Terms of Service

Welcome to Zibe Software Limited t/a ZIBE, a cloud-based business operating system and low-code platform designed especially for growing enterprises.
These Terms of Service (“Terms”) explain ZIBE’ 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 ZIBE provides you with access to the Service. 

1. DEFINITIONS

• “Account Owner”
  means the person or entity that uses the Service, and where the context permits can include nominated Invited Users to use the Service on their behalf.
• “Agreement”
  means the agreement between You and us as set out in these Terms.
• “Confidential Information”
  includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through use of the Service, as well as all (i) information relating to research and development, discoveries, improvements, processes, know-how, drawings, blueprints, specifications, samples, formulae, notes, patents, copyrights, trademarks, trade names, trade secrets, and patent, trademark and copyright applications; and (ii) business plans, financial information, computer hardware or software, training material, information systems, products, services, manufacturing processes, costs, sources of supply, strategic plans, advertising and marketing plans, MIS plans, customer lists, sales, profits, pricing methods, personnel files, business relationships, and other confidential information and materials of the ZIBE that may be obtained by the Account Owner under this Agreement.
• “Data”
  means any data inputted by You or with Your authority into the Website or Application.
• “ZIBE”, “we”, “us” or “our” means ZIBE, INC. described in clause 11 and includes, where appropriate in the context, all current and future related companies.
• “ZIBE Account”
  means a current Subscription Plan(s) to the Service.
• “Intellectual Property Right”
  means any patent, trade mark, 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.
• “Invited User”
  means any person or entity, other than the Account Owner, that uses the
  Service with the authorization of the Account Owner from time to time,
  including Account Owner’s clients or customers.
• “Service” or “Services”
  means the cloud-based management system, business and personal field
  service management services accessed and used using Your login name and
  password. These services may be changed or updated from time to time by ZIBE via the Website or Application
• “Subscription Plan”
  means the product selection for an Account Owner which determines the relevant extent and type of Service provided, Subscription Charges and/or Subscription Term, which is set forth in a Subscription Plan Agreement between You and ZIBE .
• “Subscription Charges”
  means the fee (excluding any taxes and duties) payable by You for the
  Services and Your Subscription Plan in accordance with the fee schedule set out on the Website or Application, which ZIBE may change from time to time with notice to You, or set forth in a Subscription Plan Agreement between You and ZIBE
• “Subscription Term”
  means the duration of Your Subscription Plan.
• “Website”
  means the Internet site at the domain [DATA] or any other site operated by ZIBE.
• “Application”
  means the program or software designed and written to provide the Service, which is accessible from smart phones, tablets, and other mobile devices.
• “You” and “Your”
  means the Account Owner, and where the context permits, an Invited User

2. USE OF SOFTWARE

1. the Account Owner determines who is an Invited User and what level of user role, access to the relevant Subscription Plan and Service that each Invited User has;
2. the Account Owner is responsible for all Invited Users’ use of the Service;
3. the Account Owner controls each Invited User’s level of access to the relevant Subscription Plan 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; and
4. if there is any dispute between an Account Owner and an Invited User regarding access to any Subscription Plan or Service, the Account Owner shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. YOUR OBLIGATIONS

