1. What this agreement is about
1.1. By using the Zupastore services (“Zupastore”) or any other service provided by Intelling Limited you agree to be bound by the following terms and conditions of use (“Terms”).
1.2. Zupastore includes a variety of products and services related to managing online and physical shops. When we refer to Zupastore in these Terms, we mean all products and services in the Zupastore family, including free trials and demonstrations of those products and services.
1.3. Any new additions or modifications to Zupastore are also subject to these Terms.
1.4. We may change these Terms at any time. When we do so, we will make reasonable efforts to notify you of these changes via email, but it is up to you to regularly check, read, understand and agree to the most recent version of these Terms as you will be deemed to accept all changes if you continue to use Zupastore.
2. Who this agreement is between
2.1. This agreement is between: you, the person or organisation authorised to use Zupastore; and us, Zupastore (registered address: Zupastore, 18 Athol Street, Douglas, Isle of Man, IM1 1JA).
2.2. By entering into this agreement, we both agree to be bound by and keep to it.
2.3. By accepting this agreement, either by clicking a button or similar element on one of our websites indicating your acceptance or by signing an order form referencing these Terms, you agree to the Terms. If you are accepting this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2.4. If you do not agree with these Terms, you must not accept this agreement and you may not use Zupastore.
2.5. This agreement starts from the earliest date you accept these Terms.
2.6. This agreement will continue until terminated in accordance with the Termination clauses in these Terms.
3. Who may use Zupastore
3.1. You must be 18 years or older to use Zupastore.
3.2. To use Zupastore you must apply for a Zupastore account (“Account”) by providing an email address and any other information we require. We may reject your application for an Account or cancel your Account for any reason in our sole discretion.
3.3. You acknowledge that we will use the email address you provide as the primary method of communication with you.
3.4. You are responsible for all usage of, and content created with Zupastore, including text, images and video under your Account.
4. Your data
4.1. All data, including text, images, videos and other information inputted into Zupastore remains yours but access to your data is dependent upon you complying with these Terms and all fees being paid in full.
4.2. You must keep copies of all data inputted into Zupastore. We will make reasonable efforts to prevent your data being lost or damaged but cannot guarantee this.
4.3. At the end of a free trial or demo, if you choose not to continue using the Zupastore service by signing up for a Zupastore Subscription (“Subscription”), any data you have inputted into Zupastore may be deleted.
4.4. If this agreement is terminated then Zupastore may delete your data at any time after the termination date. If you want a copy of your data this must be requested by emailing us at firstname.lastname@example.org before terminating this agreement.
4.5. Zupastore may use any of your data for our own analysis and service improvement however we will never share any of your data with third parties.
4.6. If you provide us with information which contains personal data you agree and authorise us to process that data in accordance with the Data Protection Act 1998 if you subscribe to Zupastore in the United Kingdom. Where we use the terms “personal data”, “data processor” and “data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
4.7. If at any time you do not want us to use your personal data for customer research, informing you about other products or services, or you do not wish to receive targeted advertising or marketing, please email us at email@example.com.
4.8. We will use any Customer Data that you transfer to us or is inputted in Zupastore pursuant to this agreement to:
4.8.1. provide, manage and administer your use of Zupastore;
4.8.2. fulfil our contractual obligations under this agreement; and
4.8.3. undertake internal testing of our system to test, fix and improve the security, performance and provision of Zupastore under this agreement. We will anonymise all data (including Customer Data) used for these purposes.
4.9. You warrant and represent that:
4.9.1. you will comply with the Data Protection Laws;
4.9.2. you are authorised pursuant to the Data Protection Laws to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;
4.9.3. you will where required under the Data Protection Laws obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing Zupastore; (iii) us to disclose the personal data to those parties set out in clause
4.9.4. below including where the recipients of the personal data are outside the European Economic Area.
4.10. We warrant and represent that during the term of this agreement we will:
4.10.1. comply with the Data Protection Laws applicable to us whilst such personal data are in our control;
4.10.2. (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and
4.10.3. take reasonable steps to ensure the reliability of our employees who have access to any personal data.
4.11. We may provide Customer Data that you transfer to us pursuant to this agreement to:
4.11.1. our agents, service providers and other companies within the Zupastore group of companies;
4.11.2. law enforcement agencies;
4.11.3. any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and
4.11.4. any other person who has a legal right to require disclosure of the information.
5. Demos and Free Trials
5.1. Demo accounts are not secure and anyone with the link to your demo account can access your data. To keep your data secure and private you must register for an Account.
6.1. Without asking your express permission, Zupastore may use your business name, details of your public website and images of your business, logo and website in our own marketing materials.
6.2. Zupastore will never publicly disclose any data about your business performance including sales, customer data or website usage without asking for your permission. However, we may publish anonymised data about Zupastore users, for example the total sales generated by all Zupastore users, without asking permission.
7.1. Our Subscription plan prices may change and we will notify you at least 30 days before any changes take effect.
7.2. You will be normally be charged for using Zupastore once each month, usually on the 1st day of each month. Your invoice will be available in the My Account section of Zupastore.
