Zetadocs Expenses - Terms and Conditions
- Definitions and interpretation
- Agreement and Term
- The Platform
- Support services
- Uptime commitment
- Back-up and restoration
- Scheduled maintenance and upgrades
- Customer Materials
- Trial period
- Limitations and exclusions of liability
- Data protection
- Effects of termination
- Schedule 1: Statement of Services
Terms and Conditions
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our Zetadocs Expenses platform and services. You will be asked to agree to these terms and conditions before becoming a customer.
You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.
If you have any questions or complaints about our services, please contact us by email to email@example.com
1.1 In the Agreement:
"Agreement" means the agreement between Provider and Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Statement of Services), and any amendments to the Agreement from time to time;
"Business Day" means any week day, other than a bank or public holiday in England
"Business Hours" means between 09:00 and 17:30 London time on a Business Day;
"Charges" means the amounts payable by Customer to Reseller under or in relation to the Agreement (as set out in Clause 10);
"Customer" means Customer specified in the Statement of Services;
"Customer Confidential Information" means
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by Customer to Provider during the Term that is marked as "confidential", described as "confidential" or should clearly have been understood by Provider at the time of disclosure to be confidential; and
(b) Customer Materials;
"Customer Materials" all works and materials
(a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of Customer or by any person or application or automated system using Customer's account; and
(b) otherwise provided by Customer to Provider in connection with the Agreement;
"Documentation" means the documentation produced by Provider and made available on the Platform to Customer specifying how the Platform should be used;
"Effective Date" means the date that the Agreement comes into force as specified in Clause 2;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade-marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Minimum Term" means the period specified as such in the Statement of Services;
"Minimum User Level" least number of users licenced to use the Platform as specified in the Statement of Services;
"Permitted Purpose" means the expense management;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the software platform known as Zetadocs Expenses that is owned and operated by Provider, and that will be made available to Customer as a service via the internet under the Agreement;
"Provider" means Equisys Ltd a company incorporated in England and Wales (registration number 2120744 having its registered office at 32 Southwark Bridge Road, London, SE1 9EU;
"Reseller" means a company authorised by Provider to sell Platform and other Provider software products and associated services to end user customers;
"Schedule" means a schedule attached to the Agreement;
"Services" means all the services provided or to be provided by Provider to Customer under the Agreement, including the Support Services;
"Statement of Services" means the document agreed between the parties that specifies the identity of Customer, and other matters relating to the Agreement;
"Support Services" means support and maintenance services provided or to be provided by Provider to Customer in accordance with Clause 4;
"Term" means the term of the Agreement; and
"Upgrades" means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
The Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and indefinitely thereafter unless terminated in accordance with Clause 16.
3.1. Provider will make available the Platform to Customer by setting up an account for Customer on the Platform, and providing to Customer login details for that account within 5 Business Days following the Effective Date.
3.2. Subject to the limitations and prohibitions set out in this Clause 3, Provider hereby grants to Customer a non-exclusive licence to use the Platform for the Permitted Purpose in accordance with the Documentation during the Term.
3.3. Customer will set up named users within the Platform and the named users must not initially exceed the number of users specified in the Statement of Services, except that Customer may add or remove user licences in accordance with the procedure set out therein.
3.4. Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by Provider to Customer under this Clause 3 is subject to the following prohibitions:
(a) Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;
(b) Customer must not frame or otherwise re-publish or re-distribute the Platform; and
(c) Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation.
3.5. For the avoidance of doubt, Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6. All Intellectual Property Rights in the Platform shall be the exclusive property of Provider.
3.7. Customer shall use reasonable endeavours to ensure that no unauthorised person will or could access the Platform using Customer's account.
4.1. During the Term Reseller will provide first level Support Services to Customer. Provider will provide second level Support Services to Reseller and may apply Upgrades to the Platform, in accordance with Clause 7.
4.2. Customer must make all requests for Support Services through Reseller. Provider will make available on Business Days and during Business Hours, a telephone and email helpdesk facility for second line support to Reseller .
4.3. Provider will use reasonable endeavours to:
(a) respond in English to requests for Support Services by the end of the next UK Business Day.; and
(b) resolve issues raised by Reseller on behalf of Customer, as quickly as possible. Should the call not be resolved within two weeks of first contact the request will be escalated. Escalated requests are contacted with a progress report every fortnight should the problem have taken longer than that to resolve.