1. Paying for the Service
   Unless otherwise stated, all Your Subscription Charges are due in full upon commencement of the Subscription Plan.
2. Upgrading or Downgrading Your Subscription Plan
   If You change Your Subscription Plan any charges associated with such change may alter your Subscription Charges.
3. Refunds
   No refunds or credits for Your Subscription Charge will be provided if You elect to downgrade or terminate Your Subscription Plan during Your Subscription Term.
4. Preferential pricing or discounts:
   You may, from time to time, and at the sole discretion of ZIBE, be offered preferential pricing or discounts for the Subscription Charges. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Subscription Charges in relation to all of Your Subscription Plans. Without prejudice to any other rights that ZIBE may have under these Terms or at law, ZIBE reserves the right to render invoices for the full (nondiscounted) Subscription Charges due, or to suspend or terminate Your use of the Service in the event that any invoices for those Subscription Charges are not paid in full by the due date for payment.
5. General obligations:
   You must only use the Service, Website and Application for Your own lawful internal business purposes in accordance with these Terms and/or any notice sent by ZIBE or condition contained on the Website or Application. You may use the Service, Website and Application 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 You provide services comply with and accept all terms of this Agreement that apply to You.
6. Automated Data feeds delivered into Your ZIBE account:
   Where available, automated data feeds are generally provided to You free of charge. However, ZIBE reserves the right to pass on any charges related to the provision of data feeds on a case-by-case basis at ZIBE’ sole discretion. ZIBE would first inform You via email to indicate what those charges are likely to be. You have the option to decide to discontinue use of automated data feeds at any time. To exercise this option, You must give ZIBE sufficient prior notice of which data feeds You want to discontinue. Upon receiving such notice ZIBE will arrange for such feeds to be terminated. Your use of data feeds may be subject to that third party’s Terms of Use.
7. 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 ZIBE of any unauthorized use of Your passwords or any other breach of security and ZIBE will reset Your password. You must take all other actions that ZIBE reasonably deems necessary to maintain or enhance the security of ZIBE’ computing systems and networks and Your access to the Services.
   2. As a condition of these Terms, when accessing and using the Services, You must:
      1. not attempt to undermine the security or integrity of ZIBE’ computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
      2. not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or Application, or any other systems used to deliver the Services or impair the ability of any other user to use the Services, Website or Application;
      3. 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;
      4. not transmit, or input into the Website or Application, 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
      5. 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 or Application except as is strictly necessary to use either of them for normal operation.
8. Usage Limitations:
   Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against ZIBE’ application programming interface. Any such limitations will be advised.
9. Communication Conditions:
   As a condition of these Terms, if You use any communication tools available through the Website or Application (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 e-mail, 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 Application, 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 or Application, You represent that You are permitted to make such communication. ZIBE is under no obligation to ensure that the communications on the Website or Application 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 and Application. However, ZIBE does reserve the right to remove any communication at any time in its sole discretion.
10. Indemnity:
    You shall indemnify ZIBE against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to ZIBE, including (but not limited to) any costs relating to the recovery of any Subscription Charges that are due but have not been paid by You.

4. CONFIDENTIALITY AND PRIVACY

1. Confidentiality:
   Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. Each party is prohibited from disclosing the Confidential Information to any persons who do not have a need-to-know such information. In addition, the parties (i) shall take all reasonable steps to prevent unauthorized access to the Confidential Information; and (ii) shall not use the Confidential Information, or authorize or permit other persons to use the Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights under this Agreement. As used herein, “reasonable steps” means steps that the parties take to protect their own confidential or proprietary information of a similar nature, which steps shall be no less than those necessary to exercise reasonable care.
2. Each party’s obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
   1. is or becomes public knowledge other than by a breach of this clause; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   2. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
   3. is independently developed without access to the Confidential Information.

• Privacy:
  ZIBE maintains a privacy policy that sets out the parties’ obligations in respect of the collection, use, and disclosure of personal information. You should read that policy at www.ZIBE.com/privacy-policy. Acceptance of these Terms also constitutes acceptance of the ZIBE Privacy Policy.

5. INTELLECTUAL PROPERTY
   1. General:
      Title to, and all Intellectual Property Rights in the Services, the Website, the Application, and any documentation relating to the Services remain the property of ZIBE.
   2. Ownership of Data:
      Title to, and all Intellectual Property Rights in, the Data remains property of the Account Owner. However, Your access to the Data is contingent on full payment of the Subscription Charges when due. You grant ZIBE 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.
   3. Backup of Data:
      You must maintain copies of all Data input into the Service. ZIBE adheres to its best practice policies and procedures to prevent data loss but does not make any guarantees that there will be no loss or corruption of Data. ZIBE expressly excludes liability for any loss or corruption of Data, no matter how caused. If You enable third-party applications for use in conjunction with the Services, You acknowledge that ZIBE 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. ZIBE shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
   4. Termination of Service:
      Following the termination of Your Subscription Plan, we reserve the right to delete all Your Data in the normal course of operation. You acknowledge and confirm that Your Data cannot be recovered once it is deleted.

