ZEBSOFT Agreement
Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that ZSL may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and ZSL will ask for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.
Definitions
1.1 In the Agreement, except to the extent expressly provided otherwise:
Access Credentials
” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;
Affiliate
” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
Agreement
” means a contract between the parties incorporating these Terms and Conditions, the Schedules and each Sales Order, and any amendments to that contract from time to time;
“API” means the application programming interface for the Hosted Services defined by ZSL and made available by ZSL to the Customer;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Charges” means:
(a) the charges specified in each Sales Order; and
(b) such other charges as are specified in the Agreement or otherwise agreed in writing by the parties from time to time,
subject in each case to variation in accordance with the Agreement;
“Confidential Information” means the ZSL Confidential Information and the Customer Confidential Information;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person or entity identified as such in the Initial Sales Order;
“Customer Confidential Information” means:
(a) any information disclosed by or on behalf of the Customer to ZSL during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been reasonably understood by ZSL to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials uploaded to or stored on the Platform by the Customer or supplied by the Customer to ZSL for uploading to, transmission by or storage on the Platform;
“Customer Indemnity Event” has the meaning given to it in Clause 18.3;
“Customer Personal Data” means any Personal Data that is processed by ZSL on behalf of the Customer in relation to the Agreement;
“Data Protection Laws” means:
(a) the General Data Protection Regulation (Regulation (EU) 2016/679), also known as the GDPR;
(b) the GDPR as transposed into UK law, including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019; and
(c) all other applicable UK and EU laws applying to the processing of the Customer Personal Data under the Agreement;
“Documentation” means the user guide for the Hosted Services produced by ZSL and delivered or made available by ZSL to the Customer through the Hosted Services;
“Effective Date” means the date of the communication from ZSL by email or phone confirming receipt of the Initial Sales Order signed by or on behalf of the Customer (the Initial Sales Order having previously been signed on behalf of ZSL);
“Enhanced Support Services” means the Support Services being provided in accordance with the enhanced services level specified in Schedule 2 (SLA);
“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 ZEBSOFT hosted service as specified in one or more Sales Orders, which will be made available by ZSL to the Customer as a service via the internet in accordance with the Agreement, including the provision of the Documentation and the Templates;
“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Schedule 4 (Hosted Services specification);
“Hourly Rate” means the rate of £120.00 per hour plus VAT (subject to any variation agreed in a Sales Order);
“Initial Term” means:
(a) the period specified as such in the Initial Sales Order; or
(b) if no such period is specified in the Initial Sales Order, the period of 36 months beginning on the Effective Date;
“Initial Sales Order” means the first Sales Order agreed by the parties under the Agreement;
“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);
“Mobile App” means the mobile application known as ZEBSOFT that is made available by ZSL;
“Personal Data” means data that constitutes personal data under any of the Data Protection Laws;
“Platform” means the ZEBSOFT platform managed by ZSL and used by ZSL 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;
“Renewal Term” means a period of 12 months starting:
(a) at the end of the Initial Term; or
(b) at the end of a previous Renewal Term;
“Sales Order” means a sales order for the provision of Set Up Services, Hosted Services, Support Services and/or Training Services that is agreed by the parties in writing;
“Services” means any services that ZSL provides to the Customer, or has an obligation to provide to the Customer, under the Agreement;
“Set Up Services” means the configuration, implementation and integration of the Hosted Services in accordance with a Sales Order;
“Support Limit” has the meaning given to it in Schedule 2 (SLA);
“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;
“Templates” means template business documents made available by ZSL to the Customer through the Hosted Services, including policy and procedure templates;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means these terms and conditions;
“Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by ZSL from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;
“Training Services” means training for the purpose of the enabling the Customer’s authorised users to gain knowledge of the Hosted Services functionality;
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services;
“ZSL” means Zebra Software Limited, a company incorporated in England and Wales (registration number 11901161) having its registered office at Riverside, Mountbatten Way, Congleton CW12 1DY;
“ZSL Confidential Information” means:
(a) any information disclosed by or on behalf of ZSL to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential;
(b) any roadmaps for the development of the Platform and/or Hosted Service disclosed by on behalf of ZSL to the Customer;
(c) the Documentation; and
(d) information concerning the way in which the Hosted Services operate gained from the use of the Hosted Services; and
“ZSL Indemnity Event” has the meaning given to it in Clause 18.1.
