These Terms of Service govern your access to and use of the CloudToolz platform and related Zentso Solutions, and any updates, upgrades, modified versions, extensions, improvements and derivative works of the foregoing (collectively, the “Service”). 

Zentso shall have the right at any time and without prior notice to revise the terms and provisions of these Terms, or to impose new terms and conditions with respect to access to or use of CloudToolz. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Zentso website and informing you by email. Any access or use of CloudToolz by you after notice of revisions or additions to these Terms shall constitute and be deemed to be your agreement to such revisions or additions. 

CloudToolz is a Service of Zengagers Ltd, trading as “Zentso” and in these Terms of Service, we will reference ourselves as “Zentso” or “we”/“us”/”our”. By creating an account on the Service, accessing and/or using the Service, or signing up to use a Zentso solution built on the Service, you irrevocably agree to these Terms of Service. These Terms of Service govern your use of and our provision of the Service. If you do not agree to these Terms of Service, you may not create an account on, access, or use, the Service.  A description of the Service (“Service Description”) can be found here.

“You” means the entity you represent in accepting these Terms or Service or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that:  

1. you have full legal authority to bind your employer or such entity to these Terms of Service;

2. you have read and understand these Terms or Service; and  

3. you agree to these Terms of Service on behalf of the party that you represent. 

Access to CloudToolz

Access to CloudToolz via your CRM

CloudToolz requires access to your CRM or third-party application. In order to connect CloudToolz, you will provide Zentso with a user credentials for an enabled API user.  For iMIS, this account cannot be used by other integration services or for staff access and cannot have sysadmin privileges.  The username and password cannot be changed. 

If the username and/or password are changed, the connection between CloudToolz and the application will fail.  If any issues arise with your CRM system or application due to credentials being changed and/or expiring, it is your responsibility to pay for any consulting time required to fix any such consequential issues. 

Account Registration and Use License

Depending on the Solutions being utilised, you may be required to create an account (“User Account”) by registering with CloudToolz. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, CloudToolz hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Zentso elect to terminate such right in accordance with these Terms of Service. 

Credentials

You are responsible for maintaining the confidentiality of your password and for all of your activities and any activities of third parties that occur through your account, whether authorised by you or not. You agree to immediately notify Zentso of any suspected or actual unauthorised use of your User Account. You agree that Zentso will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.   

Invoicing

CloudToolz and the associated solutions built on the platform may only be accessed and used upon the payment of the applicable Subscription. The Subscription is invoiced on a monthly basis, paid annually in advance, except in the case of Consulting Services that can be purchased separately. 

Adding Solutions to your Subscription 

Any changes made to your annual Subscription by adding a further Solution will be prorated to the end of your existing renewal cycle. 

Removing solutions from your subscription 

There will be no prorating or refund for removing a Solution from your subscription in between the renewal period. Removing a Solution from your Subscription may cause the loss of features or capacity within your CRM or integrated application. Zentso does not accept any liability for any such loss. 

Support and consulting 

We can provide support and general consulting for CloudToolz and related Solutions on a time and material basis.  Product support for individual Solutions built on CloudToolz is not included with the Service.  We do not warranty the ongoing functionality, performance or APIs of the CRM or third-party application integrated with CloudToolz.  Time spent investigating or resolving issues with or caused by the CRM or third-party application will be charged as consultancy at our normal consulting rates. 

Refer to our Service Level Agreement (“SLA”) for additional information. 

Termination 

Zentso may terminate your subscription and/or these Terms of Service at any time and for any reason upon notice to you.  If we terminate your Subscription we may refund a prorated portion of your monthly payment. We will not refund or reimburse you if we terminate or suspend your subscription for cause, including (without limitation) for a violation of these Terms of Service or the CloudToolz Acceptable Use Policy. 

You can terminate your subscription to the Service by giving thirty days written notice to us stating the reasons for termination. You are responsible for cancelling your CloudToolz subscription.  Your cancellation will take effect immediately and we will not provide refunds for unused time in your current billing period.

Either party may terminate the subscription to the Service immediately by written notice to the other in the event that any of the following occur: 

1. You fail to pay any amount due in relation to the provision of the Service, or consulting time by the due date 

2. An order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other, or if a receiver is appointed in respect of the other or all or any of its assets or if the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in respect of the other. 

3. Termination of this Agreement shall be without prejudice to any other rights or remedies of the terminating party.  

Use

Acceptable Use 

You may use the Service only for lawful purposes, and only in accordance with these Terms of Service and the Acceptable Use Policy. You acknowledge that you have read, understand and agree to the CloudToolz Acceptable Use Policy, which is hereby incorporated into and made a part of these Terms of Service by this reference.  

Zentso reserves the right, but does not undertake the obligation, to monitor the Service and to investigate and take appropriate legal action against any party that uses the Service in violation of applicable law, these Terms of Service or the Acceptable Use Policy. 

Use of The Service to Send Communications:  

In using Solutions built on CloudToolz, the Service may allow you to send electronic communications.  Zentso in the provision of the Service are not liable for the outcomes of those communications. 

Your Responsibilities 

You are responsible and liable for all uses of the Service under your Account and associated User Account credentials, including without limitation, compliance with all applicable laws and regulations and third-party terms. 

Linked Third-Party Services 

The Service may contain links to and integrations with third-party websites, applications and services (“Third-Party Services”), and you agree that CloudToolz provides links to and integrations with such Third-Party Services solely as a convenience and has no responsibility for the content, availability, policies or practices of such Third-party Services, and that Zentso does not endorse such Third-party Services (or any products or other services associated therewith). Access to any Third-party Services linked to the Service is at your own risk, and Zentso is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on such Third-party Services. Your use of such Third-party Services will be subject to the terms applicable to each such Third-party Service. 

Limitation of Liability and Warranties 

1. The Service has not been written to meet your individual requirements and it is your sole responsibility to satisfy yourself prior to entering a CloudToolz subscription that the Software will meet your requirements and be compatible with your hardware/software configuration. We make no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for your requirements shall entitle you not to accept the same or give rise to any right or claim against Zentso. 

2. Zentso is not liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by you or for any wasted management time, failure to make anticipated savings or liability of you to any third-party arising in any way in connection with these Terms of Service or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss. 

3. Zentso shall not be liable for any loss or damage of whatsoever nature suffered by you arising out of or in connection with any breach of these Terms of Service by you or any act, misrepresentation, error or omission made by or on behalf of you (including without prejudice use of the Service by someone with inadequate training or experience) or arising from any cause beyond Zentso’s reasonable control. 

4. Subject to Clauses (6) and (7) below, no matter how many claims are made and whatever the basis of such claims, Zentso’s maximum aggregate liability to you under or in connection with these Terms of Service, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses (1 – 3) above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the Fee paid for the Service. 

5. Whilst we make all reasonable attempts to exclude viruses from the Service, we cannot ensure such exclusion and no liability is accepted for viruses. Thus, you are recommended to insure yourself against this risk. 

6. None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of you or your appointed agents. 

7. We give no warranties in connection with the Service other than that the Service will perform substantially in accordance with the accompanying written materials for a period of 30 days from the date of dispatch. All other warranties, express or implied, statutory or otherwise are excluded.  If you are a paying subscriber to the Service, Zentso warrants to you that it will provide the Service during the applicable subscription substantially in accordance with its Service Level Agreement (“SLA”) documentation under normal use. 

8. You hereby warrant that you have not been induced to enter into these Terms of Service by any prior representations whether oral or written except as expressly contained in these Terms of Service and you hereby waive any claim for breach of any such representations which are not so contained. 

Your Indemnification Obligations 

You hereby irrevocably agree to indemnify, defend, and hold Zentso, its affiliates, directors, employees and contractors harmless from and against any and all loss, costs, damages, liabilities and expenses (including legal fees) arising out of or related to any claim arising from or related to your breach or alleged breach of these Terms of Service, and/or Your Activity or User Content 

The foregoing indemnification obligation shall survive termination of these Terms and any use of CloudToolz. 

Proprietary Rights and Improving the Service 

CloudToolz Service 

The Service is made available on a limited access basis, and no ownership right is conveyed to you. We have and retain all right, title and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms of Service are hereby retained. 

Suggestions 

From time to time at your sole discretion, you may choose to provide suggestions, enhancement requests, recommendations or other feedback related to the Service (“Suggestions”) to us. You hereby grant to Zentso a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any Suggestions into the Service and/or other CloudToolz solutions or services. 

Improving the Service 

Notwithstanding anything to the contrary set forth herein or otherwise, Zentso will have the right to collect and analyse data and other information relating to the provision, use or performance of the Service and related systems and technologies (including information concerning the use of User Account and data derived therefrom), and to aggregate and/or de-identify all such data and information. Zentso will be free at any time to: 

1. use such information and data to improve and enhance the Service; and  

2. disclose such data in aggregate or other de-identified form in connection with its business. 

General 

These Terms of Service and the policies or terms expressly referenced and incorporated into these Terms of Service, (e.g., the Acceptable Use Policy) constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected.  These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Zentso relating to the subject matter hereof. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Service or the Acceptable Use Policy. These Terms of Service and the Acceptable Use Policy are intended to be and are solely for the benefit of Zentso and you and do not create any right in favour of any third-party.

Last updated 27/05/2021