Master Subscription Agreement 

 

Services.

1.1. Subscription Services. Zumzum Financials agrees to provide Client with access to its Zumzum Financials accounting software as a service (“Services”) pursuant to the terms and conditions of this Agreement.

1.2. Use of Services. Client may use the Services solely for its internal business purposes in accordance with the terms and conditions herein.

 

Subscription Term and Renewal.

2.1. Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for the period specified in the Order Form.

2.2. Renewal Term. This Agreement shall automatically renew for successive renewal terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

 

Fees and Payment.

3.1. Fees. Client agrees to pay Zumzum Financials the fees set forth in the Order Form for the Services.

3.2. Payment Terms. Client shall pay all fees within thirty (30) days of the date of invoice.

3.3. Taxes. Client shall be responsible for all applicable sales, use, and other taxes associated with the Services, excluding taxes based on Zumzum Financials’ net income.

 

Use of Services.

4.1. Restrictions. Client shall not (i) licence, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Services to any third party; (ii) modify, adapt, or hack the Services; (iii) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material; (iv) interfere with or disrupt the integrity or performance of the Services; or (v) attempt to gain unauthorised access to the Services or its related systems or networks.

4.2. Compliance. Client shall comply with all applicable laws and regulations in its use of the Services.

 

Confidentiality.

5.1. Confidential Information. Each party may have access to certain confidential information of the other party (“Confidential Information”) in connection with this Agreement. Confidential Information shall be kept confidential and not disclosed to any third party.

5.2. Exceptions. The obligations of confidentiality shall not apply to information that (i) is or becomes publicly known through no fault of the receiving party; (ii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation.

 

Intellectual Property.

6.1. Ownership. Zumzum Financials retains all right, title, and interest in and to the Services, including all intellectual property rights therein.

6.2. Licence. Zumzum Financials grants Client a non-exclusive, non-transferable licence to use the Services during the Subscription Term solely for its internal business purposes.

 

Termination.

7.1. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

7.2. Effects of Termination. Upon termination of this Agreement, Client’s access to the Services shall cease, and all fees owed by Client to Zumzum Financials shall become immediately due and payable.

 

Limitation of Liability.

8.1. Disclaimer. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement.

8.2. Maximum Liability. Zumzum Financials’ total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Zumzum Financials under this Agreement during the twelve (12) months preceding the event giving rise to such liability.

 

General Provisions.

9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflicts of law principles.

9.2. Entire Agreement. This Agreement, including any Order Forms and exhibits attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

9.3. Amendment. This Agreement may be amended or modified only by a written instrument signed by authorised representatives of both parties.

9.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

9.5. Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision thereof.

9.6. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to its successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.