Term and Sales Orders
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force for the Initial Term, and then for subsequent Renewal Terms, subject to termination in accordance with Clause 21 or any other provision of the Agreement.
2.3 The Initial Sales Order must be signed by or on behalf of each of the parties.
2.4 Subsequent Sales Orders must be set out and agreed by the parties in writing.
2.5 If the Agreement is terminated, the Initial Sales Order and all other Sales Orders shall automatically and simultaneously terminate.
2.6 The Initial Sales Order, and any other Sales Orders varying the number of users permitted to use the Hosted Services, may only be terminated by the termination of the Agreement. Other Sales Orders may only be terminated by the termination of the Agreement unless:
(a) the relevant Sales Order expressly provides otherwise; or
(b) the Sales Order would require ZSL to continue to provide services indefinitely, in which case either party may terminate the Sales Order (but not the other elements of the Agreement) by giving to the other party not less than 90 days’ written notice of termination.
Set Up Services
3.1 ZSL shall provide the Set Up Services to the Customer.
3.2 ZSL shall use reasonable endeavours to ensure that the Set Up Services are provided in accordance with any timetable set out in the relevant Sales Order.
3.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 19.1 ZSL will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under the Agreement.
3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by ZSL shall be the exclusive property of ZSL.
Hosted Services
4.1 ZSL shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 ZSL hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API for the internal business purposes of the Customer in accordance with the Documentation during the Term.
4.3 The licence granted by ZSL to the Customer under Clause 4.2 is subject to the following limitations:
(a) the User Interface may only be used through an up-to-date web browser or the Mobile App;
(b) the User Interface may only be used by the officers, employees, agents and subcontractors of the Customer;
(c) the User Interface must not be used at any point in time by more than the number of concurrent users specified in the Sales Orders, providing that the Customer may add or remove concurrent user licences by agreement with ZSL in an additional Sales Order; and
(d) the API may only be used by an application or applications approved by ZSL in writing and controlled by the Customer.
4.4 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the licence granted by ZSL to the Customer under Clause 4.2 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 or application to access or use the Hosted Services;
(c) the Customer must not republish or redistribute any content or material from the Hosted Services, excluding the use of the Templates in accordance with Clause 4.6;
(d) the Customer must not make any alteration to the Platform, except as permitted by the Documentation;
(e) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of ZSL;
(f) the Customer 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 Platform or Hosted Services;
(g) the Customer must not show or demonstrate, or facilitate or permit the showing or demonstration of, the Hosted Services to any person not authorised to use the Hosted Services by the Agreement; and
(h) the Customer must not (and must not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Hosted Services in whole or in part.
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 ZSL further grants to the Customer a worldwide, non-exclusive licence to:
(a) copy, store and adapt the Templates; and
(b) distribute, publish and use adapted versions of the Templates,
for the internal business purposes of the Customer both during and after Term, providing that the Customer must not without the prior written consent of ZSL: (i) distribute or redistribute any Template or any derivative thereof to any third party; (ii) sell or resell any Template or any derivative thereof; (iii) license or sublicense any Templates or any derivative thereof; (iv) publish any unadapted version of any Template, except in the case of Templates intended by ZSL to be used in unadapted form.
4.7 The parties acknowledge and agree that Schedule 2 (SLA) shall govern the availability of the Hosted Services.
4.8 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 the Access Credentials comply with Schedule 1.
4.9 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.
4.10 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by ZSL to its other customers using the Platform; and the Customer acknowledges that ZSL may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
4.11 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.
4.12 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.
4.13 ZSL may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.13. ZSL shall, where practicable, give to the Customer at least 5 Business Days’ notice of maintenance, except in the event of emergency maintenance, where notice shall be given by reasonable endeavors through the Hosted Service. ZSL shall ensure that all scheduled maintenance is carried out outside Business Hours.
Support Services
5.1 ZSL shall provide the Support Services to the Customer during the Term with reasonable skill and care and accordance with Schedule 2 (SLA).
5.2 Enhanced Support Services shall be provided by ZSL to the Customer only if agreed in a Sales Order.
Other Services
6.1 ZSL shall provide the Training Services agreed in a Sales Order to the Customer during the Term with reasonable skill and care and accordance with Schedule 2 (SLA).
