Terms of Service

Effective as of May 25th 2018.

The Zenstores application [Service] is provided by Mechfeed Ltd (us, we) to you. Your use of this Service and any additional services introduced by us and contained within constitutes acceptance by you of these Terms of Service.

The Zenstores Software is wholly owned by Mechfeed Ltd whose registered number is 08556734 and registered address is Zenstores, Utility House, 3 York Court, Bristol, BS2 8QF.

1. Right to amendment of the terms of service

Zenstores reserves the right to update or change this Agreement without notice. We will when applicable make good effort to notify you of changes that affect your use of the Service.

2. Eligibility

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.

3. Registration and access to Service

    3.1 In order to an 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 Customers are responsible for maintaining the security of account login information (username/email & password) as Zenstores 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 responsible action.

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

4. Specific restrictions

When agreeing to these terms, Zenstores grants you a limited, non-transferable, non-exclusive licence to use and access the Service solely for your internal business purposes provided that you shall not:

    4.1 licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this licence or make the Service available for access or use by any person(s) other than the Users, save as for is expressly permitted by this Agreement or authorised by Zenstores;

    4.2 use the Service to process any data unlawfully or for any third party;

    4.3 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;

    4.4 modify, adapt, decipher, decompile, reverse engineer or otherwise attempt to determine the source code of the Software which makes up the Service except as otherwise expressly permitted by law;

    4.5 use the Service in a manner that interferes or disrupts with the provision of the Service by Zenstores to third parties;

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

    4.7 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;

    4.8 use the Service for any transmission, display or publication of any material in breach of the Data Protection Act 1998 (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;

    4.9 you may not use your account for any illegal or unauthorised purpose. You must not, during your use of this Service, violate any laws in your jurisdiction (including, but not limited to copyright laws);

    4.10 where you have signed-up for a subscription account, you may not transfer your concurrent licence to use and access the Service to any third party without express permission from Zenstores;

    4.12 you agree to indemnify Zenstores against all and any losses, costs and expenses Zenstores may incur as a result of any breach by you

    4.13 The above list is not intended to be exhaustive. We reserve the right to remove (with or without notice) any content and suspend or terminate (with or without notice) the account of any user who in our sole judgment is in breach of the Terms of Service.

Furthermore, you are responsible for ensuring that company users comply with the terms of this Agreement and that Users do not access or use the Service in breach of this Agreement.

Violation of Service

We reserve the right with or without notice to suspend or terminate any account in breach.

5. Storage and Processing of Customer Data

Zenstores may retain certain Customer Data to enable various features and functionality of the Service, including the resending of Customer Data to Zenstores owned products, and third parties at Customer’s discretion.

Zenstores exclusively retains and processes our Customers customer data on behalf of our customers.

By using Service, Customer acknowledges that Customer Data transmitted through the Service may be stored and processed by Zenstores within the European Union or in other countries that are Privacy Shield certified in which Zenstores or its subcontractors maintain facilities.

For more information about this please visit the Zenstores Privacy Policy here: www.zenstores.com/privacy/

    5.b Right to data

Right to request data

    Any data entered in your live account database or uploaded to the Service remain yours at all times and can be supplied if needed as a digital file upon request.

    5.c Right to deletion

Any data entered in your live account database or uploaded to the Service remain yours at all times and can be anonymised or deleted at your request.

Please find more detail about our policies regarding ‘Right to data’ on our privacy policy: www.zenstores.com/privacy/ or alternatively contact us at support@zenstores.com and mark FAO of Data Controller

    5.d Data Protection

Zenstores as a data controller

Mechfeed (T/A Zenstores), is the controller of your personal information for purposes of European data protection legislation (GDPR). Our Data Protection Officer can be reached at support@zenstores.com.

For more information about this please see our Privacy Policy: www.zenstores.com/privacy/

Zenstores as a data processor

To the extent that Zenstores is a Data Processor in respect of any Personal Data Processed by it under this Agreement.

Zenstores shall only Process Personal Data as is necessary to perform its obligations under this Agreement and ensure that such data shall be held and Processed only in accordance with the agreed terms of service.

