1. Interpretation. In these conditions of sale: the “Agreement” means the agreement which is formed between you and the Supplier when we accept an order from you, as provided in Clause 3 below. “Content” means the audio-visual combinations, data, graphics, interactive features, music, photos, software, scripts, sounds, text, videos and other materials you or someone on your behalf may contribute to the Services. “Customer” or “you” means the person who purchases Services from the zimovi.com website. “Log-on Details” means the individual username and password selected by you.
“Services” means the online services described in the order confirmation including the online video platform that enables you to upload, manage and distribute your Content. “Supplier”, “we” or “us” means Shili Limited, (Company Number 9065784) registered in England & Wales whose registered office is at Gresham House 5-7 St. Paul’s Street, Leeds LS1 2JG trading as “ZiMovi” “these terms” means the terms of business set out in this document.
2. Terms of Sale. The advertising of Services on this website does not constitute an offer to sell them as described, or to sell any services at all. By clicking to place an order, you are making an offer to buy which incorporates these terms. If we elect to accept your offer, you will receive an order confirmation. We reserve the right to decline any order, without giving a reason.
3. Orders. Orders are only binding when the order confirmation is received. You should check the order confirmation and notify the Supplier of any mistake by email or telephone immediately; otherwise the details stated in the order confirmation will apply to the Agreement.
4. Term. The agreement commences on the date that we transmit an order
acceptance to you. Unless earlier terminated in accordance with these terms, each order shall remain in effect for 1 year from the date we notify you that the Services are available to you (unless a different term is included in the Customer’s order) (“Initial Term”), following which it shall automatically renew for successive 1-year periods on the first day following the end of the Initial Term (each, a “Renewal Term”) unless either party hereto has provided notice to the other of nonrenewalat least 60 days in advance of the end of the Initial Term or, if applicable, the then-current Renewal Term.
5. Supplier’s Obligations. We agree to (a) make the Services available to you in accordance with this Agreement, including any current order; and (b) perform any other obligations expressly identified in any current order.
6. Availability. If you order Services and we accept the order, we reserve the right to notify you that the Services are no longer available at any time up to providing them. You can then cancel the Agreement and we will refund you all money paid in full.
7. VAT. Unless they are expressly quoted as not including VAT, all prices are inclusive of value added tax and other government taxes or duties.
8. Payment. Customer shall pay the Supplier the fees set out in the order in
accordance with the payment terms set out in the order. The Customer shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to the Customer’s order (except for taxes on the Supplier’s income). All payments shall be made without deduction for withholding taxes. Late payments may be subject to fees at the rate of 1.5% per month or, if lower, the maximum rate allowed by law. If the Customer fails to pay applicable fees when payment is due, then in addition to any other rights the Supplier may have, the Supplier shall have the right to suspend delivery of all or a portion of the Services to the Customer, provided that the Supplier has supplied the Customer prior notice and 5 days’ opportunity to cure. If the Supplier pursues collection efforts against the Customer due to Customer’s failure to pay fees due under this Agreement, the Customer shall pay the Supplier’s reasonable costs of collection, including any legal fees related thereto.
9. Time of Performance. We will use reasonable efforts to meet any stated date for performance, but it should be understood that they are estimates and we are not liable (in contract, negligence or otherwise) for any loss or damage resulting from them not being met, howsoever caused.
10. YOUR RIGHT TO CANCEL: We usually start to undertake the Services shortly after your order is confirmed, and you agree that we can do so. Once we start, you will have no right to cancel. However, if we have not started to undertake the Services, you may cancel your order for up to 7 working days from the time of the order confirmation. To do so, you should telephone us and then confirm your cancellation in writing.
11. Prices Quoted. Unless otherwise stated, prices quoted are only valid during your browser session.
12. Access to the Services. Your access to the Services will be through the use of the Log-on Details. Except where we have actual notice of the loss, theft or unauthorised use of the Log-on Details you are responsible for all activity occurring on your account and we have the absolute right to rely on the use of the Log-in Details as sufficient to authenticate the use of your account.
13. Restrictions on Use. You covenant that you will not (i) use the Services in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act which is intended to harm ZiMovi or the Services. We will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and we shall have no obligation to do so, provided, however, that in addition to any other rights we may have, we reserve the right to suspend your access to and/or use of the Services, or any particular Content, to the extent that we reasonably determine, in good faith, that such suspension is necessary to comply with applicable law or to prevent significant harm to any end user or the Services; provided further, however, that in such event, we shall use commercially reasonable efforts to suspend only that portion of the Services or any particular Content, as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.