6.2 ZSL shall also provide such other Services as may be agreed in a Sales Order to the Customer during the Term with reasonable skill and care.
Customer obligations
7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to ZSL, or procure for ZSL, such:
(a) co-operation, support and advice; and
(b) information and documentation,
as are reasonably necessary to enable ZSL to perform its obligations under the Agreement.
7.2 The Customer must provide to ZSL, or procure for ZSL, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by ZSL to enable ZSL to perform its obligations under the Agreement.
Customer Data
8.1 The Customer hereby grants to ZSL 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 ZSL’s obligations and the exercise of ZSL’s rights under the Agreement. The Customer also grants to ZSL the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
8.2 The Customer warrants to ZSL that the Customer Data when used by ZSL in accordance with the Agreement will not infringe the 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.
8.3 ZSL shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable ZSL to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 14 days.
8.4 Following receipt of a written request from the Customer. ZSL shall use reasonable endeavours to restore to the Platform the Customer Data stored. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
Integrations with Third Party Services
9.1 ZSL may integrate the Hosted Services with any Third Party Services at any time.
9.2 Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:
(a) the Customer; or
(b) ZSL with the prior written agreement of the Customer.
9.3 ZSL shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, ZSL may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.
9.4 The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. ZSL does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.
9.5 The Customer acknowledges and agrees that:
(a) the activation of Third Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa;
(b) ZSL has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;
(c) the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and
(d) the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person’s Intellectual Property Rights or other legal rights and will not put ZSL in breach of any applicable laws.
9.6 Additional Charges may be payable by the Customer to ZSL in respect of the activation and/or use of a Third Party Services integration, as set out in the relevant Sales Order.
9.7 Subject to Clause 19.1:
(a) ZSL gives no guarantees, warranties or representations in respect of any Third Party Services; and
(b) ZSL shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.
Mobile App
10.1 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 the Agreement shall not govern any such use, rights, obligations or liabilities.
No assignment of Intellectual Property Rights
11.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from ZSL to the Customer, or from the Customer to ZSL.
Charges
12.1 The Customer shall pay the Charges to ZSL in accordance with the Agreement.
12.2 If:
(a) the work required to complete Services is outside the scope of work defined by a Sales Order;
(b) the Services under a Sales Order require the provision of data by the Customer in a format specified by ZSL, and the Client fails to provide such data in the specified format or provides corrupt data; or
(c) the Services under a Sales Order are explicitly based upon an estimate of the time that ZSL expects to spend performing the relevant Services, and ZSL subsequently determines that that was an under-estimate of the time that will be spent,
ZSL shall notify the Customer and the parties shall use reasonable endeavours to agree a variation to that Sales Order; and if they are unable to do so, ZSL may decline to perform Services requiring excess or additional work (without prejudice to the Customer’s obligation to pay the agreed Charges under that Sales Order).
12.3 All amounts stated in or in relation to the Agreement 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 ZSL.
12.4 ZSL may elect to vary:
(a) any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on or after the end of the Initial Term; or
(b) any element of the Charges by giving to the Customer not less than 90 days’ written notice of termination where: (i) the variation reflects a change in the out-of-pocket costs incurred by ZSL in providing the Services (including changes arising out of foreign exchange movements and legal developments); and (ii) before the end of that 90 day period, ZSL provides any documentation reasonably requested by the Customer for the purpose of evidencing the change in those costs.
Payments
13.1 ZSL shall issue invoices for the Charges to the Customer on or after the 14th of each calendar month, but no later than 7 days before the end of each calendar month.
13.2 The Customer must pay the Charges to ZSL within the period of 15 days following the issue of an invoice in accordance with this Clause 13.
13.3 The Customer must pay the Charges by bank transfer, direct debit or credit or debit card (using such payment details as are notified by ZSL to the Customer from time to time).
13.4 If the Customer does not pay any amount properly due to ZSL under the Agreement, ZSL 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.
13.5 ZSL may suspend the provision of any or all of the Services if any amount due to be paid by the Customer to ZSL under the Agreement is overdue, and ZSL has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend Services on this basis.
Confidentiality obligations
14.1 ZSL must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as ZSL uses to protect ZSL’s own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Customer Confidential Information.
