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Cloud service terms and conditions
TERMS AND CONDITIONS
Please read these Terms and Conditions carefully. All contracts that the Provider
may enter into from time to time for the provision of the Hosted Services shall be
governed by these Terms and Conditions, and the Provider will ask the Customer
for the Customer’s express acceptance of these Terms and Conditions using the
online account creation before providing any such services to the Customer.
1. Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and
Conditions:
“Account” means an account enabling a person or organisation to access and
use the Hosted Services, which covers all types of accounts created in the
Hosting Services;
“Agreement” means a contract made under these Terms and Conditions
between the Provider and the Customer;
“Billing Plan” means the selected usage plan which carries a financial cost
payable by the Customer to the Provider on a monthly basis, the plan is fixed
for a 1 month period from the date the Billing Period starts;
“Billing Period” means the calendar month period which commences on the
day that the tenancy was registered, or other date if the Provider agrees in
writing;
“Business Day” means any weekday other than a bank or public holiday in
England;
“Business Hours” means the hours of 09:30 to 17:30 GMT/BST on a
Business Day;
“Charges” means the amounts specified in the selected current billing plan,
plus any additional charges incurred through usage which exceeds the billing
plan allowance, plus and any selected additional services;
“Customer” means the person or entity identified as such in the Services
Order Form;
“Customer Data” means all data and files: uploaded to or stored on the
Platform by the Customer; transmitted by the Platform at the instigation of
the Customer; supplied by the Customer to the Provider for uploading to,
transmission by or storage on the Platform; or generated by the Platform as a
result of the use of the Hosted Services by the Customer (but excluding
analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by
the Provider on behalf of the Customer in relation to the Agreement, but
excluding account user personal data (names, email addresses, postal
addresses, Customer Account bank account) with respect to which the
Provider is a data controller;
“Data Protection Laws” means all applicable laws relating to the processing
of Personal Data including, while it is in force and applicable to Customer
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Personal Data, the General Data Protection Regulation (Regulation (EU)
2016/679);
“Documentation” means the documentation for the Hosted Services
produced by the Provider and delivered or made available by the Provider to
the Customer;
“Effective Date” means following the Customer completing and submitting
the online Services Order Form published by the Provider on the Provider’s
website, the date upon which the Provider sends to the Customer an order
confirmation;
“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
the internet or any public telecommunications network, hacker attacks, denial
of service attacks, virus or other malicious software attacks or infections,
power failures, industrial disputes affecting any third party, changes to the
law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means the ZotaBooks Limited application software, which
will be made available by the Provider to each Customer as a service via the
internet in accordance with these Terms and Conditions;
“Intellectual Property Rights” means all intellectual property rights
wherever in the world, whether registrable or unregistrable, registered or
unregistered, including any application or right of application for such rights
(and these “intellectual property rights” 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, and rights in
designs);
“Login” means the access provider to the Account by the Customer for an
individual specific user;
“Mobile App” means the mobile application known as ZotaBooks Limited
Mobile Application that is made available by the Provider through the Google
Play Store and the Apple App Store;
“Personal Data” has the meaning given to it in the Data Protection Laws
applicable in the United Kingdom from time to time;
“Platform” means the platform managed by the Provider and used by the
Provider to provide the Hosted Services, including the application and
database software for the Hosted Services, the system and server software
used to provide the Hosted Services, and the computer hardware on which
that application, database, system and server software is installed;
“Provider” means ZotaBooks Limited Limited, a company incorporated in
England and Wales (registration number 11097164) having its registered
office at 2430 / 2440 The Quadrant, Aztec West, Almondsbury, Bristol, BS32
4AQ;
“Services” means any services that the Provider provides to the Customer,
or has an obligation to provide to the Customer, under these Terms and
Conditions;
“Services Order Form” means an online order form published by the
Provider and completed and submitted by the Customer incorporating these
Terms and Conditions by reference;
“Support Services” means support in relation to the use of, and the
identification and resolution of errors in, the Hosted Services, but shall not
include the provision of training services;
“Supported Web Browser” means the current release from time to time of
Google Chrome, or any other web browser that the Provider agrees in writing
shall be supported;
“Term” means the term of the Agreement, commencing in accordance with
Clause 2.1 and ending in accordance with Clause 2.2; and
“Terms and Conditions” means all the documentation containing the
provisions of the Agreement, namely the main body of these Terms and
Conditions and Schedule 1 (Acceptable Use Policy), including any
amendments to that documentation from time to time.
