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General Terms and Conditions of Sale and Use (“GTCSU”)
By agreeing to the GTCSU and/or using the Software, you acknowledge to have read and understood these General Terms and Conditions of Sale and Use (“GTCSU”). These GTCSU define the terms and conditions under which “ZestMeUp” will deliver the Service.
IV. Description of the Service
V. Access and use of the Service
Order Form: means an ordering document specifying the Services to be provided hereunder that is entered into between the Customer and ZestMeUp. It includes the invoicing dates, amounts and maximum number of Users “Global Perimeter”
Correction: defect or error compared to the standard that may be corrected by ZestMeUp based on the SLA
Data: means the data submitted by Customer or to the Service or Customer-specific data that is derived from Customer’s use of the Service
Functionalities: features described in the Contract, and more generally in the document, and made available to the Customer by ZestMeUp, through the Service
Customer means the Customer and/or any of Affiliates and any of ittts group companies Controlled by it.
Hosting: means all the operations related to the storage and treatment of the Service and the content of the Service.
Credentials: means the User related login, as well as the password to connect generated through Zest to the Customer or to the User
SaaS Software as A Service describe the way the Service is provided, remotely, accessible through a web navigator or a mobile application
Service: service delivered in SaaS mode by ZestMeUp to the Customer. The Service groups all the Functionalities. It can be built of one or several software. Here it means the solution Zest
Solution: means the Service, the Hosting, the Maintenance and the backup of the Service, as well as the Data and the support provided by ZestMeUp to the Users.
Support: technical and functional assistance provided to the Users in their Service usage
Users: means temporary workers, applicants, consultants, contingent workers, independent contractors, and retirees of Customer or its Affiliates whose active business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form
Per the Customer request, and provided an Order Form has been signed, an account will be created for the Customer to enable the usage of the Service (Account) and as such become a Customer of the Service. A customer can an enterprise or any legal organization.
Accounts created by robots or automatic methods are totally forbidden. The Client must provide complete identity and a valid e-mail address as well as all mandatory information to enable the Account’s creation. The Client has to create as many usernames as Users. Each User will receive a username and a password. A username and password are private and can only be used by one User.
The Client (not the Users) is the only co-contracting party of ZestMeUp. The Client is responsible for all payments due to ZestMeUp under this GTCSU, for complying with these GTCSU and for the use of the Service by themselves or by others such as the Users
The Customer accepts these GTSCU to access to the Service, and will make its Users will also comply to these GTSCU
The GTSCU apply to all Users. The GTSCU describe the rights and obligation when using the Service. ZestMeUp is providing his Service exclusively under these GTSCU
At any point of time, ZestMeUp may change these GTSCU. If ZestMeUp makes a significant material change to these GTSCU, ZestMeUp will provide to its Customer with reasonable delay prior to the changes either by emailing or by posting a notice on the website You can review the most current version of the GTSCU at any time by visiting the ZestMeUp website.
The total number of Users is limited to the maximum number permitted for the Account. The Customer is responsible for maintaining the confidentiality of your login, password and Account, and for all activities that occur under your login or Account. Each User is responsible for maintaining the confidentiality of his username and password.
The “Service” means:
The Service does not include Customer’s Data (ZestMeUp defined your Data as all the information that has been fulfilled non anonymously in the application by your Users, your organizational structure and all the global reports you can have access to) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not ZestMeUp designates them as “official integrations” (each a “Non-Zest Product”).
Any modifications and new features added to the Service are also subject to this GTSCU. ZestMeUp reserves the right to modify the Service (or any Service plan) or any feature without notice to the Customer. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to ZestMeUp.
ZestMeUp offers the possibility to the Users to post or exchange content anonymously or not. At a company level, the data will be treated collectively. HR, managers or administrators of the Client will be able to access some reports and view collective results but privacy of anonymous posts, comments, feedbacks is guaranteed to the Users who choose anonymity. The Client may take some improvement decisions based on this data. However, ZestMeUp will not be responsible for any decisions made by the Client with the data that is collected through the Service, nor for any change made within the Client’s organization.