14.2 The Customer must:
(a) keep the ZSL Confidential Information strictly confidential;
(b) not disclose the ZSL Confidential Information to any person without ZSL’s prior written consent, and then only under conditions of confidentiality approved in writing by ZSL;
(c) use the same degree of care to protect the confidentiality of the ZSL Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the ZSL Confidential Information.
14.3 Notwithstanding Clauses 14.1 and 14.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
14.4 No obligations are imposed by this Clause 14 with respect to a party’s Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
14.5 The restrictions in this Clause 14 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any enforceable judicial or governmental order.
14.6 The provisions of this Clause 14 shall continue in force indefinitely following the termination of the Agreement.
Data protection
15.1 For the purposes of Data Protection Laws, ZSL is a processor of the Customer Personal Data. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
15.2 The Customer warrants to ZSL that it has the legal right to disclose all Personal Data that it does in fact disclose to ZSL under or in connection with the Agreement.
15.3 The Customer shall only supply to ZSL, and ZSL shall only process, in each case under or in relation to the Agreement:
(a) the Personal Data of data subjects falling within the categories specified in Schedule 3 (Data processing information (or such other categories as may be agreed by the parties in writing); and
(b) Personal Data of the types specified in Schedule 3 (Data processing information) or such other types as may be agreed by the parties in writing).
15.4 ZSL shall only process the Customer Personal Data for the purposes specified in Schedule 3 (Data processing information).
15.5 ZSL shall only process the Customer Personal Data during the Term subject to the other provisions of this Clause 15.
15.6 ZSL 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 both the United Kingdom and the European Economic Area) as set out in the Agreement or any other document agreed by the parties in writing.
15.7 The Customer hereby authorises ZSL to make the following transfers of Customer Personal Data:
(a) ZSL may transfer the Customer Personal Data internally to its own employees, offices and facilities, providing that such transfers must be protected by appropriate safeguards;
(b) ZSL may transfer the Customer Personal Data to its sub-processors in the jurisdictions identified in Schedule 3 (Data processing information), providing that such transfers must be protected by any appropriate safeguards identified therein.
15.8 ZSL shall promptly inform the Customer if, in the opinion of ZSL, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
15.9 Notwithstanding any other provision of the Agreement, ZSL may process the Customer Personal Data if and to the extent that ZSL is required to do so by English Law. In such a case, ZSL shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
15.10 ZSL 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.
15.11 ZSL and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including as at the Effective Date those measures specified in Schedule 3 (Data processing information).
15.12 ZSL 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, ZSL 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 the Customer may terminate the Agreement on 7 days’ written notice to ZSL, providing that such notice must be given within the period of 7 days following the date that ZSL informed the Customer of the intended changes. ZSL shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on ZSL by this Clause 15.
15.13 As at the Effective Date, ZSL is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Schedule 3 (Data processing information).
15.14 ZSL 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.
15.15 ZSL 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. ZSL may charge the Customer at its standard time-based charging rates for any work performed by ZSL at the request of the Customer pursuant to this Clause 15.15.
15.16 ZSL must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay.
15.17 ZSL shall make available to the Customer all information necessary to demonstrate the compliance of ZSL with its obligations under this Clause 15 ZSL may charge the Customer for any work performed by ZSL at the request of the Customer pursuant to this Clause 15.17.
15.18 ZSL 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 English law requires storage of the relevant Personal Data.
15.19 ZSL shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. ZSL may charge the Customer at its standard time-based charging rates for any work performed by ZSL at the request of the Customer pursuant to this Clause 15.19.
15.20 If 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 the Agreement, then the parties shall use their reasonable endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
Warranties
16.1 ZSL warrants to the Customer that:
(a) ZSL has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;
(b) ZSL will comply with all applicable legal and regulatory requirements applying to the exercise of ZSL’s rights and the fulfilment of ZSL’s obligations under the Agreement;
(c) ZSL has or has access to all necessary know-how, expertise and experience to perform its obligations under the Agreement;
(d) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
16.2 ZSL warrants to the Customer that the Hosted Services, when used by the Customer in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person.
16.3 If ZSL reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with the Agreement infringes any person’s Intellectual Property Rights, ZSL may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with the Agreement.
16.4 The Customer warrants to ZSL that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.
16.5 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in 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 or any related contract.
Acknowledgements and warranty limitations
17.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, ZSL gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
17.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, ZSL gives no warranty or representation that the Hosted Services will be entirely secure.