7.3. When you sign up for a Subscription, or upgrade your Subscription, you will be charged immediately a prorated fee for the remaining days in the current month, starting from the next day up to the last day of the month.
7.4. If you cancel your Subscription we will not refund any amounts paid in advance for the applicable Subscription period.
8. Your website
8.1. You must comply with all applicable laws and legislation in respect of your use of Zupastore and you must ensure that any content added to Zupastore will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent, immoral or promotes illegal or unlawful activities.
8.2. You must use a secure password to access Zupastore and keep your password safe. Your password must not be shared with anyone else. If you need other users to access Zupastore a separate user account must be created for them and all users must agree to be bound by these Terms.
8.3. You must not introduce any virus, malware or other such harmful technology into Zupastore.
8.4. You must not attempt to gain unauthorised access to any area of Zupastore.
8.5. You must not perform any actions that affect the availability of Zupastore to our users (such as a denial of service attack).
8.6. You must not use Zupastore in any way that could damage our business or reputation.
8.7. If you discover a bug, defect or other such problem with Zupastore you must inform us via email to firstname.lastname@example.org immediately.
9.1. If you discover a security vulnerability in Zupastore you must inform us via email to email@example.com and you must not publicly disclose this information.
10. Payments from your customers
10.1. To accept payments from your customers via your Zupastore website, you must have an active Stripe account in place.
10.2. All payments are handled by Stripe and are governed by Stripe’s Terms available at https://stripe.com/gb/terms.
10.3. You acknowledge that Zupastore cannot guarantee the Stripe payment service will be operating at any time.
11. The Service
11.1. You acknowledge that Zupastore is not responsible for the performance of your business and does not guarantee your website will appear in search engines, be visited by customers or sell your products. You are responsible for making your business a success.
11.2. You acknowledge that Zupastore may not be compatible with your choice of web browser or computer.
11.3. You accept that Zupastore may not be entirely suitable for your business needs or meet your expectations.
12.1. If you have an active Subscription in place, we will aim to provide technical support, 24 hours a day, 7 days a week, although for reasons beyond our control we may be unable to provide this.
12.2. We will provide support by telephone, email, live chat or remote assistance as we deem appropriate.
12.3. You grant us the right to access Zupastore on your behalf to provide support.
12.4. We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Zupastore.
13. Intellectual Property
13.1. You acknowledge that you do not own any of the intellectual property rights in Zupastore or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Zupastore and any related logos, including any software we provide to replace all or part of Zupastore. The only rights you have to Zupastore are as set out in this agreement.
14. What happens if something goes wrong?
14.1. This clause sets out our entire liability to you which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
14.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Zupastore product during the 12 month period immediately preceding the date on which the claim arose (such relevant Zupastore product being the product forming the subject matter of the claim).
14.3. We will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
14.3.1. loss of profit, business or revenue and/or depletion of goodwill or similar losses;
14.3.2. loss of use or loss of or damage to data/information inputted by you into Zupastore;
14.3.3. any interruption to your business or damage to information, however that interruption or damage is caused;
14.3.4. losses you suffer as a result of using Zupastore other than as described in the relevant documents or instructions; and/or
14.3.5. any loss or damage which we could not have reasonably known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.
14.4. Nothing in this agreement will exclude or limit our liability for:
14.4.2. death of or personal injury to any person as a result of our negligence; or
14.4.3. any other matter which cannot be excluded or limited under applicable law.
14.5. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
14.6. Your and our responsibilities under this agreement are reasonable because they reflect that:
14.6.1. we cannot control how, and for what purposes, you use Zupastore;
14.6.2. we have not developed Zupastore specifically for you; and
14.6.3. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Zupastore is problem or error free.
15. Termination of this agreement
15.1. We may end this agreement:
15.1.1. immediately if we do not receive your Subscription fee or any other fees due to us under this agreement by the relevant due date; or
15.1.2. at any time on giving you at least 30 days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable Subscription period calculated from the date of termination.
15.2. You may end this agreement at any time by sending us an email to firstname.lastname@example.org. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable Subscription period, and you must immediately pay all amounts you owe to us by the date this agreement ends. If you continue to use Zupastore after the expiry of any Subscription period we will be entitled to charge you for such use at our then current applicable fees.
15.3. If you choose not to pay the Subscription fee to continue to use Zupastore at the end of any trial period your access to Zupastore will immediately end.
15.4. If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.
15.5. This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
15.6. No matter how this agreement ends, the information you store in Zupastore remains your information and you can access it in a format provided by Zupastore before the end of this agreement. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access, however, if your subscription has ended your data may have been deleted.
15.7. In addition to our rights to end this agreement, we may also suspend your use of Zupastore at any time if we do not receive payment in full when due or if we suspect that you have breached any part of this agreement.
15.8. Any suspension of your Zupastore account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Zupastore under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.
16. What else do you need to know?
16.1. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
16.2. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
16.3. This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Zupastore, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
16.4. This agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
16.5. A person who is not a party to this agreement has no right to enforce any term of it.
16.6. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
17. Which laws govern this agreement?
17.1. This agreement is governed by the laws of England and Wales and you and we both agree that the courts of England and Wales will be the only courts that can decide on legal disputes or claims about this agreement.