6. WARRANTIES AND ACKNOWLEDGEMENTS
   1. Authority:
      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.
   2. Acknowledgement:
      You acknowledge that:
      1. You are authorized to use the Services, Website and Application to access including any information or Data input into the Website or Application by the information and Data that You input into the Website or Application, any person You have authorised 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, Application and the Services (whether that information and Data is Your own or that of anyone else).
      2. ZIBE 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 or Application on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) You agree that:
         1. You are responsible for ensuring that You have the right to do so;
         2. You are responsible for authorising any person who is given access to information or Data, and You agree that ZIBE has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
         3. You will indemnify ZIBE against any claims or loss relating to: A. ZIBE’ refusal to provide any person access to Your information or Data in accordance with these Terms, B. ZIBE’ 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
      4. ZIBE 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. ZIBE is not in any way responsible for any such interference or prevention of Your access or use of the Services.
      5. ZIBE is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant. You are solely responsible for confirming the accuracy of any taxation calculations generated within or by any third party applications interoperating with the Service.
      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 that the Website and Application will comply with laws applicable to You (including any laws requiring You to retain records).
   3. No warranties:
      ZIBE gives no warranty about the Services. Without limiting the foregoing, ZIBE 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 and ZIBE both acknowledge and represent that we are “in trade” and are respectively providing or acquiring the Services “in trade” for the purposes of a business and that, accordingly, it is fair and reasonable that, to the maximum extent permitted by law, all statutory consumer guarantees, conditions and guarantees or warranties and all legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Services, the Website, the Application or these Terms and, to the extent that they cannot be excluded, liability for or under them is limited to the initial fee paid by You to access the Services.

7. LIMITATION OF LIABILITY

1. To the maximum extent permitted by law, ZIBE excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss or corruption of information, loss or corruption of Data, loss of profits, loss of savings and loss of goodwill) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service, Website or Application.
2. Without limiting this clause, ZIBE is not liable to You under or in connection with these Terms, the Services, the Website, or the Application for any consequential, indirect, incidental or special damage or loss of any kind.
3. If You suffer loss or damage as a result of ZIBE’ negligence or failure to comply with these Terms, any claim by You against ZIBE arising from ZIBE’ negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the initial fee paid by You for access to the Service. The cap in this clause includes the cap set out in any prior clause.
4. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with these Terms.

8. TERMINATION

1. Trial policy:
   When You first sign up for access to the Services, if the Subscription Plan includes free trial, 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 from the day You first added Your billing details into the Services. If You choose not to continue using the Services after the expiration of any free trial period, You may delete and unsubscribe from Your Subscription Plan in the ‘My ZIBE’ section of the Services.
2. No-fault termination:
   These Terms will continue for the Subscription Term, unless otherwise altered by ZIBE, or unless the Subscription is terminated pursuant to the Subscription Plan. If You terminate the Subscription Plan, You shall be liable to pay all relevant Subscription Charges up to and including the end of the current Subscription Term.
3. Breach:
   If You:
   1. breach any of these Terms (including, without limitation, by non-payment of any Subscription Charges); or
   2. 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, then ZIBE may take any or all of the following actions, at its sole discretion:
      1. Terminate this Agreement, the Subscription Plan, and Your use of the Services, the Website and the Application;
      2. Suspend for any definite or indefinite period of time, Your use of the Services, the Website and Application;
      3. Suspend or terminate access to all or any Data.
      4. Take any of the actions listed herein with respect to 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 Subscription Charges due in relation to any of Your Subscription Plans is not made in full by the relevant due date, ZIBE may: suspend or terminate Your use of the Service, the authority for all or any of Your Subscription Plans, or Your rights of access to all or any Data.
4. 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, the Website and the Application.
5. Expiry or termination:
   Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 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 ZIBE. If You still need technical help, please check the support provided online by ZIBE on the Website or Application, or failing that email us at support@ZIBE.com
2. Service Availability:
   While ZIBE intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services, Website or Application may be unavailable to permit maintenance or other development activity to take place. If for any reason ZIBE has to interrupt the Services for longer periods than ZIBE would normally expect, ZIBE will use reasonable endeavours to publish in advance details of such activity on the Website or Application.

10. GENERAL

1. Entire agreement:
   These Terms, together with the ZIBE Privacy Policy, Subscription Plan, and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ZIBE relating to the Services and the other matters dealt within these Terms.
2. Waiver:
   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.
3. Delays:
   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 ZIBE’ prior written consent.
5. Governing Law and Jurisdiction:
   These Terms are governed by and will be construed in accordance with the laws of Pennsylvania. You submit to the non-exclusive jurisdiction of the Court of Common Pleas of Berks County, Pennsylvania in relation to disputes relating to or arising out of these Terms.
6. Severability:
   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.
7. Notices:
   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 ZIBE must be sent to notices@ZIBE.com, or to any other email address notified by email to You by ZIBE. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
8. 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.