ZestMeUp makes available to the Client an option called “emergency call” in order to prevent any difficult situation at work where an employee feels in a very difficult working situation or sends an alert for a colleague who seems to feel in a very difficult working situation (including but not limited to burn-out situation, harassment, discrimination, incivility, ethical problems, etc.). However, ZestMeUp will not be responsible for the lack of appropriate treatment made by the Client after receiving this alert. We recommend to the Client to take quick and appropriate measures following the receipt of this type of alerts.
ZestMeUp reserves the right to use the Customer’s name as a reference for marketing or promotional purposes on the Site and in other communications with potential ZestMeUp customers. The Customer may also use the name of our company as an example of one of its live solutions.
ZestMeUp ensure the hosting of the Service, either directly, or through a third party, in state-of-the-art conditions of security, physical and logical, in compliance with the applicable standards used by hosting professional, in orer to ensure Service stability and Data integrity. ZestMeUp especially protects its servers against electrical, fire or flooding damage, against physical and logical access by non-authorized or non-identified persons.
Zest is performing daily backup of the entire Service, including but not limited to all the Data. The Service purely multi-tenant and ZestMeUp ensures logical separation through the various Customers. As such ZestMeUp ensure a dedicated tenant Customer is implemented and protected through credentials, login and password so that that Customer’s Data cannot in any circumstance be accessible by non-authorized User. ZestMeUp is committed to warn and assist Customers in case of intrusion or tentative intrusion, of access, modification or destruction of Data by any non-authorized or non-identified person.
The Service is hosted in France. Detailed hosting and security policies of the Service are available in the SLA
You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner. The Customer is responsible for all actions taken by Users. The Customer shall promptly notify ZestMeUp if you learn of a security breach related to the Service.
Any software that may be made available by or on behalf of ZestMeUp in connection with the Service, including ZestMeUp’s mobile and desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this GTCSU, ZestMeUp only grants the Customer a personal, non-sub licensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
All content posted or otherwise submitted via the Site by Users is the sole responsibility of the Account holder from which such content originates. The Customers acknowledges and agrees that he, and not ZestMeUp, is entirely responsible for all Content that the Users post, or otherwise submit via the Service. ZestMeUp does not control the Content that is submitted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
As a condition of use, the Customers commits not to use the Service for any purpose that is unlawful or prohibited by these GTCSU, or any other purpose not reasonably intended by ZestMeUp. By way of example, and not as a limitation, you agree not to use the Services:
To report a suspected abuse of the Site and/or a breach of the GTCSU, please send written notice to Zest at email@example.com.The Customer is the only responsible of the Users
The Contract ends at the date indicated in the Oder Form. When this period expires, the Contract will automatically renew for a period of one (1) year, unless one of the Parties had notified in written to the other Party, 45 (forty five) days before the term of the Contract his wiliness not to renew.
Either party may terminate this Agreement, if and only if upon 30 (thirty) days prior written notice to the party of a material breach by the other party if such breach remains unremedied at the expiration of such notice period
Upon any termination, each Party will be relieved of all mutual obligations attached to this Contract, without prejudice of any future action or guarantee. Confidentiality and IP clause will survive to this termination. Customer is committed to pay all invoices, and ZestMeUp is committed to deliver the Service as planned in the Contract and paid by the Customer.
The Customer will pay by bank transfer each invoice, in the delay mentioned in the Order Form. If an invoice is overdue, even partially, the amount will rise to the payment of interest by the Customer on the remaining amount due on the due date. The interest rate corresponds to three (3) the legal rate. In case of late payment, the Client shall be subject to payment of a flat sum of forty (40) euros
If the Customer shall be willing to reject an invoice, the Customer shall inform ZestMeUp in the sixty (60) days after the invoice date. All paid amount cannot be refunded. Prices are guaranteed to be stable during the Contract term, and ZestMeUp has the right to modify its rates in the future. If the prices have evolved and the Customer is automatically renewing its Contract, he will made aware of the price changes.