2. Term
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in
accordance with Clause 16.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order
Form shall create a distinct contract under these Terms and Conditions.
3. Hosted Services
3.1 The Provider hereby grants to the Customer a non-exclusive licence to use
the Hosted Services by means of a Supported Web Browser in accordance
with the Documentation during the Term.
3.2 The licence granted by the Provider to the Customer under Clause 3.1 is
subject to the following limitations:
(a) the Hosted Services may only be used by users who have a login
created within the account specifically for them,
(b) the Hosted Services must not be used at any point in time by users who
have not has a login created within the account specifically for them,
(c) a Login is created within an account granting permissions and rights to
use the Hosted Service supplied by the Provider within the Account
created by the Customer, access by any users other than this
constitutes use by an unauthorized person
3.3 Except to the extent expressly permitted in these Terms and Conditions or
required by law on a non-excludable basis, the licence granted by the
Provider to the Customer under Clause 3.1 is subject to the following
prohibitions:
(a) the Customer must not sub-license its right to access and use the
Hosted Services;
(b) the Customer must not permit any unauthorised person to access or
use the Hosted Services;
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(c) the Customer may use the Hosted Services to provide services to third
parties but the Customer is solely responsible for ensuring that the
Hosted Services are fit for use in their services;
(d) the Customer must not republish or redistribute any content or material
from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, and
(f) the Customer must not conduct or request that any other person
conduct any load testing or penetration testing on the Platform or
Hosted Services.
3.4 The Customer shall use reasonable endeavours, including reasonable security
measures relating to. Account access details, to ensure that no unauthorised
person may gain access to the Hosted Services using an Account.
3.5 The Provider shall use all reasonable endeavours to maintain the availability
of the Hosted Services to the Customer at the gateway between the public
internet and the network of the hosting services provider for the Hosted
Services, but does not guarantee 100% availability.
3.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and
must ensure that all persons using the Hosted Services with the authority of
the Customer or by means of an Account comply with Schedule 1 (Acceptable
Use Policy).
3.7 The Customer must not use the Hosted Services in any way that causes, or
may cause, damage to the Hosted Services or Platform or impairment of the
availability or accessibility of the Hosted Services.
3.8 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose
or activity.
3.9 For the avoidance of doubt, the Customer has no right to access the software
code (including object code, intermediate code and source code) of the
Platform, either during or after the Term.
3.10 The Provider may suspend the provision of the Hosted Services if any amount
due to be paid by the Customer to the Provider under the Agreement is
overdue, and the Provider has given to the Customer at least 30 days’ written
notice, following the amount becoming overdue, of its intention to suspend
the Hosted Services on this basis.
4. Customer Data
4.1 The Customer hereby grants to the Provider a non-exclusive licence to copy,
reproduce, store, distribute, publish, export, adapt, edit and translate the
Customer Data to the extent reasonably required for the performance of the
Provider’s obligations and the exercise of the Provider’s rights under the
Agreement. The Customer also grants to the Provider the right to sub-license
these rights to its hosting, connectivity and telecommunications service
providers, subject to any express restrictions elsewhere in the Agreement.
4.2 The Customer warrants to the Provider that the Customer Data when used by
the Provider in accordance with the Agreement will not infringe the
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Intellectual Property Rights or other legal rights of any person, and will not
breach the provisions of any law, statute or regulation, in any jurisdiction and
under any applicable law.
4.3 The Customer agrees that the Provider may have access to view and query
the data held by the Customer on the Hosted Services supplied by the Provider, for
the purposes of defect identification, issue resolution, Hosted Solution upgrade
validation, or any other purpose required to provide the Hosted Services to the
Customer.
