1.1 These terms and conditions shall govern your use of the website https://zokri.com (the “Website”), the FAST Transformation Toolkit https://fast.zokri.com, the application https://app.zokri.com & https://mobile.zokri.com, the ZOKRI Microsoft Teams App, and the ZOKRI Slack App (collectively the “Services”).
1.2 By using our Services, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our Services.
1.3 If you create an account on our Services, we will ask you to expressly agree to these terms and conditions.
1.4 You must be at least 18 years of age to use our Services; by using our Services or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
2 Copyright notice
2.1 Copyright (c) 2018-23 Lunar Partners Ltd.
2.2 Subject to the express provisions of these terms and conditions:
(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our Services; and
(b) all the copyright and other intellectual property rights in our Services are reserved.
3 Licence to use Services
3.1 You may use our Services subject to the other provisions of these terms and conditions.
3.2 You may only use our Services for your own business purposes, and you must not use our Services for any other purposes.
3.3 Unless you own or control the relevant rights in the material, you must not:
(a) republish material from our Services;
(b) sell, rent or sub-license material from our Services;
(c) show any material from our Services in public.
For the avoidance of doubt, material from our Services includes the examples and resources provided as part of the Services.
3.6 Notwithstanding Section 3.5, you may redistribute our newsletter and blog posts in print and electronic form to any person.
3.7 We reserve the right to restrict access to areas of our Services, or indeed all Services, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our Services.
4 Acceptable use
4.1 You must not:
(a) use our Services in any way or take any action that causes, or may cause, damage to the Services or impairment of the performance, availability or accessibility of the Services;
(b) use our Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c) use our Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
5 Use on behalf of organisation
5.1 If you use our Services or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
(a) yourself; and
(b) the person, company or other legal entity that operates that business or organisational project,
to these terms and conditions, and in these circumstances references to “you” in these terms and conditions are to both the individual user and the relevant person, company or legal entity.
6 Registration and accounts
6.1 You may register for an account with our Services by completing and submitting the account registration form available in our Services.
6.2 You can invite other persons to have access to your account, and such persons will be subject to these terms and conditions upon registering.
6.3 You must notify us in writing immediately if you become aware of any unauthorised use of your account.
7 User login details
7.1 If you register for an account with our Services, or have been given access to an account, you will be asked to enter an email and choose a password, or you can Google or Microsoft Sign In.
7.2 If you register with an email and password, you must keep your password confidential.
7.3 You must notify us in writing immediately if you become aware of any disclosure of your password, or unauthorised access to our Services via Google or Microsoft Sign In.
7.4 You are responsible for any activity on our Services arising out of any failure to keep your password confidential, or your Google or Microsoft account secure, and may be held liable for any losses arising out of such a failure.
8 Cancellation and suspension of account
8.1 We may suspend or delete your account if any subscription payment under Section 9.2 or invoice issued under Section 9.5 is outstanding 30 days after the due date.
8.2 You may cancel your account on our Services using the option available in the Services or emailing us requesting cancellation. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.
9.1 To subscribe to a paid subscription on our Services, you must pay the applicable fees after you have registered an account on our Services. The contract between us for the supply of the Services shall come into force upon receipt of payment.
9.2 The paid subscription will continue and payments will be taken according to the subscription plan until you cancel the subscription. You can cancel at any time using the option available in the Services and any cancellation is subject to 8.2.
9.3 For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified on our Services in relation to your subscription type.
9.4 We may from time to time vary the benefits associated with a subscription by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.
9.5 You can also subscribe to the Services by payment of an Invoice, and such Invoice will describe the length and type of Services to be provided. The contract between us for the supply of the Services shall come into force upon receipt of payment. You can cancel at any time by emailing us requesting cancellation and any cancellation is subject to 8.2.
10.1 The fees for subscriptions on our Services will be as set out on the Website from time to time.
10.2 All amounts stated in these terms and conditions, or in Invoices, or on our Website are stated exclusive of VAT / Sales Tax which will be added as applicable.
10.3 You must pay to us the fees in respect of our Services in advance, in cleared funds, in accordance with any instructions on our Website.
10.4 We may vary fees from time to time by posting new fees on our Website, but this will not affect fees for services that have been previously paid or any fees that are subject to a separate pricing agreement.
10.5 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
10.6 If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
(a) an amount equal to the amount of the charge-back;
(b) all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
(c) an administration fee of GBP 100.00; and
(d) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees),
and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.
10.7 If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you. Any suspension of service does not clear the debt and the amount outstanding will still be due.