17.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems and ZSL does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
17.4 The Customer acknowledges that ZSL will not provide any compliance, regulatory or legal advice under the Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in the Agreement, ZSL 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.
Indemnities
18.1 ZSL shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by ZSL of Clause 14, 15 or 16.2 of the Agreement (a “ZSL Indemnity Event”).
18.2 The Customer must:
(a) upon becoming aware of an actual or potential ZSL Indemnity Event, notify ZSL;
(b) provide to ZSL all such assistance as may be reasonably requested by ZSL in relation to ZSL Indemnity Event;
(c) allow ZSL the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to ZSL Indemnity Event; and
(d) not admit liability to any third party in connection with ZSL Indemnity Event or settle any disputes or proceedings involving a third party and relating to ZSL Indemnity Event without the prior written consent of ZSL, and ZSL’s obligation to indemnify the Customer under Clause 18.1 shall not apply unless the Customer complies with the requirements of this Clause 18.2.
18.3 The Customer shall indemnify and shall keep indemnified ZSL against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by ZSL and arising directly or indirectly as a result of any breach by the Customer of Clause 8.2, 14 or 15 of the Agreement (a “Customer Indemnity Event”).
18.4 ZSL must:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,
without prejudice to the Customer’s obligations under Clause 18.3.
18.5 The indemnities set out in this Clause 18 shall not be subject to the limitations and exclusions of liability in Clause 19, except that Clause 19.8 shall apply to these indemnities.
Limitations and exclusions of liability
19.1 Nothing in the Agreement 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
(d) exclude any liabilities that may not be excluded under applicable law.
19.2 The limitations and exclusions of liability set out in this Clause 19 and elsewhere in the Agreement:
(a) are subject to Clause 19.1; and
(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
19.3 Neither party shall be liable to the other party in respect of any loss or damage arising out of a Force Majeure Event.
19.4 ZSL shall not be liable to the Customer in respect of:
(a) any loss of profits or anticipated savings;
(b) any loss of revenue or income;
(c) any loss of use; or
(d) any loss of business, contracts or opportunities.
19.5 ZSL shall not be liable to the Customer in respect of any loss or corruption of any data, database or software, providing however that this Clause 19.8 shall not apply with respect to any breach of Clause 14 or Clause 15.
19.6 Neither party shall be liable to the other in respect of any special, indirect or consequential loss or damage.
19.7 The liability of ZSL to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:
(a) £10,000; and
(b) the total amount paid and payable by the Customer to ZSL under the Agreement in the 12-month period preceding the commencement of the event or events.
19.8 The aggregate liability of ZSL to the Customer under the Agreement shall not exceed £100,000.
Force Majeure Event
20.1 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.
20.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
20.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Termination
21.1 Either party may terminate the Agreement by giving to the other party not less than 30 days’ written notice of termination, expiring at the end of the Initial Term or a Renewal Term. In addition, the Customer may terminate the Agreement before the end of the Initial Term by giving to ZSL at least 60 days written notice of termination, subject to Clause 22.4.
21.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of the Agreement, and the breach is not remediable;
(b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).
21.3 Subject to applicable law, 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.
21.4 ZSL may terminate the Agreement immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to ZSL under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) ZSL has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 21.4.
21.5 The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.
Effects of termination
22.1 Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.6, 4.12, 9.7, 10, 13.2, 13.3, 13.4, 14, 15, 18, 19, 22, 25, 26, 27, 28, 29, 30, 31 and 32.
22.2 Except to the extent that the Agreement expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
22.3 Within 30 days following the termination of the Agreement for any reason:
(a) the Customer must pay to ZSL any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
(b) ZSL shall (using reasonable endeavours) return to the Customer any Customer Data requested by the Customer (which may include data, forms and/or procedures statistics), providing that Charges shall be payable at the Hourly Rate with respect to such work,
without prejudice to the parties’ other legal rights.
22.4 If the Agreement is terminated by the Customer under Clause 22.1, or by ZSL under Clause 21.2 or 21.3, the Customer shall pay an early termination fee. The early termination fee shall be equal to:
(a) the total remaining days of the Initial Term or Renewal Term as at the date of effective termination;
multiplied by
(b) the average daily bill with respect to all the Services (determined by taking an average of the preceding 6 monthly bills and dividing that average by 30).
22.5 ZSL shall delete all Customer Data from its computer systems after 30 days following the date of effective termination, unless the parties agree to a data archiving services contract with respect to that Customer Data.
Notices
23.1 Any notice from one party to the other party under the Agreement must be given by one of the following methods (using the relevant contact details set out in the Initial Sales Order and in Clause 23.2):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
(c) sent by email, in which case the recipient must promptly acknowledge receipt (also by email), and the notice shall be deemed to be received on the sending of that acknowledgement,
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.
23.2 ZSL’s contact details for notices under this Clause 23 are as follows: Zebra Software Limited, Riverside, Mountbatten Way, Congleton, Cheshire, CW12 1DT, United Kingdom, [email protected].
23.3 The addressee and contact details set out in the Initial Sales Order and in Clause 23.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 23.
Subcontracting
24.1 Subject to any express restrictions elsewhere in the Agreement, ZSL may subcontract any of its obligations under the Agreement, providing that ZSL must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
24.2 ZSL shall remain responsible to the Customer for the performance of any subcontracted obligations.
Assignment
25.1 The Customer hereby agrees that ZSL may assign, transfer or otherwise deal with ZSL’s contractual rights under the Agreement.
25.2 Save to the extent expressly permitted by applicable law, the Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under the Agreement without the prior written consent of ZSL.
No waivers
26.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
26.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
Severability
27.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
27.2 If any unlawful and/or unenforceable provision of the Agreement 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.
Third party rights
28.1 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
28.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.
Variation
29.1 The Agreement may not be varied except in accordance with this Clause 29 or Clause 12.4.
29.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.
29.3 ZSL may vary the Agreement:
(a) by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if ZSL gives to the Customer a notice under this Clause 29.3(a), the Customer shall have the right to terminate the Agreement by giving written notice of termination to ZSL at any time during the period of 14 days following receipt of ZSL’s notice;
(b) by giving to the Customer written notice of the variation where such variation is reasonably necessary to take account of any changes to applicable law.
Entire agreement
30.1 These Terms and Conditions, the Schedules and each Sales Order shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
30.2 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.
30.3 The provisions of this Clause 30 are subject to Clause 19.1.
Law and jurisdiction
31.1 These Terms and Conditions shall be governed by and construed in accordance with English law.
31.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
Interpretation
32.1 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.
32.2 The Clause headings do not affect the interpretation of the Agreement.
32.3 References in the Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
32.4 In the Agreement, 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.
Schedule 1 (Acceptable Use Policy)
Introduction
1.1 This acceptable use policy (the “Policy”) sets out the rules governing:
(a) the use of (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 Zebra Software 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.
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.
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, trademark 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;
(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) constitute a breach of official secrets legislation; or
(j) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner
4.3 Content must not be pornographic or sexually explicit.
Monitoring
5.1 You acknowledge we do not actively monitor the Content or the use of the Services.
Hyperlinks
6.1 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.
Harmful software
7.1 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.
7.2 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.
Schedule 2 (SLA)
Introduction to SLA
1.1 This Schedule 2 sets out:
(a) ZSL’s availability commitments relating to the Hosted Services; and
(b) ZSL’s service level commitments relating to the Support Services and any Training Services.
1.2 In this Schedule 2, “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.
Availability
2.1 ZSL shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 99.9% during each calendar month.
2.2 ZSL shall be responsible for measuring uptime and shall do so using any reasonable methodology.
2.3 ZSL shall report uptime measurements to the Customer available on the Platform’s Welcome page.
Service credits
3.1 In respect of each calendar month during which the Hosted Services uptime is less than the commitment specified in Section 2.1, the Customer shall earn service credits in accordance with the provisions of this Section 3
3.2 The service credits earned by the Customer shall be as follows:
Monthly Uptime Percentage Service Credit Percentage*
Less than 99.9% but equal to or greater than 99.0% 2%
Less than 99.0% but equal to or greater than 95.0% 5%
Less than 95.0% but equal to or greater than 90.0% 10%
Less than 90.0% 15%
*This percentage shall be applied to the Charges payable for Hosted Services (excluding Charges for Set Up Services, Training Services and other Services) during the relevant period to calculate the applicable service credits.
3.3 ZSL shall deduct an amount equal to the service credits due to the Customer under this Section 3 from amounts invoiced after the award of services credits in respect of the Charges for the Hosted Services (excluding Charges for Set Up Services, Training Services and other Services). All remaining service credits shall be deducted from each invoice issued following the reporting of the relevant failure to meet the uptime commitment, until such time as the service credits are exhausted.
3.4 Service credits shall be the sole remedy of the Customer in relation to any failure by ZSL to meet the uptime guarantee in Section 2.1.
3.5 Upon the termination of the Agreement, the Customer’s entitlement to service credits shall immediately cease, save that service credits earned by the Customer shall be offset against any amounts invoiced by ZSL in respect of Hosted Services following such termination.
Exceptions
4.1 Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether ZSL has met the uptime guarantee given in Section 2.1 (and accordingly shall not affect any entitlement of the Customer to service credits under Section 3):
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of ZSL’s hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between ZSL and that company;
(d) a fault or failure of the Customer’s computer systems or networks;
(e) any breach by the Customer of the Agreement;
(f) scheduled maintenance carried out in accordance with the Agreement; or
(g) a disruptive event requiring emergency maintenance (i.e., a disruptive event requiring a remedy in the form of emergency patches and/or repairs).
Support contact
5.1 The Customer may access the Support Services by contacting [email protected].
5.2 The Customer may use this email address for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use this email address for any other purpose.
5.3 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through this email address.
Response and resolution
6.1 Issues raised through the Support Services shall be categorised in accordance with the following table, and ZSL shall use reasonable endeavours to respond to requests for Support Services and to resolve issues raised through the Support Services in accordance with this table.
Level Description Response Target Resolution
Query General questions 8 hours No resolution target time
Low Single question, issue or request. 8 hours 72 hours
Medium Non urgent but important question, –
issue or request 8 hours 48 hours
High Affecting customer’s ability to use ZEBSOFT 1 hour 24 hours
Critical Service affecting issue, impacting on all users. 30 minutes 8 hours
6.2 ZSL shall determine, acting reasonably, into which severity category an issue falls.
Limitations on Support Services
7.1 Unless the Customer has purchased Enhanced Support Services, the Support Limit shall be 2 hours per calendar month; if the Customer has purchased Enhanced Support Services, the Support Limit shall be as agreed by ZSL and the Customer in a Services Order.
7.2 If the total time spent by the personnel of ZSL performing the Support Services exceed the Support Limit during the relevant period:
(a) ZSL will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and
(b) ZSL may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges at the Hourly Rate.
7.3 ZSL shall have no obligation to provide Support Services in respect of any issue caused by:
(a) the improper use of the Hosted Services by the Customer;
(b) any alteration to the Hosted Services made without the prior consent of ZSL;
(c) issues caused by the improper setup of any user-controlled function of the Hosted Services; or
(d) issues caused in relation to the improper entry of content to the Hosted Services,
but may agree to do so, subject to the payment of Charges.
7.4 ZSL reserves the right that if repeated similar questions are received from the Customer, they shall be consolidated into a single support ticket and charged as Training Services.
7.5 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.
Training Services
8.1 Training Services will be scheduled following the agreement of a Sales Order, including agreement as to the applicable Charges.
8.2 Remote Training Services shall be provided by video conferencing incorporating screen sharing. The Customer shall provide suitable equipment to the designated trainees, to enable them to participate fully, and unhindered by outage to best extent practicable.
8.3 On-site Training Services shall be conducted at the Customer’ premises another agreed location, those premises or that location must: (a) have suitable equipment available for the presentation of the training programme as defined in the sales order provided for the session; (b) have suitable environmental controls i.e., lighting, heating, cooling and ventilation; and (c) have appropriate refreshments for the trainees and trainers made available at the Customer’s cost for the duration of the training session(s).
8.4 Training materials will be provided by ZSL shall be in electronic format and distributed to trainees for continued use during and after the training session.
8.5 Attendees will receive a Certificate of Training for the designated training session. The certificate has no guaranteed or implied indication of an individual’s competence, other than to demonstrate the holder has received training on the Hosted Services functionality for the designated session.
8.6 Training Services shall be provided in accordance with the applicable Sales Order and shall cover (inter alia) the subject matter specified in the table below.
Level Description
Basic Logging in, handling notifications, recording feedback, receiving and setting tasks for others.