5. Support Services
5.1 The Provider may provide the Support Services to the Customer during the
Term, but shall have no obligation to do so; any such Support Services shall
be subject to this Clause 5.
5.2 The Provider may make available to the Customer an email-based helpdesk.
5.3 The Provider shall provide the Support Services with reasonable skill and
care.
5.4 The Customer may use the helpdesk for the purposes of requesting and,
where applicable, receiving the Support Services; and the Customer must not
use the helpdesk for any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services
made by the Customer through the helpdesk.
5.6 The Provider may suspend the provision of the Support Services if any
amount due to be paid by the Customer to the Provider under the Agreement
is overdue, and the Provider has given to the Customer at least 30 days’
written notice, following the amount becoming overdue, of its intention to
suspend the Support Services on this basis.
6. Mobile App
6.1 The parties acknowledge and agree that the use of the Mobile App, the
parties’ respective rights and obligations in relation to the Mobile App and any
liabilities of either party arising out of the use of the Mobile App shall be
subject to separate terms and conditions, and accordingly these Terms and
Conditions shall not govern any such use, rights, obligations or liabilities.
7. No assignment of Intellectual Property Rights
7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any
Intellectual Property Rights from the Provider to the Customer, or from the
Customer to the Provider.
8. Charges
8.1 The Customer shall pay the Charges to the Provider in accordance with these
Terms and Conditions.
8.2 All amounts stated in or in relation to these Terms and Conditions are, unless
the context requires otherwise, stated exclusive of any applicable value added
taxes, which will be added to those amounts and payable by the Customer to
the Provider.
8.3 The Provider may elect to vary any element of the Charges by giving to the
Customer not less than 30 days’ written notice of the variation.
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9. Payments
9.1 The Customer must pay the Charges to the Provider in advance of the period
to which they relate.
9.2 If the Customer does not pay any amount properly due to the Provider under
these Terms and Conditions, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8%
per annum above the Bank of England base rate from time to time
(which interest will accrue daily until the date of actual payment and be
compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant
to the Late Payment of Commercial Debts (Interest) Act 1998.
10. Distance contracts: cancellation right
10.1 This Clause 10 applies if and only if the Customer enters into the Agreement
with the Provider as a consumer – that is, as an individual acting wholly or
mainly outside the Customer’s trade, business, craft or profession – where the
Agreement is a distance contract within the meaning of the Consumer
Contracts (Information, Cancellation and Additional Charges) Regulations
2013.
10.2 The Customer may withdraw an offer to enter into the Agreement with the
Provider at any time; and the Customer may cancel the Agreement entered
into with the Provider at any time within the period:
(a) beginning when the Agreement was entered into; and
(b) ending at the end of 14 days after the day on which the Agreement was
entered into,
subject to Clause 10.3. The Customer does not have to give any reason for
the withdrawal or cancellation.
10.3 The Customer agrees that the Provider may begin the provision of services
before the expiry of the period referred to in Clause 10.2, and the Customer
acknowledges that, if the Provider does begin the provision of services before
the end of that period, then:
(a) if the services are fully performed, the Customer will lose the right to
cancel referred to in Clause 10.2; and
(b) if the services are partially performed at the time of cancellation, the
Customer must pay to the Provider an amount proportional to the
services supplied or the Provider may deduct such amount from any
refund due to the Customer in accordance with this Clause 10.
10.4 In order to withdraw an offer to enter into the Agreement or cancel the
Agreement on the basis described in this Clause 10, the Customer must
inform the Provider of the Customer’s decision to withdraw or cancel (as the
case may be). The Customer may inform the Provider by means of any clear
statement setting out the decision. In the case of cancellation, the Customer
may inform the Provider using the cancellation form that the Provider will
make available to the Customer. To meet the cancellation deadline, it is
sufficient for the Customer to send its communication concerning the exercise
of the right to cancel before the cancellation period has expired.
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10.5 If the Customer withdraws an offer to enter into the Agreement, or cancels
the Agreement, on the basis described in this Clause 10, the Customer will
receive a full refund of any amount the Customer paid to the Provider in
respect of the Agreement, except as specified in this Clause 10.
