1. Introduction
1.1 This service (as described in more detail in clause 2.1) (the Zoom Service) is owned and operated by Matriks Limited (trading as Zoom). References to we, us, our and Zoom are to Matriks Limited. References to you and your are to the legal entity that owns and operates the Sites (as defined in clause 2.1 below) and the business they relate to.
1.2 These terms and conditions (Terms) apply to your use of the Zoom Service. By signing up for and using the Zoom Service you are deemed to agree to these Terms. If you do not agree to these Terms, please do not continue to use the Zoom Service. A breach of these Terms may result in your Account being revoked and your use of the Zoom Service being suspended.
1.3 We reserve the right to modify these Terms at any time and the version that will apply from time to time will be the version that is current and displayed on our website so please ensure that you check this page periodically for any updates. These Terms were last updated on 24 January 2018.
1.4 If you wish to contact us for any reason, including to make a complaint, please use the contact details provided below.
2. The Zoom Service
2.1 The Zoom Service is a white-label service designed to offer you a solution, that can possibly be integrated into your existing customer-facing website and related customer-facing and back-end mobile applications (including, but not limited to, iOS Passenger App, Android Passenger App, Kiosk App, Dispatcher App, Driver App) (together, the Sites) to enable you to manage online taxi booking enquiries from your customers (End Users) and allow fulfilment of booking enquiries by your drivers and employees (Authorised Users) (End Users and Authorised Users together being Users).
2.2 Subject to you providing us with appropriate materials, instructions and payments, we will integrate your branding and access to your chosen payment processor into the Zoom Service but it is your responsibility to have appropriate arrangements in place with such third party payment processor. Zoom takes no responsibility for organising or providing payment processing services. You must notify us in advance of your appointed payment processing partner and provide us with reasonable notice of any changes you propose to make following go-live. For branding it is your responsibility to provide us the right colour and logo in right format for us to implement in the Sites. Zoom reserves the right to forego customisation based on our due diligence regarding your company and fleet size.
2.3 We may update or modify the Zoom Service, Sites and Fees from time to time in our sole discretion.
2.4 It is your responsibility to ensure that End Users comply with our End User Terms and the Privacy Policy, which they will be required to accept prior to them using the Zoom Service via your Sites. You are solely responsible for any consumer laws and regulations as they relate to your relationship with End Users and any employment laws as they relate to your relationship with Authorised Users. You should take advice from your legal advisor to ensure that you have taken steps to ensure that you can comply with your obligations under all applicable laws and regulations (including, without limitation, appropriate consumer transaction terms) on which you provide your taxi service to End Users and the provision of such service to and via Authorised Users. You acknowledge and agree that we have no responsibility for the provision of the taxi services themselves; we are simply the provider of a technology solution that enables you to manage online taxi booking enquiries through your Sites. You will remain solely responsible to End Users for any representations made on your Sites, for any failure or delay to make pick-ups or drop-offs and for any other matters outside of Zoom’s control. You agree to indemnify us against any act or omission by you which results in any loss or liability on our part for matters outside of Zoom’s control.
2.5 You acknowledge that, in providing the Zoom Service, Zoom will simply be passing information received from Users to you (and vice versa). Zoom shall have no responsibility for verifying or checking the accuracy or completeness of that information. Zoom’s only obligation to you in respect of that information is to ensure that the relevant information is relayed to the same level of accuracy as received from you, End Users or Authorised Users, as applicable.
3. Acceptable Use Policy
3.1 It is your responsibility to ensure that your computer system meets the necessary requirements to use the Zoom Service (details are available upon request) (the Base Technical Requirements). Zoom takes no responsibility for your, or any User’s, inability to use the Zoom Service owing to your failure to ensure that your Sites (including underlying software, hardware and systems) comply with those Base Technical Requirements, or for the inability of any User to use the Zoom Service owing to the incapabilities of their own system or devices.
