Software Licence Terms and Conditions
ZOOM COURIER SOFTWARE
As the Licensee, you are obliged to read carefully through the following terms and conditions before entering in to this agreement. Your use, installation and distribution of the software provided to you by Zoom Couriers Ltd is an indication of your acceptance of the terms and conditions set out below. You agree that the terms and conditions of this License Agreement are the only terms and conditions applicable to your use of the product.
This agreement is between the following parties: Licensor: Zoom Couriers Ltd t/a Zoom Courier Software, Westland Square, Dublin2. and Licensee/user.
1. Our Obligations:
We agree to perform the software License using all reasonable care and in accordance with professional standards.
- The Licensee has a right to receive all Licensed Product updates and upgrades for the duration of the term of the license.
- The Licensee has a right to online technical support to raise operational queries with Zoom Courier Software’s technical team arising from use of the Licensed Product.
- In the unlikely event of a download or upload failure of the Licensed Product, Zoom Courier Software will replace the license.
- In agreeing to comply with obligations set out within this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable license to use the software License.
2. The Obligations of the Licensee/user:
Once downloaded, the Licensee may install the software and/or use the cloud based software including any modification or upgrade updates supplied by Zoom Courier Software.
During the legally agreed duration of the agreement, the Licensee shall not:
- Copy, modify or disassemble the code or any part of the Licensed Product
- Rent, transfer or redistribute the Licensed Product to others or use it to provide services to any other person without the expressed permission of Zoom Courier Software.
- Remove or alter any trademarks, logos, proprietary notices or protected content contained within the Licensed Product that may infringe on the Intellectual Property Rights of the Licensor
You are responsible for ensuring that all necessary legal, regulatory or other consents are in place prior to our performing the License Services. Without prejudice to the generality of the foregoing, the Licensee must ensure that:
- All necessary consents from staff have been obtained for the purpose of the Data Protection (relevant to the jurisdiction);
- the Licensee has complied with all trade union agreements, other collective agreements or agreed work practices which apply to the Services;
- The Licensee have an appropriate acceptable usage or similar policy in place which governs the use of computer systems in your organisation and that all of your staff who have access to the organisation’s computer systems have been provided with a copy of the policy.
the Licensee shall be solely responsible for any representations the Licensee make to its staff as a result of information you receive from Zoom Courier Software, including without limitation, any representations relating to the use or abuse of the Licensee’s computer systems.
3. Fees and Payment
all details pursuant to these aspects shall be set out in the Service Level Agreement agreed with each courier company client.
We will keep strictly confidential any information obtained from the Licensee, except insofar as we are required by law or other relevant process to disclose details of the Licensee dealings with us. This duty does not apply to documents or information which we obtained or developed independently of any work done for the Licensee or which are in the public domain.
From time to time, we are asked for names of individual clients, usually in the context of satisfying potential clients that we have the necessary expertise to service their needs. We assume that we may reveal the fact that we have provided services to the Licensee as a customer which can be used on Zoom Courier Software’s website, testimonial material or on printed product collateral, unless the Licensee have indicated otherwise in writing. The Licensor may also request the Licensee to co-operate in the creation of a client case study as part of the marketing services of the Licensed Product.
6. Data Protection and Privacy
the Licensee shall comply with all obligations as a data collector under the relevant Data Protection Acts within the primary jurisdiction and Zoom Courier Software shall comply with its obligations as a data processor acting on the Licensee’s instructions under the relevant Data Protection Acts. Therefore, the Licensee is solely responsible for the lawful collection, delivery, obtaining of consents and use of all data provided or made available to Zoom Couriers Software. Zoom Couriers Software will process such data in accordance with this Agreement and will only share data where it is necessary for the performance of this Agreement as long as sharing such information is compliant with the relevant privacy laws. The Licensee agree that we may aggregate anonymous, non-personal information in our database for the purposes of enhancing the effectiveness of our software.
7. Conflicts of Interest
We will seek to avoid potential conflicts of interest by ensuring that there are in place appropriate physical and technical safeguards and divisions of staff between those carrying out work on your behalf and those working on other potentially conflicting clients’ behalves. We reserve the right to act for such clients where such divisions and safeguards remain in place and the Licensee acknowledge that this will not give rise to a conflict of interest.
8. Intellectual Property Rights
The Zoom Courier Software’s name and trademarks are the valuable intellectual property of Zoom Couriers Ltd. In addition, while performing the Services, Zoom Courier Software will use proprietary tools and software which are owned or licensed by it. Nothing in this Agreement shall confer on you any rights to such tools or software and you will promptly notify us of any infringement or threatened infringement of any of our intellectual property or other right of which you become aware and you will provide reasonable assistance to us, at our expense, in connection therewith. We assert no rights over the content of any files or over any software which is owned or controlled by you and we operate on the basis that you have all necessary software licences, copyright clearances and other consents or authorisations required to enable us to perform the Services. In the event that there is a claim against us that our performance of the Services infringes any third party’s intellectual property rights and such claim relates to material obtained or received from you, you agree to indemnify us against any costs, losses, damages or liabilities arising in relation thereto.