14. Terms Regarding Content. You agree that you will not upload video or other content or provide links to content that contains or constitutes: (a) illegal or unlawful content or the promotion thereof; (b) content that serves as an invasion of personal privacy; (c) content that is pornographic or obscene, (d) content which would generally be considered of an “adult” nature; (e) content that promotes racism, hate, “spam,” mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; (f) content that violates copyright, trademark, patent, or any other personal, intellectual property, or privacy right, or (g) content which constitute defamation, libel, or slander.
15. Licences. 15.1The Supplier hereby grants the Customer a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Section 31(b)), non-exclusive, worldwide license to use the applicable Services. All rights not expressly granted to the Customer are reserved by the Supplier. Except as expressly permitted by the Supplier, the Customer shall not: (i) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any part thereof in any way; or (ii) modify or make derivative works based upon the Services or reverse engineer, decompile or disassemble the Services.15.2 The Customer hereby grants the Supplier a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Section 31(b)), non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for the Customer to provide the Services in accordance with the Agreement. All rights not expressly granted to the Supplier are reserved by the Customer.15.3 The Customer hereby grants the Supplier an unlimited, irrevocable, perpetual, transferable, non-exclusive, royaltyfree, worldwide license to use and/or incorporate into the Services any feedback, suggestions and/or recommendations provided to the Supplier by the Customer regarding the Services.
16. Representations and Warranties. The Supplier represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations, exercise its rights and to grant the licenses granted by it under the Agreement and (ii) the Services, as used by the Customer in accordance with the Agreement, do not, and shall not, infringe, violate or misappropriate any third party’s rights. The Customer represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations, exercise its rights and to grant the licenses granted by it under the Agreement and (ii) the Content use through the Services, as enabled by the Supplier, directly or indirectly,
does not, and shall not, infringe, violate or misappropriate any third party’s rights.
17. Prohibited Acts. You may not use the Services to perform any of the following prohibited acts: (i) any act which, directly or indirectly, causes to be transmitted, uploaded or downloaded any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation; (ii) any act which, directly or indirectly, causes to be transmitted, uploaded or downloaded the Services or any end user any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services; or (iii) any act which interferes with or disrupts the Services, or servers or networks
connected to the Services.
18. Queries and Complaints. Notification of queries and/or complaints must be notified to us in writing within fourteen days of the problem arising, or fourteen days of completion of the Services, whichever is the earlier.
19. Warranties. Except as expressly provided in this agreement, we make no representation or warranty of any kind to you, either express or implied, as to any matter including, without limitation, warranties of fitness for a particular purpose, merchantability, workmanlike quality, non-infringement, title, suitability, course of dealing, usage of trade or otherwise or that the our service will be uninterrupted or error free. Except as expressly set forth herein, the Service is provided on an “as is” basis only. No advice or information obtained by company from us shall create any representation or warranty not expressly stated in this agreement.
20. Remedy. Subject to Clause 23, if we are in breach of the warranties given by us under Clause 19, our liability shall be limited to:
20.1. correcting the problem at our expense; or
20.2. at our option, reimbursement of the price.
21. No Other Liability. Subject to Clause 23, we will have no further liability to you other than as described in Clause 20, whether under these terms or on any other basis including liability in tort as a result of the provision of the Services.
22. Consequential Loss Etc.: Subject to Clause 23, to the maximum extent permitted by law, under no circumstances shall either party be liable to the other under any theory of liability for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages) arising from the performance or failure of performance of any provision of the agreement (including such damages incurred by third parties), such as, without limitation, loss of revenue or anticipated profits or lost business. Under no circumstances will either party be liable to the other for damages (or amounts) in excess of the total fees paid and/or payable for the applicable order for the full initial term or renewal term in which the incident giving rise to the claim hereunder arose.
23. Non-Excludable Liability. Nothing in this these conditions of sale shall exclude or limit our liability for death or personal injury resulting from our negligence, or that of any of our employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.
24. Third Party Services. We may, from time to time, inform you of third-party services that can be used by you in connection with the Services, and you may opt to use these or other third-party services in connection with the Services. Your use of any third-party service in connection with the Services, and any terms, conditions, representations and/or warranties associated with such use, are solely between you and such third-party service provider. We make no representation or warranty with regard to any such third-party service, and we shall not be responsible to you in any manner for any such third-party service. We do not, unless otherwise expressly set forth in writing, provide maintenance or support for third-party services.
