Welcome to Zemp Business Solutions AG terms and conditions for the supply of subscription service. This policy will inform you about specific terms and conditions of Zemp Business Solutions, which you will be bound of once you subscribe with us. Please read through these terms and keep it for your records. These terms and conditions were last updated on 10/07/2020.
Please note these terms are updated regularly, we will aim to inform and notify you about any changes via email.
By using Zemp Business Solution AG site and ZEMPCENTER software, you acknowledge that you have read and understood these Terms and conditions. You are deemed to have agreed to these Terms on behalf of any person or entity for whom you are using the Zemp Solutions AG and ZEMPCENTER service.
If you do not agree to these terms wholly or partially please do not use Zemp Solutions AG service. All rights reserved by Zemp Solutions AG service.
You or Your: The party entering into this agreement with us by paying the Subscription Fee and accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Zemp Business Solutions AG company number 1342591 and any our related companies, including
Authorised Users: Authorised Users includes any person in the business unit or units that we have agreed with you is or are to benefit from the subscription.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
Business Day: a day other than a Saturday, Sunday or public holiday in EEA.
Services: Subscription service provided by Zemp business solution AG to the customer under this agreement via https://zemp.io/terms-of-use/.
Software: The software provided by us ZEMPCENTER, which enables you to use the Services.
Subscriber Data: The data input by you (and anyone authorised by you) this could include subscribes first name, last name, email address ect.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which a Subscription Fee is payable for any Service, as specified in our invoice relating to this agreement.
This licence starts when you enter into this agreement and ends
if the Subscription Period expires without your agreeing to renew this agreement. Or
if this agreement is terminated.
To use Zemp Solution AG service you must be 18years old or over. By using our service you agree to provide us with accurate, complete and up to date account information. If there are any changes to your account details you agree that you will update your information accordingly. Account detail information includes subscribers first and last name, residential address, payment information any other relevant information about you as a subscriber to our service. The purpose of collecting this information is that we will contact you and send you any relevant information about your account such as changes to your subscription, invoices, or any other relevant information that would benefit you as a subscriber to our services.
Please inform us if you located in any U.S. embargoed countries or on any U.S. Government list of prohibited or restricted locations.
Both parties Zemp business Solutions and customer will comply with all applicable requirements of the Data Protection Legislation. This Clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
Use of your account
Zemp Business Solutions AG hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the ZEMPCENTER services during the Subscription Term.
Customer is responsible for any conduct or activity undertaken in your account including any changes made, and the input or modification of or access to any data or information in your account, by you or any of your Authorised Users. You remain responsible to appoint the right authorised users and make sure you have defined their access rights.
In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be keep confidential;
(c) if it`s reveal that the Customer has underpaid Subscription Fees to the Zemp Solutions AG by providing access to users outside of their current agreement, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in charges and payments section.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
The Zemp Business Solutions AG reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- (c) use the Services and/or Documentation to provide services to third parties; or
- (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- (e)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; or
- (f)introduce or permit the introduction of, any Virus [or Vulnerability] into the Supplier’s network and information systems.
Zemp Business Solutions shall, during the Subscription Term, provide the Services and make available the ZEMPCENTER software available to the Customer on and subject to the terms of this agreement.
Zemp Business Solutions shall use commercially reasonable endeavours to make the Services and ZEMPCENTER available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance during informed hours. We will aim to notify you when maintained will be carried out.
(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give the you at least 6 hours notice in advance.
The Zemp Business Solutions AG will, as part of the Services and at no additional cost to the Customer provide the Customer with support services during Normal Business Hours. The Support service is limited to email support and chat support only. Please note we do not provide on site support or support over the telephone. Email and chat support will be delivered with no Service level agreement.
Third party provider
Zemp Business Solutions obligations:
The Zemp Business Solutions undertakes that the Services will be performed substantially in accordance with the with reasonable skill and care.
The undertaking above shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to modification or alteration of the Services by any party other than us or the our authorised contractors or agents
The Zemp Business solutions AG:
- does not warrant that:
- the Software or the Services will be free from Vulnerabilities;
- b) Zemp Buiness Solutions AG is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing software, products and services which are similar to those provided under this agreement.
Zemp Business Solutions AG warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
The Customer shall:
- provide the Supplier with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
- without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
- carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
The Customer shall pay the Subscription Fees to the Zemp Business Solutions AG for the User Subscriptions in accordance with these terms.
Our subscription packages are listed on our website, however we remain a right to change or introduce new plans or changes to existing plans. We will aim to provide you 30 day notice prior the change.
