Terms of Service

Last updated: June 2019

 

1.              DEFINITIONS

1.1           Application means the proprietary software applications designed to deliver the Service.

1.2           Charges means the fees applicable to and payable by you in accordance with the Pricing Plan as well as any interest applied to overdue Charges.

1.3           Data means any data you enter into the Website or the Application.

1.4           Invited User means any person or entity (including a client of the Subscriber) who is authorised by the Subscriber to use the Service from time to time.

1.5           Pricing Plan means the schedule of subscription plans and related prices as set out on the Website and which Zave may change and update from time to time.

1.6           Service means the hosted company management and practice management services provided via the Website and the Application as well as all related support services provided by Zave.

1.7           Subscriber means the person who is registered to use the Service, and, where the context permits, includes any entity on whose behalf that person uses the Service.

1.8           Terms means these Terms of Service.

1.9           Website means https://www.getzave.com or any other website operated by Zave.

1.10        you means the Subscriber, and where the context permits, an Invited User and your has a corresponding meaning.

1.11        Zave, our, us and we means Zave Technology Pte Limited (Singapore), Zave Technology Pty Limited (Australia) and Zave Technology Limited (Hong Kong).

2.              THESE TERMS AND DURATION OF AGREEMENT

2.1           By using the Service (excluding for the purposes of any trial period), you expressly agree to accept and be bound by these Terms. If you do not agree to these Terms, you must not use the Service. If you’re using the Service for an organisation, you are agreeing to these Terms on behalf of that organisation.

2.2           These Terms may be modified from time to time. Any changes to these Terms will be reasonably notified to you through our Website and/or via email. It is your responsibility to ensure you read, understand and agree to the latest version of the Terms that apply at the time. Your use of the Service after you have been notified that changes have been made to the Terms will be deemed to be your agreement and acceptance of such changes.

2.3           The effective date of these Terms is the earlier of the date that you accept these Terms or you start using the Service. These Terms include by reference the Privacy Policy provided to you at https://www.getzave.com/privacy-policy/and the Security Policy available at https://www.getzave.com/security-policy/

3.              CHARGES AND PAYMENT

3.1           In consideration of the provision of the Service, you shall pay the Charges as set out in each invoice.

3.2           You will be entitled to a fee free 30 day period to trial the Service. At the end of the trial period, if you elect to continue using the Service and provide Zave your payment details, we will send an invoice each month setting out the Charges to the email address you provide to us for billing purposes.

3.3           Unless we have received your authority to charge your credit card or debit your account directly, you shall pay each invoice we submit within 30 days of receipt of the invoice to a bank account nominated in writing by the us from time to time.

3.4           Without prejudice to any other right or remedy that we may have, if you fail to pay the Charges on the due date:

(a)        you shall pay interest on the overdue amount at the rate of 4% per annum above Zave’s corporate overdraft rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount and must be paid together with the overdue amount; and

(b)        we may suspend all or part of the Service until payment has been made in full.

3.5           All sums payable to Zave under this agreement:

(a)        are exclusive of tax, and you shall in addition, pay an amount equal to any tax chargeable on those sums; and

(b)        shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.              LICENCE CONDITIONS

4.1           We grant you a limited licence to access and make use of the Service via the Website and the Application.

4.2           No right (including intellectual property rights), title or interest in the Website, the Application or the Service or any associated content or materials is conveyed to you.

4.3           The licence granted in this clause 4 does not include any resale or commercial use of the Website, the Application or the Service; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website, the Application or the Service; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

4.4           We have a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. Specifically, the use of our trademarks or names in metatag keywords is trademark infringement, and the use of trademarks or names in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. You may not, without our prior express written consent, do any of the following:

(a)        link to any webpage on the Website or Application;

(b)        use any meta tags or any other ‘hidden text’ utilising our name or trademarks; or

(c)         frame, inline link or utilise other techniques to associate or juxtapose any of our trademarks, logos, or other materials with advertisements and/or other information not originating from the Website.

4.5           Any unauthorised use terminates your limited licence, and we may revoke the licence at any time for any or no reason. In the event of a violation of these Terms, we reserve the right to seek all remedies available by law and in equity.  

4.6           We retain the right at our sole discretion to deny access to anyone to the Website, the Application or the Service, at any time and for any or no reason, including, but not limited to, for violation of these Terms.

