Terms of Service

Last updated: March 2023

Welcome to Zelt. Please read the Service Terms and Conditions below (our “Terms”) carefully as they contain the legal terms and conditions that govern your access and use of the Service or Professional Services provided by Zelt Technology Limited (“Zelt”). The term “Customer” means the individual or entity that registers for or uses the Services (defined below).

When you indicate agreement to the Agreement (defined below), you represent and warrant that you are authorised to execute, deliver, and bind the Customer to, the Agreement, and to act as the Customer’s agent in connection with the Agreement. The “Effective Date” of the Agreement is the earlier of the date you (a) begin using the Services, or (b) complete an Order. Zelt is not willing to provide the Services on any terms other than those in this Agreement.

Zelt has developed and updates from time to time a “Software as a Service” (or “SAAS“), which is an online business management service that assists customers in the management of customers’ employees devices, and offers “Device as a Service” (or “DAAS“), which is the rental of electronic devices provided to customers’s employees (together, the “Services“).

The “Agreement” includes the Terms, together with these preamble paragraphs, all Orders, addenda, and referenced attachments. This Agreement constitutes the terms and conditions under which Zelt is willing to provide the Customer with the Services and will take precedence over any conflicting or inconsistent text included in other materials (e.g., promotional materials) on the Site or provided to or by the Customer. Except to the extent expressly provided in an Order, the Terms will take precedence over any conflicting or inconsistent terms and conditions accompanying any Order. Any standard terms, invoicing documents, or purchase order terms provided by the Customer are rejected, unless expressly accepted by Zelt.

Zelt may modify the Terms at any time by posting updated versions of the Terms on the Site and notifying the Customer subject to the Terms effective at the time. Any continued Customer access to or use of the Service after the modifications have become effective and been communicated will be deemed conclusive acceptance of the updated Terms.

Service Terms and Conditions

The Service Terms and Conditions consist of the General Terms, the terms and conditions that apply to the Software as a Service (the “SAAS Terms“) and Device as a Service (the “DAAS Terms“) offered by Zelt to its Customers, all of which are defined below.

SAAS Terms

The SAAS Terms consist of the SAAS Heads of Terms and the SAAS Schedule, which are defined below.

SAAS Heads of Terms

1 Term: the Agreement shall begin on the Effective Date and continue for as long as You maintain a Subscription Plan. If You have a Minimum Subscription Term, you won’t be able to terminate the Agreement prior to this term elapsing.

2 Subscription Fees: Zelt operates a modular subscription structure, each with free and paid Subscription Plans. Some Subscription Plans are subject to a maximum number of Active Users. Subscription Fees are priced on per month, per Active User basis.

3 Invoicing and Payments: Whilst Zelt reserves the right to change this date, We will invoice You on the 1st of each month, and payment will be taken from the payment card on Your account unless otherwise specified. On the Effective Date, the Customer will pay the pro-rata amount of the Subscription Fee between the Effective Date and the 1st of the following month.

SCHEDULE

The schedule for the SAAS Terms is available here.

DAAS TERMS

The DAAS Terms consist of the DAAS Heads of Terms and the DAAS Schedule, which are defined below.

DAAS Heads of Terms

1 Term: You agree to rent a device for at least the Minimum Period selected in the Order at checkout. After the Minimum Period, the device rental continues on a monthly rolling basis at the same terms and can be terminated with one month’s notice to the end of the month. Before the Minimum Period, devices can also be returned, however subject to a Cancellation Fee equal to 65% of the remaining contract value. This framework agreement can be terminated or updated with one month’s notice by Zelt.

2 Logistics: Initial delivery and return are organised and paid for by Zelt subject to certain exceptions for example, in the case of damages. Zelt can provide cloud warehousing in the United Kingdom for devices during the rental period under the devices pro plan.

3 Damage and Loss: Zelt will collect and fix faulty devices free of charge to the extent covered by the manufacturer’s warranty and if you are subscribed to our pro plan we will provide a replacement device in the meantime. The Customer is responsible for any loss, theft or damage not covered in the above.

DAAS SCHEDULE

The schedule for the DAAS Terms is available here.

GENERAL TERMS

1 Confidentiality

1.1 The contracting parties mutually undertake to maintain absolute confidentiality vis-à-vis third parties regarding all business transactions which they acquire knowledge of within the framework of the collaboration, in particular regarding business and trade secrets, and to not pass these on to third parties and/or utilise them in any way, unless they are generally known facts. The obligation to maintain confidentiality shall continue even after the agreement has been terminated.

1.2 With respect to the confidentiality agreement, employees of each contracting party shall be deemed their agents within the meaning of GDPR. Insofar each contracting party shall be liable for the fault of their employees.

1.3 If third parties are used by a contracting party to fulfill their own obligations under this agreement, the respective contracting party must conclude a corresponding agreement with this third party, as well as for their employees, on confidentiality and data protection.

1.4 All mutually exchanged business documents shall be carefully stored at each parties’ business premises and protected from unauthorised inspection and shall be returned to the other party upon termination of the agreement, unless otherwise stipulated in this agreement. In any case, the contracting parties shall be liable for the careful storage of all provided data carriers, documents and other information carriers. The contracting parties shall exercise the same care as in their own affairs.

1.5 The confidentiality agreement shall also apply to this agreement itself and its annexes.

2 Miscellaneous

2.1 Should any provision of this agreement be wholly or partially invalid or later lose its legal validity, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a provision that comes closest to the intent of the parties and the meaning actually intended.

2.2 This Framework agreement and the contractual relationships between Zelt and You shall be governed by the laws of England to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2.3 Exclusive as well as international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Zelt ‘s place of business. We are entitled in all cases to bring an action at Your general place of jurisdiction and to bring an action at the place of jurisdiction which was determined in a prior individual agreement. Prevailing legal regulations, in particular concerning exclusive jurisdictions, shall remain unaffected.

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