Alpha Technologies LLP (trading as ZOOPHR.com) Terms and Conditions for business to business ZOOPHR offering.
1.1 The following definitions apply in these terms and conditions.
Your employees, agents and independent contractors you authorised by you to receive the Services and the Documentation;
the document made available to you online via [website address/app address]or such other web address notified to you from time to time which sets out a description of the Services and user instructions for the Services;
the fees payable by you for the Services;
Normal Business Hours
9.00 am to 5.00 pm local UK time, each Monday to Friday (but excluding English bank holidays);
the [online] document which details the Services, the term, the Fees and other details specific to the Services that you have agreed to purchase;
the subscription services provided by us subject to these terms and conditions, as set out on our website;
means the software proprietary to us or our licensee used to provide the Services;
has the meaning given in these terms and conditions;
any data inputted by you, any of your Authorised Users, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services;
2. Provision of the Services and User Subscriptions
2.1 Subject to you purchasing the User Subscriptions and subject to these terms and conditions, we hereby grant to you a non-exclusive, non-transferable right to permit Authorised Users to use the Services and the Documentation during the Subscription Term solely for your own internal business operations.
2.2 In relation to the Authorised Users, you undertake that:
2.2.1 the maximum number of Authorised Users that are authorised to access and use the Services and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;
2.2.2 you will not allow or suffer any User Subscription to be used by more than one individual Authorised User, unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.3 each Authorised User shall keep a secure password for his use of the Services and Documentation;
2.2.4 you shall permit us to audit the Services in order to establish the number of Authorised Users is in compliance with these terms and conditions and that audit may include confirming the name and log in details of each Authorised User (ensuring that the person is authorised to log in and that multiple individuals are not logging in under any Authorised User access);
2.2.5 if any of the audits reveal that any password has been provided to any individual who is not an Authorised User or if there are Authorised Users beyond the number permitted, then, without prejudice to any other rights that we may have, you shall promptly disable such passwords and shall not issue any new passwords to any individuals other than strictly in accordance with these terms; and
2.2.6 if any of the audits reveal that you have underpaid Fees then, without prejudice to any other rights we may have, we shall be entitled to charge an amount equal to such underpayment as calculated in accordance with the prices set out on the website.
2.3 You shall not, and shall ensure that your Authorised Users shall not, access, store, distribute or transmit any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property including any software, virus, code, file or programme;
and we reserve the right, without liability or prejudice to our other rights, to disable access to any material that breaches the provisions of this clause.
2.4 You shall not:
2.4.1 use the Services and Documentation for any purpose other than for your own internal business purposes; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
2.4.4 attempt to reverse engineer or decompile the Software, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software and/or Documentation (as applicable) in any form or media or by any means.
2.5 In the event that you introduce any other company, business or enterprise to the Services and that company, business or enterprise enters into a subscription agreement with us for the Services, directly as a result of your introduction of the Service to them (and provided that such company, business or enterprise has not already been introduced by any other means), following payment by such company, business or enterprise under its subscription agreement, we will pay to you an amount equal to 10% of the subscriptions which are received by us for the first 6 months of that agreement.
You may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number set out and when purchased we shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms and conditions.
4.1 We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to these terms and conditions.
4.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. Details of planned maintenance shall be made available on our website. Unplanned maintenance shall be carried out as necessary but we shall endeavour to minimise impact on your business.
4.3 We shall have no liability for the unavailability of the Service.
5.1 You shall own all right, title and interest in and to all of you Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Data.
5.3 If we process any personal data on your behalf when performing our obligations, you shall be the data controller and we shall be a data processor and in any such case:
5.3.1 you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations;
5.3.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may use, process and transfer the personal data on your behalf, including providing the Services to you;
5.3.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required; and
5.3.4 each party shall take appropriate technical and organisational measures to prevent unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.4 You are responsible for the use of any data provided to us or which results from the Services. In the event that any third party brings any claim against us in connection with the use of the data by us in the provision of the Service to you, or in connection with your receiving the Services (and using the output of the Services), you shall indemnify us against any such claim and hold us harmless against any liability in respect of any such claim.