5.              YOUR DATA

5.1           Title to and intellectual property rights in the Data remains with you.  Your access to the Data is subject to payment of all Charges and any other sums due under these Terms.

5.2           By accessing the Website and using the Service, you grant Zave a limited licence to use, store, copy and distribute the Data, make it available to third parties in order to provide the Service to you and for any other purpose related to providing the Service to you.

5.3           You have sole responsibility for the accuracy, appropriateness, and completeness of the Data. We will use the Data as it is provided to us and we are not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of it.

6.              THIRD PARTY APPLICATIONS AND YOUR DATA

6.1           In order to make use of certain Service functions, you

(a)        will be required to have subscribed to and enabled certain third party applications to integrate or otherwise operate with the Service;

(b)        acknowledge that if you enable a third party application to operate with the Application, you will be using the third party application at your own risk; and

(c)         authorise Zave to give the third party application access to the Data to the extent required for the interoperation of the application with the Service and agree that Zave is not responsible for any use or treatment of the Data resulting from any such access.

6.2           In disclosing any personal data to a third party, Zave will comply with the Privacy Policy and applicable privacy laws.

7.              UPLOADING CONTENT

Whenever you make use of a feature that allows you to upload content to the Website or the Application, or to make contact with other users of the Service, you must comply with the content standards set out in clause 8.

8.              ACCEPTABLE USE POLICY

8.1           Content posted by you (if any) on the Website and the Application must not:

(a)        be or relate to offers to sell goods or services or other marketing material;

(b)        make defamatory, libellous, false or misleading comments;

(c)         use obscene, insulting, racist, sexist or otherwise discriminatory, offensive or inappropriate language;

(d)        advocate or induce others to engage in unlawful activities;

(e)        contain files that can harm the software or computer devices of other users;

(f)         infringe the right to privacy, intellectual property or proprietary rights of others; or

(g)        violate any local, foreign or international statute, regulation, rule, order, treaty, or other law.

8.2           Zave does not endorse, through implication or otherwise, any content posted by you on the Website or the Application.

9.              CYBER INTRUSION AND UNAUTHORISED ACCESS

9.1           Zave does not guarantee that the Website or the Application will be secure or free from malware.

9.2           You are responsible for configuring your information technology, computer programmes and platform in order to access the Website, the Application or the Service. You should use your own malware protection software.

9.3           You must not misuse the Website or the Application by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the Application, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may commit a criminal offence under relevant laws and regulations. Zave will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website or the Service will cease immediately.

10.           CONFIDENTIALITY

10.1        Each party undertakes that it shall not at any time disclose to any person any information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs (“Confidential Information”), except as expressly permitted by these Terms.

10.2        Each party may disclose the other party’s Confidential Information:

(a)        to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and

(b)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3        Except as expressly provided for in these Terms, no party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

11.           TERMINATION BY YOU

11.1        These Terms will continue for the monthly subscription period covered by the Charges and at the end of each month, these Terms will automatically roll over for another month, unless either party terminates these Terms under clauses 11 or 12 as the case may be.

11.2        If you elect to terminate your subscription to the Service:

(a)        you must provide 30 days written notice to [email protected]; and

(b)        you shall be liable to pay all Charges up to the end of the month in which you terminated.

11.3        If you are dissatisfied with the Service you received and cancel your use of the Service as a result, Zave may at our discretion refund the Charges paid for the Service.

12.           TERMINATION

12.1        Zave may terminate these Terms at any time by giving notice in writing to you if:

(a)        you breach any of these Terms and such breach is not remediable;

(b)        you breach any of these Terms and such breach is not remedied within 14 days of receiving written notice of the breach;

(c)         you have failed to pay the Charges on the due date; or

(d)        you become insolvent, have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets or income; have a resolution passed for your winding up; have a petition presented to any court for your winding up or an application is made for an administration order; any winding-up or administration order is made against you or you are subject to any insolvency event in any jurisdiction.

12.2        On termination by either party, Zave may:

(a)        suspend or terminate your access to the Website, the Application and the Service; and

(b)        suspend or terminate access to any or all of the Data to the extent permitted under law.  

12.3        Termination or expiry of any contract under these Terms shall not affect any accrued rights and liabilities of Zave at any time up to the date of termination.