25. Indemnification. Each party agrees to indemnify the other party and such other party’s officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, loss, government fines, costs and expenses (including reasonable legal fees and litigation expenses) arising out of a claim, action or demand brought by a third party for a breach of any representation, warranty or covenant made by the indemnifying party in the Agreement (each a “Claim”) upon the entry of a full and final judgment of such Claim against the indemnified party. The indemnification obligations in this section are conditioned upon: (a) written notice by the indemnified party to the indemnifying party within 30 days of the indemnified party’s receipt of any Claim for which indemnification is sought; (b) counsel for the indemnified party reasonably acceptable to the indemnifying party; (c) approval by the indemnifying party of any settlement of the Claim for which indemnification is sought; and (d) such reasonable cooperation by the indemnified party in the defence as the indemnifying party may request. Notwithstanding anything to the contrary contained herein, the indemnifying party shall not, without the prior written consent of the indemnified party, settle compromise or consent to the entry of any judgment with respect to any pending or threatened Claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such Claim against the indemnified party.
26. Termination. Unless otherwise prohibited by law, either party may terminate the Agreement, including any outstanding orders: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws or (b) upon the occurrence of a material breach of the Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach. In the event of the termination or expiration of the Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of the Agreement for any reason, all then-current orders shall terminate and, unless such termination resulted from a material, uncured breach of the Agreement by us, all fees and expenses payable under any such orders shall become immediately due and payable.
27. Storage of Content. We reserve the right to delete any content from the Services at any time and without warning at our sole discretion. You are advised to retain a backup copy of all content uploaded to the Services and we do not guarantee that any content uploaded will be available on our servers for any period of time. You expressly acknowledge and agree that upon termination of the Agreement we may preserve certain content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these terms (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Supplier, its users and the public.
28. Data Protection Obligations. Where any Content is made available to any individual in the European Union, you agree to duly observe all the obligations under European data protection legislation, in particular Directive 95/46/EC, Directive 2002/58/EC and Directive 2009/136/EC as implemented nationally, and any other relevant data protection and privacy laws which may arise in connection with the Services. Notwithstanding the generality of the foregoing, you agree to bear sole responsibility for obtaining the lawful consent of any user whose equipment is accessed or used for the storage of cookies or similar technology for the provision of the Services.
29. Force Majeure. We are not liable for delays in performance (including delivery or service) caused by circumstances beyond our reasonable control and will be entitled to a time extension for performance. Examples include strikes, problems with suppliers or transport, industrial relations problems, exchange fluctuations, governmental or regulatory reaction and natural disasters. If the conditions last for more than 2 months, the Agreement may be terminated by either party without compensation.
30. Notices. You agree that we may provide you with notices, by email, regular mail, or postings on the Services
31. General. (a) The Supplier and the Customer are independent contractors under the Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship; (b) Neither party may assign performance of the Agreement or any of its rights or delegate any of its duties under the Agreement without the prior written consent of the other, except that each party may assign the Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control, and in such event the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; (c) The Agreement shall be governed by the laws of England & Wales applicable to contracts entered into and wholly to be performed therein; (d) Any and all disputes arising out of or related to the Agreement or performance thereof, shall be brought exclusively in the courts of England & Wales and the parties hereby waive any objection thereto; The Vienna Convention on contracts for the international sale of goods is excluded in its entirety. (e) The Supplier and the Customer each waive any right to a jury trial in connection with any and all disputes arising out of or related to the Agreement; (f) Notwithstanding any law providing a longer statute of limitations, any claim or cause of action arising out of or related to the Agreement and/or the Customer’s use of the Services must be issued within 1 year after such claim or cause of action arose, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred; (g) Each party shall comply with all applicable international export control laws and regulations. (h) The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision; (i) All terms of the Agreement which by their nature extend beyond the termination of the Agreement, remain in effect until fulfilled and apply to respective successors and assigns; (j) No party hereto has relied on any statement, representation or promise of any party or representative thereof except as expressly set forth in these terms; (k) If any term, provision, covenant or condition of these terms is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if the Agreement had not contained the invalid portion. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision; (l) Any instruments, including purchase orders, work orders, acknowledgments and vendor registration forms not signed by both parties (“Instruments”) shall not add to, supersede or modify, the terms of the Agreement and in the event any term of an Instrument purports to add to, supersede or modify any term of the Agreement, such term of the Instrument shall be void and without effect.
32. Changes. We reserve the right to amend these terms on 30 days’ notice to you. At the end of the notice period the Agreement will be deemed to incorporate these terms as amended.
33. Entire Agreement. These terms expressly incorporate our Privacy Statement. Together, they contain the entire understanding and agreement between the Supplier and the Customer relating to provision of Services to the Customer through this website.
Whilst the above advice is given in good faith it does not constitute legal advice on which you are entitled to rely. If necessary you should take your own independent legal advice.
Last updated: June 2016