The Customer shall on the Effective Date subscribing with us provide us with valid, up-to-date and complete credit card details or approved purchase order information acceptable by us and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
- its credit card details to us, the Customer hereby authorises the Supplier to bill such credit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- and the Customer shall pay each invoice within 30 days after the date of such invoice.
If the Zemp Business Solutions AG has not received payment within 30 days after the due date. We will be forwarding unpaid invoice to the local debt collection agency of our choise. Please note we are not laible or have any influence in additional fees and charges which may accure.
All amounts and fees stated or referred to in this agreement:
- shall be payable in euros [ ANY OTHER CURRENCY PLEASE STATE]
- If your are subscriber with us from another country, which fall outside of euro zone. Please pay your countries currently, which will then be converted into euros accordingly.
- Fees are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
You have a right to upgrade or downgrade your account at any time by following the necessary steps from your account.
In case if you downgrade your subscription the changes will become effective immediately. Please note no refunds will be paid in respect of any unused portion of any higher account offering. Also it may cause loss or fontent, features, capacity access rights of users. Zemp Business Solutions does not accept any liability for the resulting loss of data, features or capacity
In case of if you upgrade your account by going from lower to higher subscription plan we will credit the remaining paid balance into your account. From the date you upgrade your account we will deduct moneys from credit/debit card and change the date your account renewal date.
Term and termination
This agreement shall, unless otherwise terminated as provided in this Fehler! Textmarke nicht definiert.commence on the Effective Date and shall continue for the Initial Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect at the end of subscription term. For monthly subscription, customer can cancel till last day within paid period. For yerly subscription, customer can cancel till last day within the paid period.
Zemp remains the right to cancel or suspend customer account at any time on written notice effective at the end of customer`s current paid subscription period. We also may cancel or suspend your account immediately if, in our sole discretion:
- you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Vend Services;
- we consider that provision of the Vend Services, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law;
- we decide to withdraw the Vend Services from your territory or jurisdiction altogether; or
- you fail to comply with any limits or restrictions (eg, on the number of users, registers or transactions) applicable to your Vend plan.
On termination of this agreement for any reason:
- all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and the ZEMPCENTER software
- Zemp will not refund paid license if customer is deactivating license before the end oft he paid period.
- If ZEMPCENTER is cancelling the account, we will keep the data for 6 months before deleting
At the end of subscription term, customers subscription will be automatically renewed depending on the type of customer`s type of licence either monthly or yearly. license, monthly and yearly. Customer can cancel subscription prior the end of paid subscription if they do not intent to renew.
Plan Limits and reasonable use
Zemp Business Solutions AG provide subscription based services via different range of packages. Which will give you an option to choose the number of outlets, registers and users you can have. Also it will provide you different options of the numbers and total value of transactions you can process on the ZEMPCENTER and the features you have access to.
Please visit our website to see prices for different ranges of our plan and different options we offer.
We reserve the right to update those packages at our discretion at any time. We may update the plan description or change limits by increasing them or reducing. All our subscribers will be bound by changes at immediate effect. We aim to provide you notice if any changes made will affect your account significantly.
We may use information generated by your use of the Services (eg, transaction volume and revenue) for the purposes of determining the most appropriate plan and pricing for you.
We may ask you to upgrade your ZEMP account to a new plan if you exceed the limits that apply to your plan at any time.
If you’re using our trial or free plan, in addition to the terms and conditions set out in this document you are also bound to the below:
- We may ask you to upgrade your account to paid subscribtion afas our trial plans are provided for limited time only and subject to published maximum usage period (which may change from time to time).
- We will permanently delete your account if your account was inactive for your account for six (6) months. We will aim to provide you with 30 day notice before deletion.
The Customer acknowledges and agrees that the Zemp Business Solutions AG and/or its licensors own all intellectual property rights in the Services and the software. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
Zemp Business Solutions AG confirms that it has all the rights in relation to the Services and the software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party’s lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause above each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
Either party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of the clauses above shall survive termination of this agreement, however arising.
The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
- the Customer is given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
- the Customer is given sole authority to defend or settle the claim.
In no event Zemp Business Solutions AG, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Supplier; or
- the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
- the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
The foregoing state`s the Customer’s sole and exclusive rights and remedies, and Zemp Business Solution`s AG (including the employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Except as expressly and specifically provided in this agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Zemp Business Solutions AG shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Customer in connection with the Services, or any actions taken by us at the Customer’s direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Services and the Documentation are provided to the Customer on an “as is” basis.
Nothing in this agreement excludes the liability of Zemp Business Solutions AG:
- for death or personal injury caused by the Zemp Business Solutions AG negligence; or
- for fraud or fraudulent misrepresentation.
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement
Nothing in this clause shall limit or exclude any liability for fraud.