11 Your content licence
11.1 You retain ownership of all of your intellectual property rights in your content. We do not claim ownership over any of your content. These terms do not grant us any licenses or rights to your content except for the limited rights needed for us to provide the Services, and as otherwise described in these terms and conditions.
11.2 You grant us a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, but only for the limited purposes of providing the Services to you.
11.3 This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your content and any residual backup copies of your content made in the ordinary course of our business.
11.4 This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you.
11.5 If you provide us with feedback about the Services, we may use your feedback without any obligation to you.
12 Your content: rules
12.1 You warrant and represent that your content will comply with these terms and conditions.
12.2 Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
12.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) be in breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) be in breach of official secrets legislation;
(k) be in breach of any contractual obligation owed to any person;
13 Report abuse
13.1 If you learn of any unlawful material or activity on our Services, or any material or activity that breaches these terms and conditions, please let us know.
13.2 You can let us know about any such material or activity by email.
14 Limited warranties
14.1 We warrant:
(a) the Services are free from material defects as is standard practice for SaaS products;
(b) the Services shall be provided in a timely and professional manner by experienced and qualified personnel according to generally accepted standards of the relevant industry;
(c) to use best endeavour to maintain at least a 99.9% uptime for the Services;
(d) we have and will continue to use all reasonable endeavours, software and the most up to date antivirus definitions available from an industry accepted antivirus software seller to minimise the impact of Malicious Software accessing systems owned by, under the control of, or used by you via our access to these systems. For the purposes of this agreement, ‘Malicious Software’ shall mean any software code or program intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence;
(e) we shall comply with all applicable laws and regulations in connection with the provision of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations;
(f) the Services do not and shall not infringe the intellectual property rights of any third party; and
(g) we have procured and will continue to maintain all necessary consents, licences, approvals and authorisations required to provide the Services.
14.2 To the maximum extent permitted by applicable law, subject to Section 15.1 and except as expressly provided in these terms & conditions, we exclude all representations and warranties relating to the subject matter of these terms and conditions and the use of our Services.
15 Limitations and exclusions of liability
15.1 Nothing in these terms and conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Section 15 and elsewhere in these terms and conditions:
(a) are subject to Section 15.1; and
(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
15.3 To the extent that our Services are provided free of charge, we will not be liable for any loss or damage of any nature.
15.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
15.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
15.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
15.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the use of the Services or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
15.8 Our aggregate liability to you in respect of any contract to provide the Services to you under these terms and conditions shall not exceed the total amount paid and payable to us for the previous 3 months of the contract.
16.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our Services or any breach by you of any provision of these terms and conditions.
17 Breaches of these terms and conditions
17.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
(a) send you one or more formal warnings;
(b) temporarily suspend your access to the Services;
(c) commence legal action against you, whether for breach of contract or otherwise; and/or
(d) suspend or delete your account on the Services.
17.2 Where we suspend or prohibit or block your access to some or all of the Services, you must not take any action to circumvent such suspension or prohibition or blocking.
18 Third party websites
18.1 Our Website and Services includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
18.2 We have no control over third party websites and their contents, and subject to Section 15.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.
19 Trade marks
19.1 ZOKRI (UK3333504, US5727347), our logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
19.2 The third party registered and unregistered trademarks or service marks on our Services are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
20.1 We may revise these terms and conditions from time to time.
20.2 The revised terms and conditions shall apply to the use of our Services from the date of publication of the revised terms and conditions on the Website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
20.3 If you have given your express agreement to these terms and conditions, we will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our Services from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our Services.
21.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
21.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions. Such approval will not be unreasonably withheld.
22.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
22.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
23 Third party rights
23.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
23.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.
24 Entire agreement
25 Law and jurisdiction
25.1 These terms and conditions shall be governed by and construed in accordance with English law.
25.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
26 Statutory and regulatory disclosures
26.1 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our Website. We recommend that you consider saving a copy of these terms and conditions for future reference.
26.2 Our VAT number is 282449677.
26.3 Our ICO reference is ZA485201.
27 Our details
27.1 The Services are owned and operated by Lunar Partners Ltd.
27.2 Lunar Partners Ltd is registered in England and Wales under registration number 11057759, with its registered office at 1 Hillside Road, Ashtead KT21 1RZ.
27.3 You can contact us:
(a) by post, using the postal address given above;
(b) using contact form available in the Services; or
(d) by email at [email protected].
Last Updated: 21 August 2023