Zeevou's Terms of Service
These Terms of Service are intended to explain our obligations as a service provider and Your obligations as a customer.
Welcome to Zeevou, an online accounting and personal finance management service designed especially for small businesses. These Terms of Service are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.
These Terms are binding on any use of the Service and apply to You from the time that Zeevou provides You with access to the Service.
The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Zeevou reserves the right to change these terms at any time, effective upon the posting of modified terms and Zeevou will make every effort to communicate these changes to You via email or notification via the Website. It is likely the Terms of Service will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
Occasionally Zeevou may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When Zeevou makes material changes to the Agreements, we’ll provide You with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking Your agreement within the Service or by sending You an email. In some cases, Zeevou will notify You in advance, and Your continued use of the Service after the changes have been made will constitute Your acceptance of the changes. Please therefore make sure You read any such notice carefully. If You do not wish to continue using the Service under the new version of the Agreements, You may terminate Your account by emailing us firstname.lastname@example.org.
Zeevou will make reasonable efforts to keep the Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Zeevou reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.
means these Terms of Service.
means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data or contents inputted by You or with Your authority into the Website.
means the information relating to subscriptions and billing set out on the Zeevou subscriptions and billing pages on the Website, or any other page(s) on the Website notified by Zeevou, which may be updated or amended by Zeevou from time to time.
“Intellectual Property Right”
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the hospitality management services made available (as may be changed or updated from time to time by Zeevou) via the Website.
means the Internet site at the domain zeevou.com or any other site operated by Zeevou.
means Zeevou Limited, incorporated and registered in Jersey under registered number 132351 at 1st Floor Kensington Chambers, 46/50 Kensington Pl, St Helier JE4 0ZE, Jersey, Channel Islands.
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
means any content added or uploaded by You to the Service and used for the purposes of marketing or representing Your products or services including, but not limited to, images, descriptions, amenities, and reviews.
2. Use of Software
Zeevou grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service related to their organisation;
3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any, for the Subscriber’s organisation.
5. Zeevou will have the right to create an account for every Invited User and contact them directly. The invited User will have the right to interact with Zeevou as a Subscriber and may interact with other organisations that are also using the Services.
3. Your Obligations
1. Payment obligations:
Zeevou operates a Free Plan and Paid Subscriptions. If You are not on the Free Plan, an invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Zeevou will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All Zeevou invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
Zeevou may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, You accept the new price by continuing to use the Service after the price change takes effect. If You do not agree with a price change, You have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect. Once VAT becomes applicable, you agree to paying this on top of the existing price.
If You register for a Paid Subscription, You may change Your mind for any or no reason and receive a full refund of all monies paid within thirty (30) days starting from the day You sign-up for the relevant service (the “Cooling-off Period”) in accordance with the following:
- If You sign up for a Trial, You agree that the Cooling-off Period for the Paid Subscription for which You are receiving a Trial begins fourteen (14) days after You start the Trial. If You don’t cancel the Paid Subscription before the Cooling-off Period ends, You lose Your right of withdrawal and authorize Zeevou to automatically charge You the agreed price each month until You cancel the Paid Subscription.
- If You purchase a Paid Subscription with no Trial, You authorize Zeevou to charge You automatically each month until You cancel. You agree that the Cooling-off Period is available for fourteen (28) days after Your purchase but is lost once You use the Service during that period.
If You believe that Zeevou has billed You incorrectly, You must contact Zeevou no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Zeevou’s Partner Success Team.
2. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service (‘Organisations’). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that Zeevou may have under these Terms or at law, Zeevou reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.
If You have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Zeevou for access to a Paid Subscription (“Code”), separate terms and conditions presented to You along with the Code may also apply to Your access to the Service and You agree to comply with any such terms and conditions. You may also purchase access to a Paid Subscription through a third party. In such cases, separate terms and conditions with such third party in addition to the Agreements may apply to Your access to the Service.
3. General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Zeevou or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4. Access conditions:
1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Zeevou of any unauthorized use of Your passwords or any other breach of security and Zeevou will reset Your password and You must take all other actions that Zeevou reasonably deems necessary to maintain or enhance the security of Zeevou’s computing systems and networks and Your access to the Services. Zeevou reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of Zeevou’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Although Zeevou has no obligation to monitor Your use of the Services, Zeevou may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
5. Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to the amount of Data You can store on Zeevou’s servers, or the number of calls You are permitted to make against Zeevou’s application programming interface. Any such limitations will be advised.
6. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Zeevou is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Zeevou does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Zeevou against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Zeevou, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party’s obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Zeevou (or its licensors).
The Zeevou software applications and the Content are not sold or transferred to you, and Zeevou and its licensors retain ownership of all copies of the Zeevou software applications and Content even after installation on Your personal computers, mobile handsets, tablets, wearable devices, speakers, and/or other devices.
All Zeevou trademarks, service marks, trade names, logos, domain names, and any other features of the Zeevou brand are the sole property of Zeevou or its licensors. The Agreements do not grant You any rights to use any Zeevou Brand Features whether for commercial or non-commercial use.
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Zeevou Access Fee when due. You grant Zeevou a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
You promise that, with respect to any User Content You post on Zeevou, (1) You own or have the right to post such User Content, and (2) such User Content, or its use by Zeevou as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of You or Your User Content by Zeevou or any artist, band, label, entity or individual without express written consent from Zeevou or such individual or entity.
Zeevou may, but has no obligation to, monitor, review, or edit User Content. In all cases, Zeevou reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Zeevou’s sole discretion, violates the Agreements. Zeevou may take these actions without prior notification to You or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You grant Zeevou a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of Your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, You retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, You also agree to waive and not enforce any “moral rights” or equivalent rights, such as Your right to be identified as the author of any User Content, including Feedback, and Your right to object to derogatory treatment of such User Content.
Notwithstanding anything to the contrary, Zeevou shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and Zeevou will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Zeevou offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
You are solely responsible for all Content that You post. Zeevou is not responsible for Content nor does it endorse any opinion contained in any Content. You AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST ZEEVOU RELATED TO USER CONTENT THAT You POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, You WILL INDEMNIFY AND HOLD ZEEVOU HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
3. Backup of Data:
You must maintain copies of all Data inputted into the Service. Zeevou adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Zeevou expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and Your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Zeevou may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Zeevou shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
1. You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
2. Zeevou has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) You agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorizing any person who is given access to information or Data, and You agree that Zeevou has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
iii. You will indemnify Zeevou against any claims or loss relating to:
i. Zeevou’s refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. Zeevou’s making available information or Data to any person with Your authorization.
3. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
4. Zeevou does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Zeevou is not in any way responsible for any such interference or prevention of Your access or use of the Services.
5. Zeevou is not Your accountant and use of the accounting module which is offered as part of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Software and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
8. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account or the Equipment with or without Your knowledge or consent.
9. You grant us the right to (1) allow the Service to use the processor, bandwidth, and storage hardware on Your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Service, the Content You access, including its selection and placement, may be influenced by commercial considerations, including Zeevou’s agreements with third parties.
10. If You provide feedback, ideas, or suggestions to Zeevou in connection with the Service, You acknowledge that the Feedback is not confidential and You authorize Zeevou to use that Feedback without restriction and without payment to you. Feedback is considered a type of Data.
11. If Zeevou is notified by a copyright holder, using the forms provided by Zeevou, that any User Content infringes a copyright, Zeevou may in its sole discretion remove such User Content from the Service, or take other steps that Zeevou deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the User Content is not infringing, he or she may in certain circumstances submit a counter-notification to Zeevou with a request to restore the removed content, which Zeevou may or may not honor, in Zeevou’s sole discretion.
12. By reaching out to us for assistance through any channel with Your account, You acknowledge that You are providing us with the right to enter Your account and access Your full Data to try and assist You with Your query.
13. Zeevou is allowed to advertise the fact that You make use of the Services.
14. Any Guest data that You enter into Your Service either directly or through integrated third-party apps or softwares, can be used by Zeevou for the purposes of marketing. You also authorise Zeevou to share all details related to Guests entered in the Service with other Subscribers of Zeevou. Any Guest added to the platform, can become an independent user of the Services and any associated services offered by third-party partners.
15. Should You receive a Right of Erasure or Right of Rectification request under the GDPR by any of Your Guests, You are required to respond to them and deal with their request. Should Zeevou be sent a Right of Erasure or Right of Rectification request by a Guest, Zeevou reserves the right to make any necessary changes, erasures or amendments to Guest data stored in Zeevou.