9. Exclusions and Limitations of Liability
We assume no responsibility and you shall indemnify us against any liability arising against us, our employees or agents, for loss, damage, or injury to any person or property, of whatever nature and whether direct or indirect, occasioned by, arising from, or due to:
- Breach by you of any applicable laws;
- Inaccuracy or unlawfulness of any information provided by you to us;
- Any cause over which we do not have direct control, including problems attributable to your computer hardware or software (including computer viruses), telephone or other communications, Internet Service Providers, delays, non-deliveries, mis-deliveries, or service interruptions arising from an event of force majeure;
- For any loss or corruption of data, loss or interruption to business or any other direct or indirect damages arising from the use of the Licensed Product
- Under no circumstances shall the total liability of the Licensor exceed the amount the Licensee paid for the license(s)
- Any infringement of privacy rights, duty of confidentiality, breach of contractual duty or breach of the relevant Data Protection Acts within the primary jurisdiction; except and to the extent of liabilities resulting directly from the knowing or wilful misconduct of Zoom Courier Software.
Notwithstanding any other provisions of this Agreement, nothing shall exclude or limit either party’s liability for the following:
- death or personal injury resulting from that party’s negligence;
- that party’s fraud or statements made fraudulently by that party; or
- any other acts or omissions for which the Irish law prohibits the exclusion or limitation of liability.
Neither party shall be liable for any loss of profit, loss of business, loss of goodwill, loss of savings, loss of anticipated savings, whether direct or indirect, or for any indirect loss or consequential loss whatsoever and howsoever caused (even if caused by our negligence and/or breach of contract and even if we were advised that such loss would probably result).
If notwithstanding the above exclusions and limitations, we are found to be liable to you, our total liability for any claims, losses, damages or expenses whatsoever and howsoever caused (even if caused by our negligence and/or breach of contract) shall be limited for each event or series of linked events as follows:
- in relation to direct physical damage to your tangible property caused solely by our negligence, or the negligence of our employees, agents or subcontractors to a maximum sum of €100,000;
- in relation to liability outside the scope of (1.) to a maximum sum equal to the total charges (excluding VAT) actually paid by you to us under this Agreement.
10. Our Warranties to you:
- Zoom Courier Software have the necessary skill to supply the License Product;
- We will carry out the services with reasonable care and skill;
- We have the right to enter into this Agreement and provide the Licensed Product hereunder. All other warranties express or implied in relation to the Services are hereby excluded to the fullest extent permitted by law.
11. Statutory and Regulatory Obligations
You understand and accept that, we may be required in certain circumstances to make reports to regulatory and law enforcement authorities, or to disclose documents or information or take other action, as a result of information received by us or matters which come to our attention during the course of the provision of the Services. Where appropriate and permitted we will advise you in advance of any action we may be required to take.
12. Force Majeure
Neither party shall be liable to the other by reason of any failure in performance of this License Agreement if the failure arises from an event outside of its reasonable control including, without limitation, the unavailability or faulty performance of communication networks or energy sources, any act of God, any act or omission of governmental or other competent authority, fires, strikes, industrial dispute, riots, war, inability to obtain materials, embargo, refusal of licence, theft, destruction, denial of service (DoS) attacks, unauthorised access to computer systems or records, programs, equipment, data, or services.
13. Term and Termination
please refer to the Service Level Agreement.
14. Invalidity and Severability
If any provision of this License Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability shall not affect the other provisions of this License Agreement and all provisions not affected shall remain in full force and effect. Both parties will attempt to substitute the unenforceable clause with a valid and enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
15. Dispute Resolution and Governing Law
We hope that you will not have any cause for complaint. If, however, you do have any problem or complaint about us, please raise it in the first instance with firstname.lastname@example.org. These terms of business will be governed by and interpreted in accordance with the laws of Ireland. Any dispute arising out of these terms of business or our provision of services to you will be submitted in the first instance to a standard complaints process where we will seek to solve any problem you have encountered in an efficient and transparent manner. If Zoom Couriers Software is unable to solve in such a fashion, voluntary mediation under the auspices of the Centre for Dispute Resolution, Dublin, (www.dublinarbitration.com) is the first instance of mediation. Should this mediation not be successful, an arbitration by an arbitrator appointed by the arbitration body, without any conflict of interest towards either party, expressed or implied, shall take charge of the arbitration.
16. Refund Policy
The Licensor does not provide refunds even if the Licensee terminates the License Agreement prior to the contract expiring. If the Licensee has a complaint about the licensed product, the Licensee may contact the Licensor as outlined in the above paragraph.
17. Governing law
this agreement and any other agreement affiliated to this is governed by the laws of EIRE (The Republic of Ireland).