Zenstores puts in place and at all times maintain appropriate technical and organisational measures against unauthorised, accidental or unlawful access to the Personal Data.

Marketing information

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

7. Plans, account billing, Invoicing and Refunds

    7.1 You shall be billed for the Service on a monthly basis, at the agreed price and schedule as detailed at www.zenstores.com/pricing

If you select an annual plan, you shall be billed for the Service on a annual basis, at the agreed price and schedule as detailed at www.zenstores.com/pricing

    7.2 Payments received from you by Zenstores shall be on a non-refundable basis expect when governed by consumer protection laws.

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

    7.4 Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) 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.

    7.5 We shall notify you in advance of any additional charges applicable to your subscribed Services, and no charges will added to your account without your express permission in advance.

    7.6 If you choose to add any additional Service during your Initial or Renewal Period, payment terms for any additional Service shall be agreed with Zenstores and will be set out in a new payment schedule.

    7b. Free trial

    7b.1 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:

     a) the expiry of the free trial period for which you have subscribed; or

     b) the commencement date of any paid for Service requested by you.

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, this Agreement.

    7b.2 Your access to the Service will be suspended immediately on expiry of the free trial period for which you have subscribed unless you subscribe to a paid plan.

    7c. Any data which has been inputted into the Service by you shall be archived after 120 days of inactivity on your account and be deleted unless you have specified otherwise in your Zenstores account under Privacy settings.

Inactivity is defined as but not limited to:

     a) Date a user from your company last logged into the Service

     b) Date of the most recent shipment created within Zenstores [A shipment is defined as either/and creating a label using the platform or the marking of an order as ‘dispatched; or creating an invoice with Zenstores’]

    7d. Will I be automatically charged once I've completed my free trial?

Absolutely not, you do not need to enter any billing information until you are ready to upgrade to one our paid plans.

    7e. Modifications to the Service and Prices

Zenstores reserves 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 may terminate this Agreement within the aforementioned 30 day notice period.

Right of Refusal

Zenstores has 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.

8. Cancellation and Right to Monitor

Customers are entitled to cancel a subscription at any time.

To cancel a subscription customers are required to contact Zenstores via email at support@zenstores.com or via the phone number displayed at www.zenstores.com/help/how-to-contact-zenstores/ during hours displayed on that page.

An account will remain active until the next billing date is due and will be deactivated.

Under no circumstances shall any refunds for non-use of the Service be given due to early termination of the Service by you without cause.

9. Term and termination

    9.1 You may terminate this Agreement without cause with thirty (30) days' prior notice to Zenstores to take effect only on the anniversary of the Effective Date.

    9.2 Zenstores may terminate this Agreement without cause with thirty (30) days' or more prior written notice to you to take effect only on the anniversary of the Effective Date.

    9.3 Without prejudice to any other rights to which it may be entitled:

     a) either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub-clause

     b) either party may terminate this Agreement with immediate effect if the other suffers an Insolvency Event;

     c) in the case of a force majeure event as specified under the “Force Majeure” section below, either party may terminate this Agreement with immediate effect pursuant to that Clause.

Zenstores may, as an alternative to sub-clause cancel your access to the Service with immediate effect if you are in material breach of any obligation in this Agreement.

Furthermore, verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any Zenstores customer or employee will result in immediate account termination.

Zenstores reserves the right to terminate or suspend any or all of its customer accounts at will and if reasonably necessary. Discretion will be used, and action may be taken if needed to ensure server integrity for other customers.

10. Right to service and maintenance

    10.1 Zenstores cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either:

     a) scheduled downtime for Service upgrades and/or maintenance;

     b) any circumstances which are beyond Our control such as technical failures.

    10.2 In order to fulfil its obligations in managing and upgrading the Service, Zenstores may at any time amend the Service and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations.