3.2 When using the Zoom Service and providing access to Users, you agree not to:
3.2.1 breach any applicable law, regulation or code of conduct or infringe the rights (including intellectual property rights) of any person;
3.2.2 impersonate any other person;
3.2.3 damage, interfere with or disrupt the Zoom Service in any way;
3.2.4 knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware of the Zoom Service;
3.2.5 decrypt, extract, reverse engineer or decompile the Zoom Service;
3.2.6 include any portion of the Zoom Service in any other software program, other than as envisaged and permitted under these Terms;
3.2.7 develop methods to enable unauthorised parties to use and/or access to the Zoom Service;
3.2.8 use the Zoom Service in a way that may damage our reputation;
3.2.9 use the Zoom Service in any manner to compete with Zoom or build products or services that compete with the Zoom Service;
3.2.10 remove any identification or notices of any proprietary or copyright restrictions from the Zoom Service or any associated materials; or
3.2.11 publish or send any information on the Sites or via the Zoom Service which:
3.2.11.1 is defamatory, threatening, harassing, invasive of privacy, offensive, racist, discriminatory, obscene, pornographic, misleading, abusive or deceptive or involves phishing, scamming or similar;
3.2.11.2 constitutes unauthorised or unsolicited advertising, junk or bulk email (spamming); or
3.2.11.3 involves commercial activities and/or sales other than as envisaged in these Terms.
4. Your Account
4.1 In order to be able to use the Zoom Service and provide access to the Zoom Service to End Users and Authorised Users, you must first register to set up an account with us (Account) by completing the sign-up form on our website.
4.2 You agree to disclose true and complete information during the Account registration process, and to update all information promptly in the event that it changes.
4.3 If any of the details which you provide to us during the registration process change while you remain an Account holder you will provide updated details to us as soon as reasonably practicable.
4.4 We will register a username and password for you and your authorised personnel (including Authorised Users, where applicable). You will notify us immediately if any of these details are disclosed to any unauthorised person or where you become aware that usernames and/or passwords are no longer secure. We shall use all commercially reasonable endeavours to keep all personal details, information, usernames and passwords confidential and secure. However, we shall have no liability in respect of any loss, liability, cost or damage which may arise as a result of any unauthorised access to the Zoom Service or unauthorised use or disclosure of any personal details, information, usernames or passwords provided that we have taken all reasonable steps to minimise the risk of such unauthorised use or disclosure.
5. Payment and Termination
5.1 We operate various price plans, details of which are set out on our website (through which you have accessed these Terms).
5.2 Should you elect to subscribe to a chargeable plan, you agree to pay the applicable fees (Fees). The price of the Fees is as quoted on our website from time to time and excludes VAT. You will be asked to complete certain payment information at sign-up. Subject to prompt payment of any applicable Fees, you will be able to use the Zoom Service and provide access to the Zoom Service to Users in accordance with the applicable price plan.
5.3 We reserve the right to revise our Fees from time to time. We will notify our existing customers the effective date of any changes in the Fees, in advance.
5.4 Any failure to pay the Fees will result in termination of your access to the applicable price plan, and your use of the Zoom Service.
5.5 Your subscription, including the payment of any Fees, will continue from the date on which you sign up for such subscription, until terminated in accordance with these Terms. We may cancel your subscription at any time by providing you with 30 days’ prior notice via email. If you downgrade or upgrade your subscription, you would have access to the features that comes under your selected subscription plan.
5.6 Should you request a customised app, the scope of work will be agreed upon before creating the app. We charge a fee to create your customised apps and website/ booking widget (an iFrame). The agreed requirements will govern what we publish. Once the app has been published, any additions to the app, or removal of the app from the stores may be subject to a fee.
5.7 You will be able to change your subscription plan anytime by selecting the right subscription plan from our dispatcher site.
6. Cancellation/termination for breach
6.1 We may, in our sole discretion, terminate your or your authorised personnel’s access to the Account and use of the Zoom Service (or any part thereof) without notice if you are in breach of these Terms or if we believe in our absolute discretion that your use of the Zoom Service is unsuitable in any way.
6.2 Upon termination by us for any reason all rights granted to you under these Terms shall cease and you must immediately cease all use of the Zoom Service.
7. Intellectual Property Rights
7.1 All intellectual property rights in or relating to the Zoom Service (including text, graphics, audiovisual content, trade marks, logos, layout, structure and software) are owned by us or our licensors. We grant you a non-exclusive, limited, revocable, non-sublicensable, non-transferable licence to provide access to the Zoom Service to Users on your Sites.
7.2 You agree that you will not reproduce, distribute, copy or publicly display any content which is not your own content, except to the extent required for your use of the Zoom Service in accordance with these Terms.
7.3 Zoom’s name, logo, trade marks and other branding are valuable assets (Brand Assets). Any use by you of the Brand Assets must be made in accordance with our instructions and all goodwill in such use will inure to the benefit of Zoom.
7.4 You grant us a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to use your intellectual property (including your branding) in connection with our provision of the Zoom Service and, in particular, the customisation of it to your requirements.