4.4. All Support Services will be provided remotely unless expressly agreed otherwise by Provider.
4.5. Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:
(a) the improper use of the Platform; or
(b) the use of the Platform otherwise than in accordance with the Documentation.
4.6. Provider may sub-contract the provision of any of the Support Services without obtaining the consent of Customer.
5.1. Provider shall use reasonable endeavours on Business Days and during Business Hours to ensure that the Platform is available 99% of the time during each calendar month, subject to Clause 7.
5.2. Platform uptime shall be calculated based upon a Business Day within Customer's territory.
5.3. In the event that, during a calendar month entirely within the Term, the Platform fails to meet the availability commitment set out in Clause 5.1 then Provider shall issue credits against future Charges.
5.4. The credits referred to in Clause 5.3 and due in respect of a calendar month shall be calculated as the percentage of time for which the platform is unavailable * the Charges payable in respect of access to the Platform during the relevant calendar month.
5.5. Subject to Clause 13, the award of service credits under this Clause 5 shall be the exclusive remedy of Customer in the case of a failure of Provider to meet the uptime commitment in Clause 5.1 except in the case of a failure constituting a material breach of the Agreement.
6.1. Provider will make back-ups of Customer Materials stored on the Platform on a daily basis, and will retain such back-ups for at least 7 days; and
(a) at least once every 7 days, Provider will arrange for the off-site storage of a current back-up of Customer Materials stored on the Platform (which will be over-written on the following off-site back-up date).
(b) In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified to Provider, Provider shall if so directed by Customer use reasonable endeavours to restore Customer Materials from the most recent available back-up copy.
7.1. Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out outside Business Hours and such suspension to be for not more than 24 hours in each calendar month.
7.2. Provider must give to Customer and Reseller at least 3 days' written notice of scheduled maintenance, including full details of the expected Platform downtime.
7.3. Platform downtime during scheduled maintenance carried out by Provider in accordance with this Clause 7 shall not be counted as downtime for the purposes of Clause 5.
7.4. Customer acknowledges that from time to time during the Term Provider may apply Upgrades to the Platform, and that such Upgrades may result in changes to the appearance and/or functionality of the Platform.
8.1. Customer grants to Provider a non-exclusive licence to store, copy and otherwise use Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement and exercising its rights under the Agreement.
8.2. Subject to Clause 8.1, all Intellectual Property Rights in Customer Materials will remain, as between the parties, the property of Customer.
8.3. Customer warrants and represents to Provider that Customer Materials, and their use by Provider in accordance with the terms of the Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person's Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against Provider or Customer or any third party,
in each case in any jurisdiction and under any applicable law.
8.4. Where Provider reasonably suspects that there has been a breach by Customer of the provisions of this Clause 8, Provider may suspend any or all of the Services and/or Customer's access to the Platform while it investigates the matter.
8.5. Any breach by Customer of this Clause 8 will be deemed to be a material breach of the Agreement for the purposes of Clause 16.
8.6. Provider shall ensure that Customer Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of Provider.
8.7. Notwithstanding the provisions of this clause 8, Provider does not actively monitor content.
8.8. If Customer becomes aware of any material on the Platform that contravenes this clause 8, Customer must notify Provider within 5 Business Days.
9.1. Provider may offer limited period trials of Platform free of charge except that Provider or Reseller may charge for services necessary to implement the Platform, during which all of the provisions of this Agreement shall apply, save that either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period in which case no liability to pay any Charges in respect of Platform access or Provider Support Services will arise.
9.2. The Agreement will terminate at the end of the trial period.
10.1. Reseller will issue invoices for the Charges to Customer. Relevant terms will be independently agreed between Customer and Reseller. Separately and independently, Provider will invoice Reseller.
10.2. The Charges in respect of access to and use of the Platform shall be a variable Charge based on the number of active named users during a calendar quarter. A user shall be active if he has used the Platform within the previous quarter.
10.3. The charge for the first quarter shall be for an estimated number of active users and shall be pro-rated based on the number of days to the following quarter end.
10.4. Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by Customer to the Reseller under the Agreement are overdue by more than 30 days.
11.1. Customer warrants and represents to Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
11.2. Provider warrants and represents to Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Platform will perform substantially in accordance with the Documentation;
(d) that the Platform will be hosted in accordance with the requirements set out in the Statement of Services, and will be available to Customer in accordance with the uptime commitments given in Clause 5
(e) the Platform is and will remain free from viruses and other malicious software programs.