10.6 The Provider will refund money using the same method used to make the
payment, unless the Customer has expressly agreed otherwise. In any case,
the Customer will not incur any fees as a result of the refund.
10.7 The Provider will process the refund due to the Customer as a result of a
cancellation on the basis described in this Clause 10 without undue delay and,
in any case, within the period of 14 days after the day on which the Provider
is informed of the cancellation.
11. Data protection
11.1 Each party shall comply with the Data Protection Laws with respect to the
processing of the Customer Personal Data.
11.2 The Customer warrants to the Provider that it has the legal right to disclose
all Personal Data that it does in fact disclose to the Provider under or in
connection with the Agreement.
11.3 The Customer shall only supply to the Provider, and the Provider shall only
process, in each case under or in relation to the Agreement, the Personal
Data of clients, supplier and other business relationships of the following
types: names, email address, postal address, bank account, terms and
conditions related to business operations, and other information required for
the operational of the Customer business; and the Provider shall only process
the Customer Personal Data for the following purposes: providing the Hosted
Services to the Customer, Provider supplying additional add-on services to
the Customer on the request of the Customer, operation of the Provider
business for the purpose of delivering Hosted Services to the Client.
11.4 The Provider shall only process the Customer Personal Data during the Term
and for not more than 90 days following the end of the Term, subject to the
other provisions of this Clause 11.
11.5 The Provider shall only process the Customer Personal Data on the
documented instructions of the Customer (including with regard to transfers
of the Customer Personal Data to any place outside the European Economic
Area), as set out in these Terms and Conditions or any other document
agreed by the parties in writing.
11.6 The Provider shall promptly inform the Customer if, in the opinion of the
Provider, an instruction of the Customer relating to the processing of the
Customer Personal Data infringes the Data Protection Laws.
11.7 Notwithstanding any other provision of these Terms and Conditions, the
Provider may process the Customer Personal Data if and to the extent that
the Provider is required to do so by applicable law. In such a case, the
Provider shall inform the Customer of the legal requirement before
processing, unless that law prohibits such information on important grounds
of public interest.
11.8 The Provider shall ensure that persons authorised to process the Customer
Personal Data have committed themselves to confidentiality or are under an
appropriate statutory obligation of confidentiality.
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11.9 The Provider and the Customer shall each implement appropriate technical
and organisational measures to ensure an appropriate level of security for the
Customer Personal Data, including the measures specified in the information
security policy of the Provider (as it may be updated by the Provider from
time to time);
11.10The Provider must not engage any third party to process the Customer
Personal Data without the prior specific or general written authorisation of the
Customer. In the case of a general written authorisation, the Provider shall
inform the Customer at least 14 days in advance of any intended changes
concerning the addition or replacement of any third party processor, and if
the Customer objects to any such changes before their implementation, then
Customer may terminate the Agreement on 7 days’ written notice to the
Provider, providing that such notice must be given within the period of 7 days
following the date that the Provider informed the Customer of the intended
changes. The Provider shall ensure that each third party processor is subject
to equivalent legal obligations as those imposed on the Provider by this
Clause 11.
11.11As at the Effective Date, the Provider is hereby authorised by the Customer to
engage, as sub-processors with respect to Customer Personal Data, the
following third parties and third parties within the following categories:
provision of the Hosted Services software, database, operations, security and
control to the Customer
11.12The Provider shall, insofar as possible and taking into account the nature of
the processing, take appropriate technical and organisational measures to
assist the Customer with the fulfilment of the Customer’s obligation to
respond to requests exercising a data subject’s rights under the Data
Protection Laws.
11.13The Provider shall assist the Customer in ensuring compliance with the
obligations relating to the security of processing of personal data, the
notification of personal data breaches to the supervisory authority, the
communication of personal data breaches to the data subject, data protection
impact assessments and prior consultation in relation to high-risk processing
under the Data Protection Laws. The Provider shall report any Personal Data
breach relating to the Customer Personal Data to the Customer within 48
hours following the Provider becoming aware of the breach. The Provider
may charge the Customer at its standard time-based charging rates for any
work performed by the Provider at the request of the Customer pursuant to
this Clause 11.13.
