General Terms and ConditionsLast revision date: 23rd Jul 2012
These terms and conditions (together with the documents referred to in them) set out the terms and conditions on which we supply any of the products (Products) listed on our website http://www.zensoftware.co.uk (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of the Products, you agree to be bound by these terms and conditions (together with the documents referred to in them) each as amended from time to time.
You should print a copy of these terms and conditions for future reference.
1. Information about us
Zen Software Limited (we) is registered in England and Wales under company number 04097823 and with our registered office at Sandbrook Park, Sandbrook Way, Rochdale, OL11 1RY.
2. How the contract is formed between you and us
2.1 After placing an order, you will receive an e-mail from us (with a link to an invoice) by way of acknowledgment that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy one or more Product(s). All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that contains the Product licence key (the Licence Key Confirmation). The contract between us (Contract) will only be formed when we send you the Licence Key Confirmation.
2.2 The Contract will relate only to those Products whose licence key we have confirmed in the Licence Key Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the licence key of such Products has been confirmed in a separate Licence Key Confirmation.
3. Availability and Delivery
3.1 The Licence Key Confirmation will be emailed to you within a reasonable time of receipt of payment. This will normally be within 15 minutes if payment is submitted online. If you have not received your Licence Key Confirmation within one working day of payment being received by us, please contact us and we will resolve the issue. For the avoidance of doubt, where payment is made by cheque, "payment being received by us" means our receipt of cleared funds; not our receipt of the cheque.
3.2 The Products are available for download on our website. If you have received a Licence Key Confirmation for a given Product and, for whatever reason, you are unable to download that Product, please contact us and we will resolve the issue.
4. Price, payment, refunds and discounts
4.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error and these prices exclude VAT. Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Licence Key Confirmation. Payment shall be made in full prior to delivery and by such methods that are indicated on our site or by any other method expressly agreed by us.
4.2 When you select payment of an order by BACS it is your responsibility to meet all bank charges (if any) including without limitation our bank charges in respect of international payments to ensure that we receive the full invoice amount.
4.3 Once an order has been accepted changes or refunds cannot be made. We highly recommend that you make full use of the free trial of the Products(s) available to ensure that it meets your requirements and operates in your environment.
4.4 Once an order has been completed discounts of any kind cannot be applied to the order retrospectively.
5. Our liability
5.1 Subject to clause 5.2, our liability for losses you suffer as a result of us breaking this agreement including deliberate breaches is strictly limited to the purchase price of the Product(s) you purchased.
5.2 Nothing contained herein shall limit in any way our liability for:
5.2.1 death or personal injury caused by our negligence;
5.2.2 fraud or fraudulent misrepresentation; or
5.2.3 any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
5.3 We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract including, but not limited to, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings or loss of data.
6. Software end user licence
Products supplied by us may contain an end user license (EULA) drawn up by the owner of the software. You hereby warrant and accept that such Products can be used only in accordance with its EULA.
7. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, armed conflict, malicious damage, breakdown of plant or machinery, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions, the impossibility of the use of public or private telecommunications networks or default of suppliers or subcontractors.
All notices given by you to us must be given to Zen Software Limited at Parkway 5 (First Floor), Parkway Business Centre, Princess Road, Manchester, M14 7HR or firstname.lastname@example.org. We may give notice to you via either our site or the e-mail or postal address you provide to us when creating an Account on our website. Notice will be deemed received and properly served immediately when posted on our site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9.1 We have the right to revise and amend these terms and conditions from time to time. You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority.
9.2 If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
9.3 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Contract. We each acknowledge that, in entering into a Contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions. Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions. Nothing in this clause shall limit or exclude any liability for fraud.
9.4 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in accordance with clause 8.
9.5 Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.