11.3. Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
(b) Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in the Documentation; and
(c) Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform.
11.4. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
12.1. Customer will indemnify and will keep indemnified Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by Provider and arising as a result of any breach by Customer of Clause 8.
12.2. Provider will indemnify and will keep indemnified Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by Customer and arising as a result of any breach by Provider of Clause 11.2.
13.1. Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
13.2. The limitations and exclusions of liability set out in this Clause 13 and elsewhere in the Agreement:
(a) are subject to Clause 13.1;
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
13.3. Provider will not be liable in respect of any loss of profits, income, revenue or anticipated savings.
13.4. Provider will not be liable for any loss of or damage to goodwill or reputation.
13.5. Neither party will be liable in respect of any special, indirect or consequential loss or damage.
13.6. Neither party will be liable for any losses arising out of a Force Majeure Event.
13.7. Provider's liability in relation to any event or series of related events will not exceed the total amount paid and payable by Customer for access to and use of the Platform under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.
13.8. Provider's aggregate liability under the Agreement and any collateral contracts will not exceed the total amount paid and payable by Customer for access to and use of the Platform under the Agreement.
14.1. Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Provider under or in connection with the Agreement.
14.2. Provider warrants that:
(a) it will act only on instructions from Customer in relation to the processing of any Personal Data performed by Provider on behalf of Customer; and
(b) it has in place appropriate measures against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by Provider on behalf of Customer.
15.1. Provider will:
(a) keep confidential and not disclose Customer Confidential Information to any person save as
expressly permitted by this Clause 15;
(b) protect Customer Confidential Information against unauthorised disclosure by at least a reasonable degree of care.
15.2. Customer Confidential Information may be disclosed by Provider to its officers, employees, agents and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of Customer Confidential Information disclosed.
15.3. The obligations set out in this Clause 15 shall not apply to:
(a) Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of Provider prior to disclosure by Customer;
(c) Customer Confidential Information that is received by Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.
16.1. Customer may terminate the Agreement by giving at least 30 days' written notice of termination to Provider and Reseller, expiring at any time after the end of the Minimum Term.
16.2. If Provider stops or makes a good faith decision to stop operating the Platform generally, then Provider may terminate the Agreement by giving at least 90 days' written notice of termination to Customer.
16.3. Provider may terminate the Agreement immediately by giving written notice of termination to Customer where Customer fails to pay any amount due to be paid under the Agreement within 30 days of the due date.
16.4. Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
16.5. Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party
is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
17.1. Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 12, 13, 15, 17 and 19.
17.2. Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.
17.3. Subject to Clause (a) , for a period of 60 days following the termination of the Agreement, Provider will:
(a) allow read only access to Customer to the Platform for the purpose of archiving their approval history; and
(b) at the end of this period, irrevocably delete from the Platform all Customer Confidential Information and Customer Materials.
(a) Provider may retain any document (including any electronic document) containing Customer Confidential Information or Customer Materials after the termination of the Agreement if Provider is obliged to retain such document by any law or regulation or other rule enforceable against Provider.
18.1. Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by recorded signed-for post or email with acknowledgement of reading and to the relevant address or email address given below, or as notified by one party to the other in accordance with this Clause.
The Zetadocs Product Manager, Equisys Ltd, 32 Southwark Bridge Road, London SE1 9EU, UK, and
email address: firstname.lastname@example.org
The addressee, address and email notified separately by Customer or Reseller to Provider.
18.2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and
(c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
19.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
19.2. Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
19.3. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
19.4. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
19.5. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
19.6. Subject to Clause 13.1:
(a) the Agreement and the acceptable use policy referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
19.7. The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
Zetadocs Software Services
Thank you for purchasing the following Zetadocs Software Service(s) which will be made available to the Customer as the Platform under the terms of the Agreement:
The Platform is for use only by the Customer:
<Customer company name>
The Minimum Term shall be the period of one year commencing on:
<1 March 2020>
The licensed average number of Active Users each calendar month over the course of a year is:
Upgrades and Support
The provision of Upgrades and Support Services is included with the Platform; some enhancements may only be available at extra charge.
For help and support, please contact your local Equisys office:
Thank you for your custom. We hope you enjoy using our products, and find them of value to you and your company.