11.14The Provider shall make available to the Customer all information necessary
to demonstrate the compliance of the Provider with its obligations under this
Clause 11 and the Data Protection Laws.
11.15The Provider shall, at the choice of the Customer, delete or return all of the
Customer Personal Data to the Customer after the provision of services
relating to the processing, and shall delete existing copies save to the extent
that applicable law requires storage of the relevant Personal Data.
11.16The Provider shall allow for and contribute to audits, including inspections,
conducted by the Customer or another auditor mandated by the Customer in
respect of the compliance of the Provider’s processing of Customer Personal
Data with the Data Protection Laws and this Clause 11. The Provider may
charge the Customer at its standard time-based charging rates for any work
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performed by the Provider at the request of the Customer pursuant to this
Clause 11.16.
11.17If any changes or prospective changes to the Data Protection Laws result or
will result in one or both parties not complying with the Data Protection Laws
in relation to processing of Personal Data carried out under these Terms and
Conditions, then the parties shall use their best endeavours promptly to agree
such variations to these Terms and Conditions as may be necessary to
remedy such non-compliance.
12. Warranties
12.1 The Customer warrants to the Provider that it has the legal right and
authority to enter into the Agreement and to perform its obligations under
these Terms and Conditions.
12.2 All of the parties’ warranties and representations in respect of the subject
matter of the Agreement are expressly set out in these Terms and Conditions.
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 or any related contract.
13. Acknowledgements and warranty limitations
13.1 The Customer acknowledges that complex software is never wholly free from
defects, errors and bugs; and subject to the other provisions of these Terms
and Conditions, the Provider gives no warranty or representation that the
Hosted Services will be wholly free from defects, errors and bugs.
13.2 The Customer acknowledges that complex software is never entirely free from
security vulnerabilities; and subject to the other provisions of these Terms
and Conditions, the Provider gives no warranty or representation that the
Hosted Services will be entirely secure.
13.3 The Customer acknowledges that the Hosted Services are designed to be
compatible only with that software and those systems specified as compatible
in these Terms and Conditions and the Provider does not warrant or represent
that the Hosted Services will be compatible with any other software or
systems.
13.4 The Customer acknowledges that the Provider will not provide any legal,
financial, accountancy or taxation advice under these Terms and Conditions
or in relation to the Hosted Services; and, except to the extent expressly
provided otherwise in these Terms and Conditions, the Provider does not
warrant or represent that the Hosted Services or the use of the Hosted
Services by the Customer will not give rise to any legal liability on the part of
the Customer or any other person.
14. Limitations and exclusions of liability
14.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from
negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable
law; or
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(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party’s statutory rights will not be excluded
or limited by these Terms and Conditions, except to the extent permitted by
law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and
elsewhere in these Terms and Conditions:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under these Terms and Conditions or
relating to the subject matter of these Terms and Conditions, including
liabilities arising in contract, in tort (including negligence) and for
breach of statutory duty, except to the extent expressly provided
otherwise in these Terms and Conditions.
14.3 The Provider will not be liable to the Customer in respect of any losses arising
out of a Force Majeure Event.
14.4 The Provider will not be liable to the Customer in respect of any loss of profits
or anticipated savings.
14.5 The Provider will not be liable to the Customer in respect of any loss of
revenue or income.
14.6 The Provider will not be liable to the Customer in respect of any loss of
business, contracts or opportunities.
14.7 The Provider will not be liable to the Customer in respect of any loss or
corruption of any data, database or software.
14.8 The Provider will not be liable to the Customer in respect of any special,
indirect or consequential loss or damage.
14.9 The liability of the Provider to the Customer under the Agreement in respect
of any event or series of related events shall not exceed the greater of:
(a) three months standard Billing Plan amount; and
(b) the total amount paid and payable by the Customer to the Provider
under the Agreement in the 12 month period preceding the
commencement of the event or events.
14.10The aggregate liability of the Provider to the Customer under the Agreement
shall not exceed the greater of:
(a) three months standard Billing Plan amount; and
(b) the total amount paid and payable by the Customer to the Provider
under the Agreement.
15. Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party
performing any obligation under the Agreement (other than any obligation to
make a payment), that obligation will be suspended for the duration of the
Force Majeure Event.
16. Termination
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16.1 Either party may terminate the Agreement by giving to the other party at
least 30 days’ written notice of termination.
16.2 Either party may terminate the Agreement immediately by giving written
notice of termination to the other party if the other party commits a material
breach of these Terms and Conditions.
16.3 Either party may terminate the Agreement immediately by giving written
notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) 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;
(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); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes
incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
17. Effects of termination
17.1 Upon the termination of the Agreement, all of the provisions of these Terms
and Conditions shall cease to have effect, save that the following provisions
of these Terms and Conditions shall survive and continue to have effect (in
accordance with their express terms or otherwise indefinitely): Clauses 1,
3.9, 6, 9, 11.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12,
11.13, 11.14, 11.15, 11.16, 11.17, 14, 17, 20 and 21.
17.2 Except to the extent that these Terms and Conditions expressly provides
otherwise, the termination of the Agreement shall not affect the accrued
rights of either party.
17.3 Within 30 days following the termination of the Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of
Services provided to the Customer before the termination of the
Agreement; and
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(b) the Provider must refund to the Customer any Charges paid by the
Customer to the Provider in respect of Services that were to be
provided to the Customer after the termination of the Agreement,
without prejudice to the parties’ other legal rights.
18. Notices
18.1 Any notice from one party to the other party under these Terms and
Conditions must be given by one of the following methods:
(a) sent by email to the relevant email address specified through the
Hosted Services, in which case the notice shall be deemed to be
received upon receipt of the email by the recipient’s email server; or
(b) sent using the contractual notice mechanism incorporated into the
Hosted Services, in which case the notice shall be deemed to be
received upon dispatch,
providing that, if the stated time of deemed receipt is not within Business
Hours, then the time of deemed receipt shall be when Business Hours next
begin after the stated time.
19. Subcontracting
19.1 Subject to any express restrictions elsewhere in these Terms and Conditions,
the Provider may subcontract any of its obligations under the Agreement.
20. General
20.1 No breach of any provision of the Agreement shall be waived except with the
express written consent of the party not in breach.
20.2 If any provision of the Agreement is determined by any court or other
competent authority to be unlawful and/or unenforceable, the other
provisions of the Agreement will continue in effect. If any unlawful and/or
unenforceable provision would be lawful or enforceable if part of it were
deleted, that part will be deemed to be deleted, and the rest of the provision
will continue in effect (unless that would contradict the clear intention of the
parties, in which case the entirety of the relevant provision will be deemed to
be deleted).
20.3 The Provider may vary the Agreement by giving to the Customer at least 30
days’ written notice of the variation. Subject to this, the Agreement may only
be varied by a written document signed by or on behalf of each of the parties.
20.4 The Customer hereby agrees that the Provider may assign the Provider’s
contractual rights and obligations under the Agreement to any successor to
all or a substantial part of the business of the Provider from time to time –
providing that such action does not serve to reduce the guarantees benefiting
the Customer under the Agreement. The Customer must not without the prior
written consent of the Provider assign, transfer or otherwise deal with any of
the Customer’s contractual rights or obligations under the Agreement.
20.5 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.
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20.6 Subject to Clause 14.1, a Services Order Form, together with these Terms
and Conditions and any Schedules, shall constitute the entire agreement
between the parties in relation to the subject matter of that Services Order
Form, and shall supersede all previous agreements, arrangements and
understandings between the parties in respect of that subject matter.
20.7 The Agreement shall be governed by and construed in accordance with
English law.
20.8 The courts of England shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with the Agreement.
21. Interpretation
21.1 In these Terms and Conditions, 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.
21.2 The Clause headings do not affect the interpretation of these Terms and
Conditions.
21.3 References in these Terms and Conditions to “calendar months” are to the 12
named periods (January, February and so on) into which a year is divided.