13.           SURVIVING CLAUSES

Clauses 3.1, 5, 7, 8, 10 to 13, 14(c) and 15 to 21 survive the expiration or termination of these Terms.

14.           CUSTOMER SERVICE AND NOTICES

(a)        If you require assistance relating to the Service, you may contact Zave customer service at [email protected] 

(b)        If you require technical help, you must first take all reasonable steps to diagnose and resolve the issue before contacting Zave.

(c)         Any notice given to a party under or in connection with these Terms shall be in writing and sent by email.  Notices to Zave must be sent to [email protected].  Notices to you shall be sent to the contact email address you provided during account creation or any other email you have notified to Zave for the purpose of serving notices to you.

15.           ACKNOWLEDGEMENTS, WARRANTIES AND DISCLAIMERS

15.1        You acknowledge that:

(a)        the Website, the Application and theService is provided “as is” and you use each at your own risk;

(b)        your use of the Service does not constitute accounting, legal, tax, financial or any other professional services advice; and

(c)         your business situation is unique, and any information obtained through the Service may not necessarily be appropriate for your situation.

15.2        Before making any financial decision or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other professional advisers who are fully aware of your individual circumstances.

15.3        In relation to the Website, the Application and the Service, Zave makes no warranties, either express or implied:

(a)        as to availability: we do not guarantee that the Website, the Application, any content on them or Service available through them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website or the Application for business and operational reasons. We will make reasonable efforts to give you notice of any suspension or withdrawal;

(b)        that your use of the Service will ensure compliance with your tax, accounting and other legal obligations. It is your responsibility to ensure compliance and to seek professional advice as is necessary;

(c)         that they are suitable for your business requirements. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website, the Application or the Service, whether express or implied including any relating to merchantability, fitness for a particular purpose and noninfringement; and

(d)        that they are appropriate or available for use in locations outside of the country in which your business is based.  If you access the Website, the Application or the Service from other locations, you do so at your own risk and are responsible for compliance with local laws, including export control laws and regulations.

15.4        You warrant that you:

(a)        are authorised to use the Website, the Application and the Service, and to access and provide any information which you enter into the Website, the Application or otherwise have transmitted by using the Service, as well as to access the processed information; and

(b)        shall use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantee or legislation intended to protect non-business consumers in any jurisdiction shall not apply to the supply of the Website, the Application or the Service or these Terms.

16.           LIMITATION OF LIABILITY

16.1        Zave will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Website, the Application or the Service.

16.2        In particular, Zave will not be liable for loss of data; loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

16.3        Zave assumes no responsibility for the content of third party websites linked to the Website or the Application. Such links should not be interpreted as endorsement by Zave of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

16.4        To the maximum extent permitted by applicable law, the entire liability of Zave for all claims relating to these Terms shall be limited to the amount you paid for the Service during the twelve (12) months prior to such claim.

17.           ENTIRE AGREEMENT

These Terms, which incorporate the Privacy Policy and Security Policy, constitute the entire agreement between you and Zave relating to the Service and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings.

18.           NO ASSIGNMENT

You may not assign or otherwise transfer any rights arising under these Terms without Zave’s prior written consent.

19.           SEVERABILITY

If one or more of the provisions contained in these Terms is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, that provision shall be deemed severable. Any modification to or deletion of a provision shall not affect the validity and enforceability of any remaining provisions.

20.           WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

21.           GOVERNING LAW

If the Data you enter into the Website or the Application when using the Service belongs to a tax resident of:

(a)        Singapore, then these Terms and any dispute or claim arising out of or in connection with them or their subject matter is governed by and shall be construed in accordance with the laws of Singapore and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore to settle any dispute and claim which may arise out of, or in connection with, the Terms;

(b)        Australia, then these Terms and any dispute or claim arising out of or in connection with them or their subject matter is governed by and shall be construed in accordance with the laws of Victoria andand the Parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria to settle any dispute and claim which may arise out of, or in connection with, the Terms; and

(c)         Hong Kong, then these Terms and any dispute or claim arising out of or in connection with them or their subject matter is governed by and shall be construed in accordance with the laws of Hong Kong and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong to settle any dispute and claim which may arise out of, or in connection with, the Terms

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