7.5 Zoom may use for its own marketing purposes any logos, trade names, marks, brands or other branding that you (or End Users or Authorised Users) submit to Zoom through use of the Zoom Service provided that you have given written consent for such use (such consent not to be unreasonably withheld or delayed).
7.6 You represent and warrant (and, where applicable, warrant on behalf of your Users) that you have all rights, power and authority necessary to grant the licence under clause 7.4 and give any consent under clause
7.5, and that all of your intellectual property: (a) complies with all applicable laws and regulations; and (b) does not infringe the rights of any third party. You acknowledge and agree that you are liable for all of your intellectual property, in whatever form.
8. Data
8.1 In providing the Zoom Service to you we are acting as a data processor and you will be a data controller. You warrant that you will:
8.1.1 only process personal data in accordance with the Privacy Policy; and
8.1.2 comply with all laws and regulations relating to the capture, retention and processing of personal data.
8.2 We may use information we obtain about you and Users and pass such information on to third parties, including for the purposes of producing statistical information (which shall, for the avoidance of doubt, be de-personalised aggregated information which cannot be used to identify you or any Users). You agree to allow us to use such information for those purposes.
8.3 Notwithstanding clause 8.3, in processing personal data for the purposes of providing the Zoom Service to you, we will only act in accordance with this Agreement and your lawful instructions, and we will ensure that we have appropriate technical and organisational measures in place to keep personal data secure. You will promptly notify us if you receive any queries or complaints from any User or regulatory body in connection with the Zoom Service.
9. Availability of Zoom Service
9.1 Although we endeavour to provide you with the best service possible, we do not guarantee that the Zoom Service will be uninterrupted or error-free all of the time. If you notice an error, please contact us.
9.2 In particular, access to the Zoom Service may be restricted to allow for repairs, maintenance, improvement or for other reasons. In the event that the Zoom Service requires scheduled maintenance, we will endeavour to provide you with prior notice, and we will always endeavour to restore availability of the Zoom Service as soon as we reasonably can.
9.3 We endeavour to provide the Zoom Service in accordance with the service levels set out in our Service Level Agreement.
10. Our Liability
10.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen. In any event, our liability to you shall not exceed an amount equal to the Fees paid by you in the 12 calendar months preceding the date of such failure by us to comply with these Terms.
10.2 We will not be liable to you for:
10.2.1 any indirect or consequential loss;
10.2.2 any loss of profit, loss of business, business interruption, or loss of business opportunity; or
10.2.3 any failure or delay in performing any obligation under these Terms where such failure or delay arises from any cause beyond our reasonable control.
10.3 To the extent permissible by law, all terms, whether imposed by statute or otherwise, that are not expressly stated in these Terms, are excluded.
10.4 Nothing in these Terms shall exclude any liability for death or personal injury caused by our negligence, liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded under applicable law.
11. Indemnity
11.1 You agree to indemnify us against all losses, liabilities, damages, costs and expenses and all claims, actions, suits or proceedings arising out of:
11.1.1 any misrepresentation, act or omission made by you in connection with your use of the Zoom Service;
11.1.2 any non-compliance with these Terms; and
11.1.3 any claims brought by third parties arising from or in connection with your use of the Zoom Service.
12. General
12.1 We may assign, sub-contract and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any company, firm or person. You are not permitted to assign, sub-contract and/or otherwise transfer your rights or obligations under these Terms to anyone else except with our written consent.
12.2 If any of these Terms, including any part of any term, is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms or the relevant part thereof shall remain in full force and effect.
12.3 No failure or delay by us to exercise or enforce any right or provision in these Terms will constitute a waiver of such right or provision.
12.4 Except as expressly stated in these Terms, nothing in these Terms is intended to confer any rights, remedies or benefits upon any person other than you and us.
12.5 These Terms set out the entire agreement between you and us and supersede any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law.
12.6 You confirm that you have not been induced to enter into a contract on these Terms by any prior representations, whether written or oral, except as specifically reproduced in these Terms and you hereby waive any claim for breach of any such representations which are not specifically reproduced in these Terms.
12.7 In these Terms the use of the word “including” shall not limit any preceding category.
12.8 These Terms are governed by and interpreted in accordance with the laws of England and Wales, and we and you hereby submit to the exclusive jurisdiction of the courts of England and Wales in connection with any dispute arising in connection with these Terms.
13. Company and Contact Information
13.1 Company Name: Matriks Limited
13.2 Incorporated in: England and Wales
13.3 Company registration number: 08410016
13.4 Registered Office and Contact Address: 3f, Paragon House, 48 Seymour Grove, Old Trafford, England, M16 0LN