In providing the Services, we may make use of third party providers including hosting providers. Delivery of the Services is subject to any terms and conditions that they may impose (in addition to these terms and conditions). Details of the third party terms are available on our website.
7.2 We shall not be liable for any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us. If the Services do not operate as stated we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly in order to provide you with an alternative means of accomplishing the desired performance. Such action constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, we:
7.2.1 do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your specific requirements; and
7.2.2 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. Compliance with Laws
8.1 You shall comply with all applicable laws and ensure that the Authorised Users use the Services and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s failure to do so.
9.2 Fees shall be payable in GBP (£) unless stated otherwise are non-cancellable and non-refundable and are exclusive of value added tax and all other applicable taxes, which shall be payable by you at the appropriate rate.
9.3 You shall pay the Subscription Fees to us for the User Subscriptions monthly in advance by direct debit to our bank account unless expressly specified otherwise.
9.4 If we have not received payment of any sum due to us on the due date for such payment, and without prejudice to any other rights and remedies, we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the payment in question remains unpaid.
10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, you are not granted any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, the Services or the Documentation.
10.2 We confirm that we have all the rights in relation to the Software, the Services and the Documentation that are necessary to grant the rights granted under, and in accordance with these terms and conditions.
10.3 We shall defend you against any claim that the Software, the Services or Documentation infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that we are given prompt notice of any such claim; you provide reasonable co-operation to us in the defence and settlement of such claim; and we are given sole authority to defend or settle the claim.
10.4 In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Services on 5 days’ notice to you without any additional to you.
10.5 In no event shall we be liable to you to the extent that the alleged infringement is based on:
10.5.1 a modification of the Services or Documentation by anyone other than us; or
10.5.2 your use of the Services or Documentation in a manner contrary to these terms and conditions.
11.1 This clause sets out our total liability to you:
11.1.1 arising under or in connection with the provision of the Services; and
11.1.2 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.
11.2.1 you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use; and
11.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded under these terms and conditions; and
11.2.3 the Services and the Documentation are provided to you on an “as is” basis.
11.3 Nothing excludes the liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
11.4.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the  months immediately preceding the date on which the claim arose.
12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 12.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; or
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract
13. Reference Site
You agree to be a reference site for any media releases or public announcements by us relating to the Service, including promotional or marketing material, and shall be co-ordinated with you and approved in writing by you prior to release and such approval will not unreasonably be withheld.
14. Term and termination
14.1 The provision of the Services shall, unless otherwise terminated in accordance with these terms and conditions, commence on the date set out and shall continue for the Subscription Term . Thereafter it shall continue until terminated by either party giving the other not less than 90 days’ notice of termination.
14.2 Without affecting any other right or remedy available to it, either party may terminate the Services with immediate effect by giving written notice to the other party if:
14.2.1 the other party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
14.2.2 the other party commits a material breach of any other term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
14.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent restructuring;
14.2.5 the other party has an administrator, an administrative receiver or a receiver appointed over its assets;
14.2.6 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above; or
14.2.7 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3 On termination of the Services for any reason:
14.3.1 all licences granted under these terms and conditions shall immediately terminate;
14.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
14.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach these terms and conditions which existed at or before the date of termination shall not be affected or prejudiced.
We shall have no liability to you under these terms and conditions if we are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control.
No variation of the Agreement or these terms and conditions shall be effective unless it is in writing and signed by the parties.
No failure or delay by a party to exercise any right or remedy provided under the Agreement or these terms and conditions or by law shall constitute a waiver of that or any other right or remedy,.
18.1 If any provision (or part of a provision) of the Agreement or these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.1 These terms and conditions are the only terms and conditions applicable to the delivery of the Services and supersede and replace any other terms and conditions.
19.2 Each of the parties acknowledges and agrees it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the Service and these terms and conditions.
20.1 Any notice required to be given under the Agreement or these terms and conditions shall be in writing and shall be delivered by hand, by post or sent by email.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by email shall be deemed to have been received when delivered.
Any dispute or claim arising out of or in connection with the Service shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have the exclusive jurisdiction.