Zenstores Terms and Conditions

1. About Zenstores and these Terms

1.1. The Zenstores platform (Service) is provided by Mechfeed Ltd (us, we) to Zenstores customers (you, your). The Service is wholly owned by Mechfeed Ltd whose registered number is 08556734 and registered address is Zenstores, Utility House, 3 York Court, Bristol, BS2 8QF. The Service can be found on www.Zenstores.com) (Website).

1.2. Your use of this Service and any additional services introduced by us and contained within constitutes acceptance by you of these Terms of Service (Terms). By using this Service, you also agree that you and your end users will comply with these Terms.

1.3. We may amend these Terms from time to time, including where we introduce new products and services to you to purchase. We will use reasonable endeavours to give you notice of such amendments prior to the effective date of such amendments, but please check these Terms from time to time. Your continued use of the Service after such amendments have come into force will constitute your acceptance of the amended Terms.

2. Eligibility

2.1. You must be a minimum age of 18 to register on and use the Service. By registering and using the Service you warrant that you are 18 or older and understand your obligations under these Terms of Service.

2.2. The Service is intended for use by persons located within the UK only. If you attempt to access the Service outside the UK, we do not guarantee that the Service will be available nor that it will be applicable to the laws and regulations in your country.

3. Registration and access to Service

3.1. In order to create an account, each account including user accounts must be connected to an individual person. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you.

3.2. You cannot create an account or username & password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate.

3.3. In the circumstance where you are an organisation, each account must be assigned to an individual employee at that organisation.

3.4. We cannot accept any accounts where accounts are registered or run through automated methods.

3.5. You are responsible for maintaining the security of account login information (username/email & password) as we cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify us immediately in the event of loss of your username/email and password so we can take appropriate action.

3.6. Please note that we never contact users requesting them to confirm their username & password or other details.

4. Carrier Services

4.1. The Service enables you to purchase carrier services (Carrier Services) provided by one of our partner carriers (Carriers). In respect of those Carrier Services:

4.1.1. Your use of the Carrier Services is governed by the terms and conditions applicable to the use of that Carrier Service, which can be found in Clause 4.2 below (Carrier Terms). Please review the Carrier Terms before you purchase the Carrier Service.

4.1.2. By purchasing Carrier Services, you accept the Carrier Terms and agree that you and your end users will comply with the relevant Carrier Terms at all times when using the Carrier Services. Any definitions of “customer” or similar in any Carrier Terms will be deemed to include you and your end users.

4.2. The Carrier Terms for the relevant Carrier Services are as follows:

For Hermes, see https://www.evri.com/terms-and-conditions

For DPD, see https://www.dpd.co.uk/standard_terms_and_conditions.jsp

For DHL, see https://send.dhlparcel.co.uk/parcel-delivery/terms-and-conditions

4.3. If we become aware of any changes to any Carrier Terms, we will notify you of such changes and your continued use of the relevant Carrier Terms shall be deemed your acceptance of them.

4.4. We reserve the right to remove any Carriers from the Service at any time without liability to you. If you have purchased from a Carrier that is being removed, we will notify you when this occurs.

5. Your use of the Service

5.1. Your use of the Service will be subject to any policies or terms included in or incorporated into the Carrier Terms. Notwithstanding such policies or terms, the following provisions in this Clause also apply to your use of the Service.

5.2. You and your end users may not:

5.2.1. licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise make the Service available for access or use by any person(s) other than your end users;

5.2.2. allow any unauthorised access to, or use of, the Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Service;

5.2.3. modify, adapt, decompile, reverse engineer or disassemble the whole or any part of the Service , or create any derivative works from the Service;

5.2.4. use the Service in a manner that interferes or disrupts with the provision of the Service by us to third parties;

5.2.5. use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;

5.2.6. use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person;

5.2.7. use the Service for any transmission, display or publication of any material in breach of the Data Protection Act 2018 (or any amending statute) dealing with data protection or similar legislation in any other country of any material which is confidential or is a trade secret;

5.2.8. use your account for any illegal, fraudulent or unauthorised purpose. You must use the Service in accordance with all applicable laws and regulations; and

5.2.9. transfer your account to any third party without our express permission.

5.3. You agree to indemnify Zenstores against all and any losses, costs and expenses Zenstores may incur as a result of any breach by you or your end users of the obligations in clause 5.2 above.

6. Storage and processing of personal data

6.1. We may process personal data on your behalf to enable various features and functionality of the Service.

6.2. If we need to share personal data with a Carrier on your behalf in order for you to use the Carrier Service, you instruct us to share personal data with that Carrier to the extent required for the use of the Carrier Service. If a Carrier processes personal data that we share with the Carrier on your behalf then by entering into the Carrier Terms, you will appoint that Carrier as a processor of personal data and the Carrier’s processing of personal data will be governed by the Carrier Terms.

6.3. For more information about how your personal data will be collected, shared, used and stored please visit our Privacy Policy here: www.zenstores.com/privacy/.

7. Marketing information

We comply with your personal communication preferences. These can be viewed within your account and our policies are outlined in our Privacy Policy: www.zenstores.com/privacy/

8. Changes to the Service

8.1. We may update the Service from time to time and may change any of the content that is uploaded by us or our partners at any time. However, we are under no obligation to update the Service and we do not guarantee that the Service, or any content on it, will be free from errors or omissions.

8.2. We may modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

9. Pricing, payment and pre-payment

9.1. Depending on which plan you use, you shall be billed for the Service on either a monthly or annual basis, at the prices set out at www.zenstores.com/pricing. These prices are exclusive of the Carrier Service(s) you have selected, the prices for which are volume-based and are displayed when you select the Carrier Service. It is your responsibility to review your selected Carrier Service(s) regularly for any changes in their prices, as your continued use of the Service shall be deemed your acceptance of those prices for the Carrier Service.

9.2. You may incur additional charges applicable to your subscribed Service, including where additional charges are levied by the Carrier for the relevant Carrier Service (for example any payment for unexpected overage). If this happens, we shall notify you of these additional charges, and these shall be added to your next bill.

9.3. As part of our Service we can offer you the ability to purchase certain volumes for Carrier Services in advance (Pre-Pay Account). You can view and top-up your Pre-Pay Account on our Website, either manually or through Direct Debit, and where your account is terminated for any reason we shall endeavour to refund you any remaining funds in your Pre-Pay Account where we have sufficient information to do so (e.g. where you have provided payment card details). It is your responsibility to view your Pre-Pay Account regularly. For more information about how your Pre-Pay Account works, please the “Carrier Service” page in your Zenstores application.

9.4. With the exception of any funds remaining in your Pre-Pay Account when your account is terminated (see clause 9.2 above), payments received from you by us shall be on a non- refundable basis expect where governed under consumer protection laws.

9.5. There will be no refunds or credits for partial months of our Service, upgrade/downgrade refunds, or refunds for months where you have not used the service.

9.6. Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason), you will be notified by email and access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts.

9.7. If you sign-up for a free trial period to our Service via our Website or directly through our sales team, we will make the Service available to you on such a basis (that is, non-paid for access) until the earlier of either:

9.7.1. the expiry of the free trial period for which you have subscribed; or

9.7.2. the commencement date of any paid-for Service requested by you.

9.8. From time to time additional terms may be applicable to a free trial period. We will make any such additional terms of service available on the Website and such terms shall be incorporated into, and shall form part of, these Terms.

9.9. Your access to the Service will terminate on expiry of the free trial period for which you have subscribed unless you subscribe to a paid plan.

We reserve the right to increase prices at any time however notice will be given of at least 30 days in advance of any price changes. In the event that you do not agree to any price increases of which you are notified, you have the right to cancel your account within this 30 day notice period.

10. Right of Refusal

We have the right to accept or decline trial and paid account requests in its sole discretion with no obligation to detail the reasoning behind such decision.

11. Term, cancellation, inactivity and termination

11.1. If you signup:

11.1.1. for an annual plan, you agree to sign up for a one (1) year period from the date you register for your account; or

11.1.2. for a monthly plan, you agree to sign up for a one (1) month period from the date you register for your account,

such relevant period being the Initial Period. At the end of the Initial Period, your account will renew automatically for subsequent one (1) year periods or one (1) month periods (as applicable, and each subsequent period being a Renewal Period), at which point your account will be billed. We will advise you only if there is to be a change to the price of the Service.

11.2. In addition to your right to cancel Clause9.10 above), you can cancel your use of the Service at any time during the Initial Period and any Renewal Period by:

11.2.1. emailing us at support@zenstores.com;

11.2.2. calling us on the phone number displayed at www.zenstores.com/help/how-to-contact-zenstores/ during hours displayed on that page; or

11.2.3. choosing to cancel your account online.

11.2.3. cand your account will remain active until the next billing date is due.

11.3. We will notify you if your account has been inactive for more than[ninety(90)days]. If your account remains inactive for one hundred and twenty (120) days, we may suspend or delete your account. Your account is deemed to be ‘inactive’ from the date you or one of your end users last logged onto the Service.

11.4. We may monitor your use of the Service and may suspend or terminate your and your end users’ use of the Service without liability if we consider that you or your end users are in breach of these Terms or the relevant Carrier Terms. This right is without prejudice to any rights that the relevant Carrier may have under the Carrier Terms.

11.5. We reserve the right to terminate or suspend your and your end users’access to the Service, at any time and for any reason. We will notify you via email of any such termination, suspension or cancellation, which shall be effective immediately upon delivery of the email.

12. Our responsibility regarding the Service

12.1. We have taken reasonable steps to ensure that the Service is reliable and suitable for the purposes for which it is intended to be used. However, we cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either:

12.1.1. scheduled downtime for Service upgrades and/or maintenance;

12.1.2. any circumstances which are beyond our control such as technical failures.

12.2. In order to fulfil its obligations in managing and upgrading the Service,we may at any time amend or suspend the Service for any reason including, but not limited to: legal, technical, or business considerations. We will notify you if this occurs.

12.3. You are responsible for maintaining all network connections required to enable you to access and use the Service. We accept no liability in respect of the reliability or performance of such network connections.

12.4. The Service is provided on an “as is” and “as available” basis. As far as we are legally allowed to do so, we exclude all warranties in relation to the Service.

13. Customer Support

13.1. Telephone support in relation to the Service is available during the hours displayed at https://www.zenstores.com/help/how-to-contact-zenstores/

13.2. A support ticket maybe raised by you at any time but you acknowledge that we will only respond during the hours outlined here: https://www.zenstores.com/questions.

13.3. If you or your end users encounter any issues with the Carrier Services,initial support(First Line Support) is available. If you require First Line Support, please follow the support case process in your Zenstores application to find out who provides First Line Support for the Carrier Service you have purchased. If we provide First Line Support for the relevant Carrier Service, please contact us using the above details and we will attempt to resolve the issue for you. If, however, we determine that the First Line Support is insufficient to resolve the issue, we shall forward the issue to the Carrier, who shall resolve the issue in line with the relevant Carrier Terms. Any issues with the Carrier Service ultimately lies with the Carrier, and we shall not be responsible for any failings in the Carrier Services.

14. Confidentiality

14.1. Zenstores will at all times be committed to ensuring the confidentiality of information. Any information submitted by you will only be used by Zenstores in accordance with your instructions or in accordance with these Terms or referenced within our Privacy Policy

14.2. To the extent necessary to implement the provisions of these Terms each party may disclose the Confidential Information to those of its employees and sub-contractors as may be reasonably necessary to perform its obligations under these Terms.

15. Warranty

15.1. it has the right to provide the Service and procure the relevant CarrierService, and any accompanying materials as contemplated under these Terms, and your use of the Service and the relevant Carrier Service does not and will not infringe the Intellectual Property Rights or other rights of any third party;

15.2. the Service will operate and function as described on the Website;

15.3. the Service will be provided with all due care, skill and diligence and by means of appropriately qualified and skilled personnel; and

15.4. Zenstores warrants that it makes good effort to check the Service for the most commonly known viruses.

16. Liability

16.1. We do not exclude or limit any liability which may not be excluded or limited bylaw. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

16.2. We exclude all implied conditions, warranties, representations or other terms that may apply to the Service.

16.3. We will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses which may be suffered by you (or any person claiming under or through you), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.

16.4. Subject to Clauses 16.1 and 16.3,our total liability,whether in contract, tort(including negligence) or otherwise and whether in connection with these Terms, shall in no event exceed a sum equal to the greater of £200 or the total fees paid by you in respect of the use of the Service in the 12 months preceding the relevant claim.

17. Intellectual property rights

17.1. All patents,inventions,copyrights,trademarks,domain names,trade secrets,know-how and other intellectual property and/or proprietary rights in the Service are and remain, as between you and us, vested in us. We grant you a limited right to access and use the Service for the purposes of accessing and selecting Carrier Services in accordance with these Terms, but otherwise you acquire no rights in the Service.

17.2. In the event that the Service infringes any third party rights, Zenstores will indemnify you against any loss or damage and shall defend and/or settle any third party claim that the Service infringes provided always that you promptly notify Zenstores of any such claim in writing, give Zenstores the sole control of any such action or proceedings and give Zenstores such assistance as it may reasonably require to settle and/or defend such action or proceedings.

17.3. Any award of costs and/or damages shall belong to Zenstores in such event, Zenstores shall, at its option:

17.3.1. procure for you the right to continue to use the Service;

17.3.2. make the Service available without infringing so far as Zenstores is aware any third party Intellectual Property Rights; or

17.3.3. terminate the Service forthwith on written notice to you.

17.4. The indemnity in Clause 17.2 above shall not apply to any infringement resulting from:

17.4.1. use of the Service which does not comply with the uses permitted under these Terms;

17.4.2. any modification or change to the Service carried out by Zenstores on your request;

17.4.3. the combination of the Service with any third party product and/or Service or modification undertaken by you without the prior written consent of Zenstores.

18. Force Majeure

18.1. The obligations of each party under these Terms shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control such as an Act of God, flood, fire, earthquake, epidemic or pandemic, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of Zenstores staff.

18.2. In the event that the above cause continues for more than thirty (30) consecutive days,either party may terminate the Service immediately upon written notice to the other party.

19. General

19.1. Nothing in these Terms is intended to confer on a person any right to enforce any of these Terms which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.

19.2. You are not entitled to transfer or assign any of your rights or obligations under these Terms without our prior written consent. We may assign, subcontract or sub-let any of our rights or obligations under these Terms.

19.3. These Terms sets out all terms agreed between the parties and supersedes and extinguishes all previous agreements, representations, misrepresentations, arrangements and understandings between the parties, whether written or oral, relating to its subject matter.

20. Governing law and jurisdiction

20.1. These Terms shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

20.2. Notwithstanding the foregoing nothing herein shall preclude Zenstores from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.

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