ZestMeUp has the right to check the number of User of the contract and eventually invoice additional User to the Customers if the number of User is above the indicated number of User mentioned in the Order Form.
The Customer and its Users will promptly notify ZestMeUp of any infringement or attempted infringement of ZestMeUp’s rights in the Software of which they become aware. The Customer and its Users will actively cooperate with ZestMeUp in any action that ZestMeUp may undertake to protect any of its rights in connection with the Software.
The Customer acknowledges that the Software and all intellectual property rights pertaining to the Software and to the Site are the property of ZestMeUp and that the structure, organization and code of the Software are valuable trade secrets of ZestMeUp. The Client must not export the Software into a country that does not have copyright laws that will protect ZestMeUp’s rights. During all contract term ZestMeUp, the Client agrees to use reasonable effort to prevent and protect the Software from unauthorized use, reproduction, distribution, or publication. The Client and Users shall not remove or obscure any ZestMeUp copyright or trademark notices.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but ZestMeUp will use reasonable efforts to provide advance notice of any material scheduled service disruption.
Expect specific notice regarding one or several specific case, ZestMeUp guarantees the compliance of the Solution to the Contract during the Contract term. ZestMeUp informs the Customers of issues, incidents, malfunctions that could occur and eventually corrects them. ZestMeUp acknowledges and corrects the errors, incidents and malfunctions that are submitted by the Customer.
ZestMeUp does not guarantee that the Services would be free of error and malfunctions, which could be corrected, of that the whole Service will be available without interruption, or that the Service is available with hardware and configuration other than the one specifically approved and recommended by Zest.
ZESTMEUP SHALL NOT BE LIABLE TO THE CUSTOMER, USERS AND/OR ANY THIRD PARTY (i) FOR ANY INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA AND/OR (ii) IN CASE OF A FORCE MAJEURE OR FORTUITOUS EVENT .
ZESTMEUP’S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF NO FEES APPLY, TO FIVE HUNDRED EUROS (500€).
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS GTCSU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS GTCSU.
IN ANY EVENT, ZESTMEUP’S WARRANTIES AND LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
The Customer cannot assign this Contract without the prior written consent of ZestMeUp, except in connection with a merger, re-organization or acquisition of all or a substantial portion of the Customer by another company, but only upon a thirty (30)-day prior notice to ZestMeUp.
ZestMeUp may assign or transfer this Contract, in whole or in part, without restriction.
Neither party to this Agreement shall be liable to the other for delays or failures in performance of its obligations arising out of any force majeure or fortuitous event, such as defined by French case law.
Except as expressly provided otherwise in this GTCSU, dates and times by which a party is required to perform an obligation under this GTCSU shall be automatically postponed to the extent and for the period of time that such party is prevented from meeting them by reason of a force majeure or fortuitous event, provided the party so prevented promptly notifies the other party of the commencement and nature of such event or cause and the probable consequences thereof.
“Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, except for any information that is:
The Customer that has received Confidential Information shall exercise the same degree of care and protection with respect to the Confidential Information of ZestMeUp that it exercises with respect to its own Confidential Information and in any event, at least with a diligent and prudent care. The Customer shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of ZestMeUp. Notwithstanding the above, either party to this Agreement may disclose Confidential Information if so required by law (including court order or subpoena), provided that such disclosure is notified in time to the other party to permit it to seek confidential treatment of its Confidential Information.
The Customer shall exercise its best efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with ZestMeUp to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
ZestMeUp may access, compile, record and/or distribute statistical analyses and reports utilizing aggregated data derived from information and data obtained from the Customer and Users, including, but not limited to, stack trace data and reports related thereto, but ZestMeUp will never access, compile, record and/or distribute information or data managed by the Customer using the Software, unless at the express request of the Client for technical support purposes.
These GTCSU are governed by French law, and the parties to this Agreement irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Paris (France).