11. Customer Support

    11.1 Telephone support is available between the hours displayed at https://www.zenstores.com/help/how-to-contact-zenstores/

    11.2 A support ticket may be raised by you at any time but you acknowledge that Zenstores will only respond during the hours outlined here: www.zenstores.com/questions

12. Code ownership

    12.1 Zenstores houses all Software on servers which are either owned by Us or leased from third parties. Providers are listed on our privacy policy: www.zenstores.com/privacy

    12.2 Unauthorised distribution of the Software without prior consent is strictly prohibited and includes placing our Software on any physical or virtual servers or mediums without special agreement or written consent form Zenstores.

    12.3 The Zenstores code will not be accessible for any subscription accounts.

13. Data Loss & Backups

    13.1 Zenstores will make good effort to ensure that your data is secure when using the Service

    13.2 Zenstores will not accept under any circumstances the liability for any loss of customer data whether that be through general use, hacking or server failure.

    13.3 Zenstores will operate one daily backup of the subscription account data and the server itself.

14. Confidentiality

    14.1 Zenstores will at all times be committed to ensuring the confidentiality of information. Any information submitted by the customer will only be used by Zenstores in accordance with the instructions of the customer or in accordance with the terms of this agreement or referenced within our Privacy Policy.

    14.2 To the extent necessary to implement the provisions of this Agreement 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 this Agreement

15. Warranty

Zenstores warrants that:

    15.1 it has the right to provide the Service and any accompanying materials as contemplated under this Agreement and 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.

    15.4 Zenstores warrants that it makes good effort to secure the software and checks the Service for the most commonly known viruses.

16. Liability

    16.1 Zenstores’ liability:

     a) for death or personal injury caused by its negligence;

     b) for fraud or fraudulent misrepresentation or any other fraudulent act or omission;

     c) for breach of any obligations implied by section 2 of the Supply of Goods and
     Service Act 1982;

     d) or for any other liability which may not lawfully be excluded or limited;

is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

    16.2 Zenstores shall 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 (even if Zenstores has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.

Subject to Clauses (17.1 to 17.2) – Zenstores’ total aggregate liability for any:

     a) account subscription Service under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the actual amount paid by or payable you to Zenstores during the previous period of Service;

     b) free trial period under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an sum no greater than £200; whether such liability arises due to breach of contract, negligence or for any other reason.

17. Intellectual Property Rights and restricted content

    17.1 The Intellectual Property Rights in the Service and any hardware or Software used in connection with the Service is and will at all times remain Zenstores’ property or that of Zenstores' licensors.

    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.

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

     a) procure for you the right to continue to use the Service;

     b) make the Service available without infringing so far as Zenstores is aware any third party Intellectual Property Rights;

     c) terminate this Agreement forthwith on written notice to you.

    17.3 The indemnity in Clause 16.2 above shall not apply to any infringement resulting from:

     a) use of the Service which does not comply with the uses permitted under this Agreement;

     b) any modification or change to the Service carried out by Zenstores on your request;

     c) 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. Restricted Content

Uploading any restricted content as listed below may result in immediate account termination.

You must not upload, post, host or transmit the following items to or from the Service including but not limited to:

     a) Unsolicited email, SMS’s, or “Spam” messages;

     b) Worms, viruses or code of a destructive nature; or

     c) Questionable or Illegal material – including copyrighted material

19. Force Majeure

The obligations of each party under this Agreement 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, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of Zenstores staff.

In the event that the cause continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 9 under the “Termination” section above.

20. General

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

    20.1 You are not entitled to transfer or assign this Agreement without Zenstores’ prior written consent. Zenstores may assign, subcontract or sub-let this Agreement or any part thereof but will make good effort to inform you of any such process.

    20.2 All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) working days from the date of referral of the dispute to them.

    20.3 All notices in relation to this Agreement must be in English, in writing, addressed to the other party and sent to your address set out on your Company profile or to support@zenstores.com (as applicable) or such other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party's primary contract and sent to their then current portal address or email address.

    20.4 This Agreement and any Order Form 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.

    20.5 Each party acknowledges that, in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, misrepresentation, representation or warranty (whether made negligently or innocently) and whether made by either party, orally or in writing, prior to the execution of this Agreement and not expressly set out in this Agreement or any Order Form.

21. Governing Law

This Agreement 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.

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