1. THESE TERMS
1.1 These are the terms and conditions on which we supply the Services to you.
1.2 Please read these terms carefully before you register on our Website. These terms tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
We are Ziva Ltd a company registered in England and Wales. Our company registration number is 10903780 and our registered office is at Fairclough Hall, Halls Green, Weston. Hertfordshire, SG4 7DP
2.1 You can contact us by telephoning our customer service team at 0800 211 8941 or by writing to us at [email protected].
2.2 If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us when registering.
2.3 When we use the words “writing” or “written” in these terms, this includes emails.
3.1 The definitions and rules of interpretation in this clause apply in these Terms.
Customer Data: the data inputted by you for the purpose of using the Services.
Services: the on-line dating subscription services provided for people who want to enjoy the benefits of companionship without the pressure of sex via www.zivadating.com.
Software: the online software applications provided by us as part of the Services.
Subscription Fees: the subscription fees payable by you for the User Subscription as set out on our Website as amended from time to time.
Subscription Term: the subscription term agreed by you when you signed up to the Service.
User Subscription: the user subscription purchased by you to use the Services in accordance with these Terms.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
4. USER SUBSCRIPTION
4.1 You confirm that you are over the age of 18 and acknowledge and accept that if we discover that you are not over the age of 18, we can cancel all Services to you, ban you from using our Website and you will not be entitled to a refund of any Subscription Fees paid.
4.2 Subject to you purchasing the User Subscription and the restrictions set out in this clause 4, we grant to you a non-exclusive, non-transferable right to use the Services during the Subscription Term.
4.3 You agree that you will keep a secure password for your use of the Services, and you will keep your password confidential.
4.4 You agree to not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that we in our absolute discretion decide:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts images of a sexual nature (explicit or otherwise);
(d) promotes unlawful violence;
(e) goes against the ethical and moral ethos of the Website
(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(g) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserves the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause or disable your access to the Website for however long as we in our absolute discretion decide.
4.5 You will not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between us:
(i) and except to the extent expressly permitted by these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services.
4.6 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
5.1 During the Subscription Term, we will provide the Services on and subject to these Terms.
5.2 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside normal business hours.
6. CUSTOMER DATA
6.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2 In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use our reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
6.3 If we processes any personal data on your behalf when performing our obligations under these Terms:
(a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services;
(b) we shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time; and
(c) we will take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7. OUR OBLIGATIONS
7.1 We will provide the Services with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any other party. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, we:
(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services obtained by you will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. YOUR OBLIGATIONS
9. CHARGES AND PAYMENT
9.1 You will pay the Subscription Fees for the User Subscription in accordance with this clause 9.
9.2 On registering on our Website and signing up to the Services (“the Effective Date”), you will provide valid, up-to-date and complete credit or debit card details and you hereby authorise us to bill such credit or debit card:
(a) on the Effective Date for the Subscription Fees payable in respect of the Subscription Term; and
(b) subject to clause 12, on each renewal date for the Subscription Fees payable in respect of the next Subscription Term.
9.3 All amounts and fees stated or referred to in these Terms shall be payable in pounds sterling, are non-cancellable and non-refundable and are exclusive of value added tax, which shall be added at the appropriate rate (if applicable).
9.4 We will be entitled to increase the Subscription Fees from time to time and you should ensure that you check the most current fees before renewing your User Subscription.
10. PROPRIETARY RIGHTS
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
11. LIMITATION OF LIABILITY
11.1 This clause 11 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any use made by you of the Services.
11.2 Except as expressly and specifically provided in these Terms:
(a) you assume sole responsibility for results obtained from the use of the Services. We promote companionship without the pressure of a sexual relationship and have no liability if our customers later go on to have sexual relationships with partners they have met via our Website. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to you in connection with the Services;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(c) the Services is provided to you on an “as is” basis.
11.3 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
(a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution for losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.
12. TERM AND TERMINATION
12.1 Your subscription shall commence on the Effective Date and shall expire at the end of each Subscription Term unless renewed by you.
12.2 Without affecting any other right or remedy available to it, we may terminate the Services during a Subscription Term with immediate effect if:
(a) you fail to pay any amount due on the due date for payment and remain in default not less than 7 days after being notified to make such payment;
12.3 You may terminate the Services during a Subscription Term at any time but you may not be entitled to refund for any unused period. Such refunds are made only in our absolute and sole discretion.
12.4 On termination of the Subscription Term for any reason all licences granted under these Terms shall immediately terminate and any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
13. FORCE MAJEURE
We shall have no liability to you if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14. OTHER IMPORTANT TERMS
14.1 We may transfer our rights and obligations under these Terms to another organisation.
14.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
14.3 No other person shall have any rights to enforce any of these Terms.
14.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaching these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
14.6 These terms are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts.