Effective from the 3rd of April 2024.
Terms of use also includes our Data Processing Agreement and terms for Professional Services.
Table of content.
(A) Zoios provides online systems and tools via Zoios.io (the “System”) that is further described in the user documentation (such as user guides or help articles) made available through the System (the “Documentation”). The Customer (“Customer”) includes all employees directly associated with the company purchasing access to the System.
(B) The parties are entering into this agreement (which includes the data processing agreement in Appendix A (“Data Processing Agreement”) and, where applicable, the professional services terms in Appendix B) and one or more order forms (the “Order Forms”). The Order Forms will form part of this agreement and specify: (1) the product plan applying to Customer’s use of the System, which will determine (as described further in the Documentation): (a) the functionality that will be made available to Customer by the System, and (b) the System support services to be performed by Zoios (the “Support Services”), (2) any professional services to be performed by Zoios (the “Professional Services” and together with the System and the Support Services, the “Services”), and (3) the maximum number of users (also called “Employee licenses”) of Customer and any Customer Affiliates that may be designated by Customer to access, or take part in , the System (“Authorised Users”). “Affiliate” means any company that directly or indirectly controls, is controlled by, or is under common control of a party. An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50% of the voting rights of that company or entity.
1.1 Subject to payment by Customer of the Charges (as defined below in section 4.1), Zoios shall, during the subscription term specified in the Order Form (as may be extended in accordance with this agreement) (the “Subscription Term”), and in accordance with this agreement: (a) provide Customer with a nonexclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to permit the Authorised Users to access and use the System during the Subscription Term in accordance with the terms of this agreement and solely for Customer’s internal business operations, (b) perform the Support Services for Customer during the support hours and to the service availability levels specified in the Order Form, and (c) perform the Professional Services in accordance with the Order Form and the Professional Services Appendix B. Customer shall only use the Services and the Documentation for its internal business operations and in accordance with this agreement and shall use the System in accordance with the Documentation.
1.2 Customer shall designate the Authorised Users, who will only be employees and contractors of Customer and Customer Affiliates, up to the maximum number specified in the Order Form, and shall procure that only one individual uses each Authorised User account and accounts are not shared. If Customer wishes to procure additional Authorised User accounts above such maximum it shall execute an additional Order Form. The additional Authorised Users shall be coterminous with the pre-existing Subscription Term and Customer shall pay additional subscription Charges, as specified in the Order Form, for the new Authorised Users at the rate specified in the Order Form, prorated from the date of activation to the end of the then-current Subscription Term. Zoios shall invoice the additional subscription Charges at the end of the quarter in which activation occurred. Customer shall procure that Customer Affiliates and the Authorised Users comply with this agreement.
1.3 Zoios shall use reasonable efforts to make the System available to the level specified (in section 1.3.1 and 1.3.2), excluding the following excused outages: (a) planned downtime, where Zoios has given at least four hours’ advance notice, and Zoios will give longer notice where reasonably possible, (b) unscheduled maintenance in the case of actual or anticipated emergency, and (c) unavailability for reasons beyond Zoios’s reasonable control. If Service Availability of the System in a month is not met (excluding excused outages) then Zoios shall, upon notification by Customer to Zoios within 30 days of the end of the month in question, compensate Customer by 10% of the applicable monthly subscription Charges (excluding VAT) up to a maximum of 100% of that applicable monthly Charges, for each 1% of non-availability of the System below the Service Availability, calculated in minutes.
1.3.1 Zoios is committed to making the System available 24 hours a day, 7 days a week, except during maintenance periods, and except for any unavailability caused by circumstances beyond Zoios's reasonable control, including without limitation, internet service provider failures or delays or Force Majeure (including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems).
1.3.2 Zoios strives to achieve a System availability level of at least 99.5% during any monthly billing cycle (the “Service Level Objective” or “SLO”). If Zoios fails to meet the SLO, and if Customer meets its obligations under this Agreement (as prescribed in section 1.3), Customer will be eligible for compensation as described in section 1.3.
1.4 Zoios shall, to the extent required for the provision of Services under this agreement: (a) perform the Services substantially in accordance with this agreement and with reasonable skill and care, (b) comply with applicable laws, and (c) maintain any licences and consents that are needed to provide the Services and the System.
1.5 Zoios shall use reasonable efforts to correct promptly any material non-conformance of the System as detailed in the Documentation. However, Zoios will not be liable for: (a) the System or Services to the extent damage is caused by these being used contrary to Zoios’s instructions or this agreement or modified other than by, or on behalf, of Zoios, or (b) Customer’s connection to the System over the internet or integration to the System. Customer is responsible for ensuring that the System and Services meet its requirements and are fit for purpose. If Customer does not perform its obligations in a timely manner, then Zoios may reasonably adjust the delivery plan for the Services.
1.6 Zoios may modify the Documentation and System if it does not materially reduce the functionality of the System (and may provide alternative features that have materially the same benefits as the previous feature).
1.7 Zoios may use the name and logo of Customer for promotional and marketing purposes for the duration of this agreement.
2.1 Customer shall own any data or information uploaded by Customer and/or its Authorized Users into the System or provided by Customer to Zoios in connection with the Services (“Customer Data”), as well as any direct Results or derivative data generated by Zoios from such Customer Data in the course of providing the Services. Customer shall be responsible for the content of Customer Data and shall retain all rights to the Results derived therefrom.