virus, malware, or harmful codes in the Services.
- You will not use any robot, or other automated processes to monitor or copy any content from the Services.
- You will not make available any content on the Services that is immoral, corrupt, illegal, banned, obscene, offensive, vulgar, abusive, defamatory, slanderous, harassing, distressing, demeaning, disparaging, misleading, anti-discriminatory, or racist or violating any party’s intellectual property rights or other proprietary rights.
- You shall only upload that content for which you are either the owner or have the necessary legal rights thereto.
- You shall use the Services in compliance with all applicable laws including export laws.
- You shall not violate the rights of any individuals/legal entities when using the Services.
- You are solely responsible and liable for any content that you make available on the Services.
- You shall identify and allocate the access rights of the authorized users correctly.
- You shall not increase the number of authorized users above the permitted number prescribed by us without our consent.
We reserve the right in our sole discretion, to monitor your use of the Services and suspend provision of Services and/or to modify or remove any of Your Content without any liability to you if you violate any terms and conditions herein.
- Excluding all Your Content, we or our licensors own all title, ownership rights, and intellectual property rights of all kind including without limitation copyright, patent, trademark, marks, logos, design rights in the Services including any Software, audio, video, text, content, and images therein and all derivates, improvements, enhancement thereof.
- Your use or access of the Services does not grant you any right or license to reproduce or otherwise use any of our intellectual property rights in the Services except as explicitly stated herein.
- You grant us and our affiliates, agents, representatives, and their respective successors and assigns, a worldwide, non-exclusive, royalty-free, sub-licensable, transferable, perpetual right to use, copy, replicate, alter, publish, transmit, disseminate, display, create derivative works from, such of Your Content as you may make available through the Services.
- You further agree to provide any attribution as and when requested or notified by us from time to time in the manner we specify.
Privacy and Information
- Which is deemed incorporated into these Terms and Conditions.
- We reserve the right to collect data, completely in an unidentified and statistical way relating to the use of your Services and to verify your compliance with these Terms and Conditions including ensuring security of the Software or Platform or for making any improvements thereto.
- Our Services may contain links to third-party websites or resources which are not part of us. We do not control, review, or monitor such sites (including any content therein) nor make any warranties concerning such sites. Your use of such third-party sites is at your own risk.
Non-Competition and Non-Solicitation
- During the term of these Terms and Conditions and for one (1) year thereafter following the expiration or termination of these Terms and Conditions, You shall not, without our prior written consent,
- develop, design, exploit or commercialize for your own benefit or for the benefit of any third parties, any Software, services, or product that is in direct competition with the Services or any part of the same provided herein.
- solicit, hire, engage, entice, or induce or attempt to do any of the foregoing with any employee, independent contractor, subcontractors, customer, or any prospective customer of us to terminate such employment or engagement or relationship with us.
- Each party may have access to Confidential Information of the other party in the course of performing its obligations hereunder. Confidential Information means either party’s proprietary information that is not in public domain whether marked as “confidential” or not. Confidential Information shall not include information that:
- is or becomes publicly known other than through any breach of the receiving party;
- is disclosed to the receiving party by a third party without restriction of confidentiality;
- was already known by the receiving party before disclosure by the disclosing party;
- is independently developed by the receiving party; or
- is required to be disclosed by applicable law.
- Each party shall hold the other party’s Confidential Information in strict confidence and, shall not make available the Confidential Information to any third party or use the Confidential Information for any purpose other than the purpose set forth in these Terms and Conditions.
- Each party shall protect the Confidential Information of the other party by using the same degree of care as the party uses to protect the confidential information of a like nature but no less than a reasonable degree of care to prevent any unauthorized disclosure or misuse of the Confidential Information.
- The receiving party shall only disclose the Confidential Information to those agents, representatives, or contractors who have a need-to-know and shall be required to protect it against unauthorized disclosure in a manner no less protective than required under these Terms and Conditions.
- The receiving party shall hold all Confidential Information in strict confidence and shall not sell, transfer, divulge such Confidential Information to any third party except on the prior written consent of the disclosing party.
- The receiving party may disclose Confidential Information as per any regulatory order, provided it either gives the disclosing party reasonable notice or obtains written assurance from the applicable regulatory authority that it will afford the Confidential Information the highest level of protection afforded under applicable law.
- You agree that our Confidential Information includes without limitation the description and any performance information about the Services.
- This clause shall survive termination or expiration of these Terms and Conditions for two (2) years, provided, however, that each party’s obligations shall survive in perpetuity for any Confidential Information that is a trade secret under applicable law.
Term and Termination
- The term of this Agreement will be as specified in the applicable subscription plan availed by you or if not specified will be for _______ months (“Term”). The initial term shall automatically renew as specified in your subscription package or if not specified will renew for successive __________ months periods (each a “Renewal Term”) unless either party delivers written notice of non-renewal to the other party at least thirty (30) days before the expiration of the then-current term. Unless otherwise specified, the Term commences from the utilization of the Software in the Production Use. The rights and obligations of the parties remain unmodified during any Renewal Term unless expressly provided otherwise in the Agreement.
- We reserve the right to modify, suspend or discontinue the Services any time including terminating these Terms and Conditions with or without notice and without any cause and without any liability to you.
- You may terminate these Terms and Conditions for convenience on thirty (30) days prior written notice to us.