3. No warranties:
Zeevou gives no warranty about the Services. Without limiting the foregoing, Zeevou does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
1. To the maximum extent permitted by law, Zeevou excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You suffer loss or damage as a result of Zeevou’s negligence or failure to comply with these Terms, any claim by You against Zeevou arising from Zeevou’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
YOU AGREE THAT ZEEVOU HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE, AND WHILE Your RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, Your SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO ZEEVOU, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
IN NO EVENT WILL ZEEVOU, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:
(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND You KNEW IT MIGHT;
(2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR (E) DAMAGE TO DEVICES, TO THE EXTENT You COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY You FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US, IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER ZEEVOU HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;
(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY You TO ZEEVOU DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR
(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND ZEEVOU’S REASONABLE CONTROL.
Nothing in the Agreements removes or limits Zeevou’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. You MAY HAVE RIGHTS UNDER APPLICABLE LAW IN Your JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE.
The Agreements will continue to apply to You until terminated by either You or Zeevou. However, You acknowledge and agree that the perpetual license granted by You in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Zeevou may terminate the Agreements or suspend Your access to the Service at any time, including in the event of Your actual or suspected unauthorised use of the Service, non-compliance with the Agreements, or if we withdraw Services (in which case we shall provide You reasonable notice in advance of doing so). If You or Zeevou terminate the Agreements, or if Zeevou suspends Your access to the Service, You agree that Zeevou shall have no liability or responsibility to you, and Zeevou will not refund any amounts that You have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. This section will be enforced to the extent permissible by applicable law.
1. Trial policy
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed when You first add Your billing details into the Services, as set out in more detail in the Fee Schedule. If You choose not to continue using the Services, You may delete Your organisation in the ‘My Zeevou’ section of the Services. Zeevou may determine Your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.
2. Prepaid Subscriptions
Zeevou will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
If You have purchased a Paid Subscription using a Code, Your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service. If You have purchased Your Paid Subscription through a third party, You must cancel directly with that third party.
3. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice ahead of the end of the billing period. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Access Fees as per the Fee Schedule up to the end of the last billing period covered by the Fee Schedule. Should a Fee Schedule not have been issued, and Your subscription be a monthly rolling one, You shall be liable to pay pro-rata up to the end of the notice period that You have provided.
1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Zeevou may take any or all of the following actions, at its sole discretion:
4. Terminate this Agreement and Your use of the Services and the Website;
5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
6. Suspend or terminate access to all or any Data.
7. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Zeevou may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
5. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Services and the Website.
6. Expiry or termination:
Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 11 survive the expiry or termination of these Terms.
9. Help Desk
1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Zeevou. If You still need technical help, please check the support provided online by Zeevou on the Website or failing that email us at email@example.com. Zeevou will use commercially reasonable efforts to respond to all Helpdesk tickets within two (2) business days.
2. Service availability:
Whilst Zeevou intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Zeevou has to interrupt the Services for longer periods than Zeevou would normally expect, Zeevou will use reasonable endeavours to publish in advance details of such activity on the Website.
The Services shall be available 95%, measured monthly, excluding holidays and weekends and scheduled maintenance. If You request maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Zeevou’s control will also be excluded from any such calculation. Your sole and exclusive remedy, and Zeevou’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than two hours, Zeevou will credit You 5% of the Access Fee for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as You (with notice to Zeevou) recognize that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, You must notify Zeevou in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Zeevou will only apply a credit to the month in which the incident occurred. Zeevou’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Zeevou to provide adequate service levels under this Agreement.
10. Third Party Applications and Devices
The Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party Devices to make the Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and Your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Zeevou does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction You may enter into with the provider of any such Third Party Applications and Devices, nor does Zeevou warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.
1. Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment:
You may not assign or transfer any rights to any other person without Zeevou’s prior written consent.
5. Governing law and jurisdiction:
If You are a tax resident of the United States of America or the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the laws of the State of California, U.S.A. govern this Agreement and Zeevou and You agree that the U.S. Dispute Resolution Process described below applies for all disputes arising out of or in connection with this Agreement or in any way relating to the Service – PLEASE READ THE U.S. DISPUTE RESOLUTION PROCESS CAREFULLY AS IT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO You IN THE EVENT OF A DISPUTE. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of Jersey and You hereby submit to the exclusive jurisdiction of the courts of Jersey for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Zeevou must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Zeevou. Notices to You will be sent to the email address which You provided when setting up Your access to the Service or, in case You subsequently update this, the main email address linked to Your account at the point that a notice is issued.