Level 1 Setting recurring tasks, conducting checklist audits, suggesting change, reading & updating equipment records.
Level 2 Audit programme setup, high level audit reporting, non-conformity management & meeting management.
Level 3 System administration, review & reporting.
Level 4 All system use and functionality.
8.7 Charges with respect to Training Services shall be set out in the applicable Sales Order, providing that if no Charges are agreed with respect to Training Services the Hourly Rate shall apply.
Ad hoc services
9.1 Charges with respect to any other Services shall be set out in the applicable Sales Order, providing that if no Charges are agreed with respect to other Services the Hourly Rate shall apply.
Schedule 3 (Data processing information)
Introduction
1.1 The Hosted Services have not been designed to intentionally store personally identifiable information (other than user account information). However, ZSL accepts that content of the stated nature could be uploaded to the Hosted Services. ZSL recommends that personally identifiable information be redacted prior to upload.
Categories of data subject
2.1 Categories of data subject stored in the Hosted Service may consist of (but not limited to) the following:
Employees
Suppliers
Contractors
Customers
Job applicants
Consultants
Visitors
Prospects
Trainees
Next of kin
Types of Personal Data
3.1 Personally identifiable information stored in the Hosted Service, and may consist of (but not limited to) the following:
Name
Address
Photograph
Location Data
Online Identifier
Username
IP addresses
Qualifications & certifications
Purposes of processing
4.1 Personally identifiable information stored in the Hosted Service, is for the purpose of providing the Customer with the storage of and ability to retrieve that information.
Security measures for Personal Data
5.1 Access to the system is via a https encrypted connection. Additional security to access the system is available by way of enabling Two Factor Authentication (TFA) and using Authenticator Apps such as Google Authenticator to enter a code.
5.2 Transfer of Personal Data during setup of the Hosted Service is via a secure encrypted folder made available during setup by ZSL. Data uploaded by the Customer to the folder shall be deleted by ZSL immediately on confirmation of acceptance into the Hosted Services by the Customer
5.3 The Hosted Services are hosted on AWS servers based solely in London (UK) region where all data is stored.
5.4 Access to code, any backend tools and AWS console is strictly controlled. Employees with access are screened in line with the requirements of BS7858. Access to servers for maintenance purposes is locked by way of firewall rules and via an encrypted connection.
5.5 ZSL complies to ISO27001:2013 as per its current Statement of Applicability.
5.6 ZSL is 3rd party penetration tested annually.
5.7 The Customer shall apply appropriate internal security measures in line with laws & regulations applicable to its purpose, to ensure the security of personal data held within the Hosted Services.
Sub-processors of Personal Data
6.1 The Hosted Service is hosted on AWS (Amazon Web Services) servers based in the European London data centres only. AWS is ISO27001 certified, information can be accessed at the following web page: https://aws.amazon.com/compliance/iso-certified/
Schedule 4 (Hosted Services specification)
Introduction
1.1 The Hosted Services
ZEBSOFT ENTERPRISE (ZEBSOFT) Specification overview
ZEBSOFT is presented in three primary categories, Risk, Organisation & Improvement. It was built to give a solid QMS basis to support ISO standards as well, to give a solid ISO foundation to support GRC.
ZEBSOFT also has communication tools for announcements, assigning tasks and notifying users of actions.
ZEBSOFT has been created to simplify the way in which businesses control their compliance requirements & to facilitate Continual improvement methodology.
This document is intended to give a specification list of each module and is not instructions on how the module works.
Risk
Risk Management
Risk by area
Complaints
Interested parties
Compliance register
Internal & external issues
Environmental aspects
COSHH
Statement of Applicability
Contingency plans
1.3 Organisation
Goals, objectives & KPIs
People;
Organisational roles
Teams
Training & competency
Licenses & certificates
Assets
Equipment & infrastructure
Equipment plan
Document control
Document register
System document setup
Externally controlled documents
Process instructions
Process documents & forms
Company policies
ISO documents
Operational processes
External providers (suppliers)
Opportunities
1.4 Improvement
Audit programme
Audit results & non-conformity
Record a non-conformance
Checklist auditing
Management review
Meetings management
Feedback management
Change management
Monitoring & measuring
1.5 Communication
Tasks
Announcements
Notifications
1.6 Utility
Account
User management
Structure – sites & departments
Organisation