- In the event of termination, your account will be disabled, all rights granted to you will cease and you will not be able to access and use the Services. You shall be liable to pay us any fees due for the Services.
For any paid services, we will provide the Services in a professional and workmanlike manner using commercially reasonable efforts. The service levels for the Services are 99.5% availability within one month. There may be different service levels for custom services or for any specific subscription plan availed by you. The availability rate specifically excludes (i) any interruptions that are outside of our control (ii) any scheduled notified Maintenance Services (iii) force majeure events including without limitation fire, floods, earthquake, lockdown, epidemics, hacker acts, acts of third parties or users and (iv) upgrade operations conducted by us. ALL THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, PERFORMANCE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR VIRUS-FREE OR BUG-FREE OR UNINTERRUPTED OR SECURE, OR THAT WE WILL CORRECT ALL ERRORS AND BUGS OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE SATISFACTORY OR SUITABLE FOR YOUR PURPOSE. THE SERVICES OFFERED TO YOU ARE STANDARD SERVICES DEVELOPED FOR ENTITIES OF MULTIPLE TYPES IN MULTIPLE INDUSTRIES. IT IS YOUR RESPONSIBILITY TO VERIFY THAT THE SERVICES YOU ARE SUBSCRIBING MEETS YOUR NEEDS AND OBJECTIVES. THE ACCESS AND USE OF SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAY, AND OTHER PROBLEMS ON THE NETWORK OR ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, TRANSMISSION FAILURES, OR ANY OTHER LOSS, LIABILITIES, CLAIMS RESULTING OR ARISING FROM THE TRANSFER OF YOUR CONTENT OVER ANY NETWORKS OR FACILITIES. WE DO NOT PROVIDE ANY WARRANTIES REGARDING ANY THIRD-PARTY SOFTWARE BEING COMBINED IN THE SERVICES.
You agree to defend, indemnify, and hold us, our affiliates, officers, directors, employees, agents, representatives, licensors, and consultants, and their permitted successors and assigns, harmless from and against any claims, damages, costs, liabilities, including without limitation, reasonable attorney fees, resulting or arising from your use of the Services or Your Content made available on the Services or your breach of any provision in these Terms and Conditions. This provision will survive termination or expiry of the Terms and Conditions.
You agree that any restrictive covenants herein are reasonable and any failure to comply with the same can result in gross loss to us. Therefore, in the event of your breach of the Terms and Conditions, we will be irreparably harmed and may not have an adequate remedy in money or damages and shall be entitled to an injunction against such a breach from any court of competent jurisdiction apart from exercising other remedies available at law.
Limitation of Liability
To the fullest extent permitted by applicable law, we, our affiliates, officers, directors, employees, agents, representatives, contractors, licensors, consultants, and their permitted successors and assigns shall not be liable for any indirect, punitive, special, consequential, or other damages of any kind or lost profits or lost business opportunities, loss of content or data arising out of or relating to these Terms and Conditions even if advised of the possibility of such damages. In no event shall our liability for all claims under these Terms and Conditions exceed the fees received from you by us during the last three (3) months prior to the date of claim.
We may engage any subcontractors for providing all or a part of the Services and by accepting these Terms and Conditions you give us your consent thereto.
Customer shall not assign this Agreement without our prior written consent.
Use of Customer reference
You expressly authorize us to use your name, trademark, logo as per your trademark usage guidelines for any commercial reference purposes inlcuding without limitation using on social media networks.
The Terms and Conditions shall be governed by the laws of England and Wales without regard to the conflicts of law principles thereof and you agree to submit to the exclusive jurisdiction of the English courts.
We will send you notice to the latest email address you provided to us. You may give notice to us at our contact details specified below.
We are not responsible for any delays or failures in performance from any cause beyond our control, including, but not limited to acts of God, changes to laws, embargoes, war, terrorist acts, acts or omissions of third-party service providers, lockdowns, epidemics, riots, earthquakes, fire, strikes, floods, adverse weather conditions, or acts of hackers or other users.
We may enter into any additional terms with you in relation to any specific subscription services including any custom services provided to you (“Additional Terms”). Such Additional Terms shall be deemed incorporated in these Terms and Conditions. In the case of any conflict between these Terms and Conditions and the Additional Terms, the Additional Terms shall prevail so far as to resolve the contradiction or conflict.
These Terms and Conditions constitute the entire agreement between you and us as to the subject matter stated herein.
10.1.If any provision of the Terms and Conditions is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
Your use, access or subscription of the Services shall not make you our employee, agent, partner, or joint venturer.
12.1.The rights and remedies of each party may be waived only by a specific written waiver. Delay in exercising or non-exercise of any right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.
13.1.These Terms and Conditions binds and benefit the parties and their respective permitted successors and assigns.
14.1.All provisions of the Terms and Conditions which by their nature should survive shall survive the termination or expiration of these Terms and Conditions.
Changes to the Terms and Conditions
15.1.We reserve the right to modify the Terms and Conditions as per our discretion at any time. If there are any material changes, as solely decided by us, we will promptly notify you by email. To the extent permitted by applicable law, your continued use, or access, of the Services constitutes your acceptance of such change(s).
Our Contact details are as under:
- Company Name: Zsah Ltd
- Company Reg No: 04403127
- Address: 15 Reece Mews, South Kensington, London SW7 3HE, United Kingdom
- Phone: +44 20 7060 6032
- Email: firstname.lastname@example.org