8. Warranty Disclaimer:
YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. ZEEVOU AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER ZEEVOU NOR ANY OWNER OF CONTENT WARRANTS THAT THE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, ZEEVOU MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND ZEEVOU IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN You AND THIRD PARTY PROVIDERS OF THE FOREGOING.
NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY You FROM ZEEVOU SHALL CREATE ANY WARRANTY ON BEHALF OF ZEEVOU. WHILE USING THE SERVICE, You MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND You SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.
WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING ZEEVOU’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION DOES NOT AFFECT Your STATUTORY RIGHTS AS A CONSUMER.
Zeevou may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
10. Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
11. Additional terms for United States of America
If You are a tax resident of the United States of America or the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America, the following additional terms apply:
Zeevou is not intended for consumer use (i.e., use for personal, family or household purposes).
U.S. Dispute Resolution Process
PLEASE READ THIS CAREFULLY – IT AFFECTS Your RIGHTS.
The following U.S. Dispute Resolution Process applies to tax residents in the United States of America, or if the information or Data You are accessing using the Services and the Website is that of a person who is a tax resident in the United States of America at the time that You accept these terms or if You otherwise seek to resolve a dispute in the U.S. If You are a tax resident in the United States of America or the information or Data You are accessing using the Services and the Website is that of a person who is a tax resident in the United States of America at the time that You accept these terms, You agree with Zeevou as follows:
Most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing our customer experience team at email@example.com. IN THE UNLIKELY EVENT THAT OUR CUSTOMER EXPERIENCE TEAM IS UNABLE TO RESOLVE A COMPLAINT You MAY HAVE TO Your SATISFACTION (OR IF WE HAVE NOT BEEN ABLE TO RESOLVE A DISPUTE WE HAVE WITH You AFTER ATTEMPTING TO DO SO INFORMALLY), WE EACH AGREE TO RESOLVE THOSE DISPUTES THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT INSTEAD OF IN COURTS OF GENERAL JURISDICTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; You AGREE WITH ZEEVOU THAT CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. For any non-frivolous claim that does not exceed $10,000, Zeevou will pay AAA filing, administrative and arbitrator costs. Moreover, in arbitration You are entitled to recover attorneys’ fees from Zeevou to at least the same extent as You would be in court.
You can also file a complaint at the online platform for alternative dispute resolution (ODR-platform). You can find the ODR-platform through the following link:https://ec.europa.eu/consumers/odr.
b. U.S. Dispute Resolution Process.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, You AGREE WITH ZEEVOU THAT You AND Zeevou ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, You AGREE WITH Zeevou TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. You AGREE WITH Zeevou THAT You HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing Your claim to Zeevou Limited, PO Box 437, Kensington Chambers, 46/50 Kensington Place, St Helier, Jersey, JE4 0ZE, Channel Islands. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. In addition, Zeevou will reimburse those fees and costs for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Zeevou will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines Your claims or defenses are frivolous. You agree with Zeevou that You or Zeevou may choose to have the arbitration conducted by telephone or based on written submissions. You agree with Zeevou that in person arbitration will be conducted in the county in which You reside or at another mutually agreeable location. You agree with Zeevou that the decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. You agree with Zeevou that the U.S. Dispute Resolution Process shall survive expiration, termination or rescission of this Agreement.
12. Contact Us
If You have any questions concerning the Service or the Agreements, please contact Zeevou Customer Service by visiting the About Us section of our website.
Thank You for reading our Terms. We hope You enjoy Zeevou!
Contracting entity: Zeevou Limited
1st Floor Kensington Chambers, 46/50 Kensington Pl, St Helier JE4 0ZE, Jersey, Channel Islands
© Zeevou Limited
This Controller-to-Controller Addendum (“CCA”), forms part of the Terms of Service, (the “Agreement”) between Zeevou Limited (“Zeevou”) and You (“Customer”). The Parties acknowledge that they are each a separate and independent Controller of any Personal Data. The Parties do not and will not Process Included Data as joint controllers. Each Party shall comply with the obligations that apply to it as a Controller under the GDPR, and each Party shall be individually and separately responsible for its own compliance.
1. EEA PERSONAL DATA
In this CCA:
“Agreed Purposes”: means the use of the Zeevou Service to be conducted by Customer (in accordance with the Agreement) as permitted by the Data Protection Legislation for which Zeevou will provide access to the Shared Personal Data (as defined below) when Customer uses the Zeevou Service.
“Data Protection Legislation”: means all applicable privacy and data protection laws including the General Data Protection Regulation (“GDPR”) and any applicable national implementing laws, regulations and secondary legislation in the European Union (and the United Kingdom if it is no longer part of the European Union) relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including but not restricted to the Privacy and Electronic Communications Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), and the Data Protection Act 2018.
“EU Personal Data”: means personal data relating to data subjects located in the European Economic Area (including the United Kingdom as at the date of this CCA) processed by Zeevou solely on behalf of Customer for the purpose of providing the Zeevou Service.
“Permitted Recipients”: means the parties to the Agreement and the Users.
“Shared Personal Data”: means the personal data added to the Zeevou Service by Zeevou and shared with Customer. For the avoidance of doubt, the Shared Personal Data will not include the EU Personal Data, User Data, Notes or any other personal data.
“Zeevou Service”: means the hospitality management software made available by Zeevou to Customer.
“User”: means an employee or consultant of Customer who is under the control of Customer and is authorized to use the Zeevou Service in accordance with the terms of the Agreement
“User Data”: means EU Personal Data of Users.
1.2 Sharing of Personal Data. This Section 1 sets out the framework for the sharing of personal data by Zeevou to Customer as a controller. Each party acknowledges that the Shared Personal Data will only be shared for the Agreed Purposes. The obligations and liabilities placed on Zeevou under this Section 1 shall not apply to any processing by Customer which is beyond the scope of the Agreed Purposes.
1.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within fifteen days of written notice from the other party, give grounds for the other party to terminate the Agreement with immediate effect.
1.4 Cross-border transfers. The parties hereby enter into the Standard Contractual Clauses for controllers as approved by the European Commission under Decision 2004/915/EC, attached hereto as Exhibit A (the “SCCs”) and made a part of the Agreement in their entirety.
1.5 Customer obligations. Customer shall:
- (i) process the Shared Personal Data only for the Agreed Purpose or (ii) ensure that it has all necessary notices and consents in place to enable lawful processing of the Shared Personal Data for any purpose other than the Agreed Purposes in accordance with the Data Protection Legislation and otherwise comply with all applicable laws in connection with such processing;
- not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
- ensure that all Permitted Recipients are subject to written contractual obligations (in the case of Users, to the extent that such obligations can be imposed on individuals) concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Section 1;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Zeevou, if reasonably requested, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
- not transfer any personal data received from Zeevou outside the EEA unless Customer ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer; and
- delete (providing written confirmation of destruction) or return Shared Personal Data and copies thereof to Zeevou within sixty (60) days after the end of the provision of the Zeevou Service to the Customer, and/or at any time upon Zeevou’s request unless required by law to store the personal data, and promptly direct any third parties with whom Customer has shared Shared Personal Data to promptly delete such Shared Personal Data;
- not disclose or release any Shared Personal Data in response to a data subject access request without first consulting Zeevou wherever possible;
- promptly inform Zeevou about the receipt of any data subject access request in accordance with Chapter III of the GDPR (“subject access request”);
- notify Zeevou without undue delay on becoming aware of any violation or breach of the Data Protection Legislation, provided that the provision of such notice shall not be construed as an acknowledgment of fault or liability with respect to any such violation or breach; and
- maintain complete and accurate records and information to demonstrate its compliance with this Section 1.
1.6 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation relating to the Shared Personal Data. In particular, each party shall:
- provide the other party with commercially reasonable assistance in complying with any subject access request; and
- provide all commercially reasonable assistance to the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations, and requests from, supervisory authorities or regulators.
Zeevou reserves the right to charge You for any assistance offered in complying with subject access requests.
1.7 Subject Access Requests. If Customer submits a subject access request to Zeevou for the information collected and held by Zeevou Service of the Customer, this will be provided at a reasonable cost by Zeevou within 30 days of the request being received. Zeevou may require the Customer to follow a specific process to retrieve the data, details of which will be made available to the Customer by Zeevou at the point of enquiry.