21.4 In these Terms and Conditions, general words shall not be given a restrictive
interpretation by reason of being preceded or followed by words indicating a
particular class of acts, matters or things.
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SCHEDULE 1 (ACCEPTABLE USE POLICY)
1. Introduction
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of the website at www.ZotaBooks Limited.com, any successor
website, and the services available on that website or any successor
website (the “Services“); and
(b) the transmission, storage and processing of content by you, or by any
person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and
any individual user of the Services (and “your” should be construed
accordingly); and references in this Policy to “us” are to ZotaBooks Limited
Limited (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you
upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the
Services, you warrant and represent to us that you are at least 18 years of
age.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage
to the Services or impairment of the availability or accessibility of the
Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or
harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal
rights, and must not be capable of giving rise to legal action against any
person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise
authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right,
design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data
protection legislation;
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(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the
commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination
legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3
threatened or actual legal proceedings or other similar complaint.
You must ensure that Content is not and has never been the subject of any
4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely
to access the Content in question, and in particular for children over 12 years
of age.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or
natural) must be true; and statements of opinion contained in Content and
relating to persons (legal or natural) must be reasonable, be honestly held
and indicate the basis of the opinion.
6. Negligent advice
6.1 Content must not consist of or contain legal, financial, investment, taxation,
accountancy, medical or other professional advice, the Customer must not
use the Services to provide any legal, financial, investment, taxation,
accountancy advisory services
6.2 Content must not consist of or contain any advice, instructions or other
information that may be acted upon and could, if acted upon, cause death,
illness or personal injury, damage to property, or any other loss or damage.
6.3 The Customer agrees to indemnify and not hold liable the Provider for any
and all breaches, omissions, negligence or other acts which may result in
legal proceedings or financial penalties or costs.
7. Etiquette
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7.1 Content must be appropriate, civil and tasteful, and accord with generally
accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing,
menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless
anxiety.
7.4 You must not use the Services to send any hostile communication or any
communication intended to insult, including such communications directed at
a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or
offending others.
7.6 You must not unnecessarily flood the Services with material relating to a
particular subject or subject area, whether alone or in conjunction with
others.
7.7 You must ensure that Content does not duplicate other content available
through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
8. Marketing and spam
8.1 You must not without our written permission use the Services for any purpose
relating to the marketing, advertising, promotion, sale or supply of any
product, service or commercial offering.
8.2 Content must not constitute or contain spam, and you must not use the
Services to store or transmit spam – which for these purposes shall include all
unlawful marketing communications and unsolicited commercial
communications.
8.3 You must not send any spam or other marketing communications to any
person using any email address or other contact details made available
through the Services or that you find using the Services.
8.4 You must not use the Services to promote, host or operate any chain letters,
Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing
schemes, “get rich quick” schemes or similar letters, schemes or programs.
8.5 You must not use the Services in any way which is liable to result in the
blacklisting of any of our IP addresses.
9. Regulated businesses
9.1 You must not use the Services for any purpose relating to gambling, gaming,
betting, lotteries, sweepstakes, prize competitions or any gambling-related
activity.
9.2 You must not use the Services for any purpose relating to the offering for
sale, sale or distribution of drugs or pharmaceuticals.
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9.3 You must not use the Services for any purpose relating to the offering for
sale, sale or distribution of knives, guns or other weapons.
10. Monitoring
10.1 You acknowledge we do not actively monitor the Content or the use of the
Services.
11. Data mining
11.1 You must not conduct any systematic or automated data scraping, data
mining, data extraction or data harvesting, or other systematic or automated
data collection activity, by means of or in relation to the Services.
12. Hyperlinks
12.1 You must not link to any material using or by means of the Services that
would, if it were made available through the Services, breach the provisions
of this Policy.
13. Harmful software
13.1 The Content must not contain or consist of, and you must not promote,
distribute or execute by means of the Services, any viruses, worms, spyware,
adware or other harmful or malicious software, programs, routines,
applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote,
distribute or execute by means of the Services, any software, programs,
routines, applications or technologies that will or may have a material
negative effect upon the performance of a computer or introduce material
security risks to a computer.