1.8 Data Shared by Customer with Zeevou Service. Any data shared by the Customer with Zeevou Service, such as but not limited to information about potential fraudulent bookings, may be used by Zeevou and distributed to other Hosts using Zeevou Service.
2. Indemnification. Customer shall indemnify, defend and hold harmless Zeevou, its affiliates, officers, directors, employees and agents against any claims, actions, proceedings, expenses, losses, damages and liabilities (including without limitation any governmental investigations, complaints and actions) and reasonable attorneys’ fees relating to or arising out of Customer’s violation of this CCA. Notwithstanding anything to the contrary in the Agreement, Customer’s indemnification obligations under this Section 2 shall not be subject to any limitations of liability set forth in the Agreement.
3. Integration. This CCA constitutes an amendment to the Agreement. This CCA, including the SCCs, and the Agreement constitute the parties’ entire agreement and understanding with respect to the subject matter hereof. Zeevou’s obligations contained in this CCA are subject to any limitations of liability set forth in the Agreement. The obligations contained in this CCA are in addition to the other obligations contained in the Agreement. In the event of a conflict between this CCA and any other terms in the Agreement, the terms of this CCA will govern. For the avoidance of doubt, to the extent that the Agreement excludes any types of information from confidentiality obligations, those exclusions shall not apply to EU Personal Data.
4. Construction. In this CCA, unless a clear contrary intention appears: (a) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (b) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this CCA; (c) reference to any gender includes each other gender; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (e) the titles and subtitles used in this CCA are used for convenience only and are not to be considered in construing or interpreting this CCA; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this CCA as a whole and not to any particular Section or Subsection of this CCA; and (g) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term.
Last updated on May 31st, 2019.
Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)
Data transfer agreement
Zeevou, Inc. (hereinafter “data exporter”)
Customer (hereinafter “data importer”)
each a “party”; together “the parties”.
For the purposes of the clauses:
- “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);
- “the data exporter” shall mean the controller who transfers the personal data;
- “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
- “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.
The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.
I. OBLIGATIONS OF THE DATA EXPORTER
The data exporter warrants and undertakes that:
- The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
- It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
- It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
- It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
- It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.
II. OBLIGATIONS OF THE DATA IMPORTER
The data importer warrants and undertakes that:
- It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
- It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.
- It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
- It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
- It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).
- At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).
- Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
- It will process the personal data, at its option, in accordance with the data processing principles set forth in Annex A.
- It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and
- the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
- the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
- data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
- with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer
III. LIABILITY AND THIRD PARTY RIGHTS
- Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
- The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).
IV. LAW APPLICABLE TO THE CLAUSES
These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.
V. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE AUTHORITY
- In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
- The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
- Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
- In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
- In the event that:
- the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
- compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
- the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
- a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
- a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
- Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
- The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
VII. VARIATION OF THESE CLAUSES
The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
VIII. DESCRIPTION OF THE TRANSFER
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.
DATA PROCESSING PRINCIPLES
1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
3.Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
(i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and
(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
(b) where otherwise provided by the law of the data exporter.
DESCRIPTION OF THE TRANSFER
The personal data transferred concern the following categories of data subjects:
Purposes of the transfer(s)
The transfer is made for the following purposes:
For provision of the Zeevou Service by data exporter to data importer.
Categories of data
The personal data transferred concern the following categories of data:
Personal identification information (name, email address, phone number, home address, gender, date of birth, etc.)
Government issued Identification Document
Vehicle registration number (where parking has been booked)
Information about your accommodation requirements such as budget, length of stay and accommodation type
Tracking information passed on to Zeevou via advertising partners or referring partners
Analytical information about the use of the Service and interactions with the Service’s interface
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
The personal data transferred concern the following categories of sensitive data:
Personal identification information (name, email address, phone number, home address, gender, date of birth, etc.)
Government issued Identification Document
Data protection registration information of data exporter
Additional useful information (storage limits and other relevant information)
Upon Termination of the Agreement, Zeevou reserves the right to maintain a copy of any data provided to the Zeevou Service by the Customer indefinitely. Subject to Customer having met all their obligations under the Agreement, Zeevou shall provide assistance to the Customer for exporting their data or transferring it to another provider in exchange for an additional payment, which will depend on the amount of work involved in providing the necessary information. This assistance will be available up to 30 days from the Termination Date.