Terms & Conditions

Zimbra Hosted Service

Zen Systems Ltd Specific Terms - Zimbra Hosted

Last modified: November 2010

Version: 1.1

(i) This document sets out the specific terms and conditions ("Specific Terms") on which Zen Systems Ltd, company number: 0374427 ("Zen Systems") will provide Zimbra hosting services to Customers.

(ii) These Specific Terms will operate in conjunction with Zen Systems' Acceptable Use Policy and Service Level Agreement.

(iii) The act of ordering and use of any Service from this website indicates the Customer's agreement to and acceptance of these terms.

1. Definitions

1.1. In these Specific Terms the following terms shall have the following meanings, unless otherwise specified here, definitions are as defined in the Reseller Programme Terms:

Services(s)

a Mailbox of type Email, Standard or Professional Edition hosted by Zen Systems on Zen Systems' licensed copies of the Network Software, served from Zen Systems' data centre facilities;

Zimbra

Zimbra Inc, Licensor of the Network Software;

Network Software

means the Zimbra proprietary software application set forth below

provided by Zimbra to Zen Systems and any updates or upgrades thereto that Zimbra distributes generally to its licensees. The Network Software includes the Client Side Software and the Server Side Software. Network Software does not include any Third-Party Software;

Client Side Software

Zimbra collaboration suite (ZCS) AJAX (JavaScript) web client;

ZCS connector for Microsoft Outlook;

ZCS connector for Apple;

Server Side Software

Zimbra collaboration suite (ZCS), network edition, server software;

Third-Party Software

http://www.zimbra.com/license/zimbra_third_party_licenses.html;

Documentation

means any and all help files and other written instructions regarding the use of the Network Software;

Mailbox(es)

A Mailbox means an electronic entry that defines a specific database instance through which email, instant messages, calendar events, contacts, documents and other data can be sent, received, stored, shared and managed through Zimbra Collaboration Suite. A Mailbox is almost always associated with a unique named user. (A Mailbox does not include distribution lists, aliases, locations, or resources, but does include archive copies of the Mailbox);

Email (or Business) Edition Mailboxes

Email Edition Mailboxes include the following applications: email (including POP, IMAP, and Webmail and address book and are intended for low volume use within a business or organization. The minimum term is one year;

Standard Edition Mailboxes

Mailboxes are designed for every day business or "professional" use and include all of the functionality of Email Edition Mailboxes, plus: calendar; documents; briefcase, Instant Messaging, sharing; attachment indexing & rendering; Zimbra Mobile. The minimum term is one month;

Professional Edition Mailboxes

Mailboxes are designed for use by executive level staff or users with high demands and include all of the Standard Edition Mailbox functionality plus Zimbra Connector for Outlook and Zimbra Connector for Apple;

Mailbox Quota

the volume of storage space allocated to a Mailbox;

Contracted Quota

amount of data a Mailbox can store before Zen Systems will charge for Additional Storage Quota;

Additional Storage Quota

units of storage space detailed in the Price List which Zen Systems will use to calculate charges for Mailboxes which exceed their Contracted Quota;

1.2. In the event of any inconsistency between the Specific Terms, the Acceptable Use Policy and the Service Level Agreement, the Specific Terms shall prevail over both the Acceptable Use Policy and the Service Level Agreement.

1.3. Headings and sub-headings are included for ease of reference only and shall not affect the interpretation of these Specific Terms.

2. Service Information

2.1. Zen Systems will not carry out any configuration of End User Equipment in order to provide the Service, unless contracted to do so at a support rate of £65.00 per hour.

2.2. Migrating End Users from an existing email system to Zimbra can be time consuming and requires careful planning and coordination to ensure a smooth and trouble free process. Zen Systems can provide migration support or assistance at a charge of £50 per mailbox migrated.

2.3. Customers may request individual Mailbox restores up to 29 days in the past unless Zen Systems have performed a Zimbra upgrade in that time in which case it may not be possible to restore a Mailbox from a previous Zimbra version. Zen Systems charges for restoring Mailboxes at a charge of £35 per mailbox.

3. Service Charges and Billing

3.1. Zen Systems will invoice Customers at the beginning of each month on the following basis:

3.1.1. Mailboxes added during the previous month will be charged pro-rata for the number of days from when they were added to the end of the month and in advance for the minimum term; and

3.1.2. Mailbox Quota usage is calculated based on the average size of the Mailbox during the previous month and if it exceeds the size of the Contracted Quota, Reseller will be billed in increments of Additional Storage Quota; and

3.1.3. Mailbox Quota does not affect billing and Customer may set this to any value which suits their business purposes; and

3.1.4. charges for spam scanning and Zimbra Mobile active during the previous month for more than 24 hours will be included; and

3.1.5. No refunds will be offered for Mailboxes closed prior to the end of the minimum term.

3.2. Mailbox Quota is a hard limit - once a mailbox reaches 100% of the quota capacity, emails sent to the mailbox will be bounced. An automated warning email is sent once a mailbox reaches 90% of the Mailbox Quota.

3.3. In the event that an individual mailbox significantly exceeds the average usage of mailboxes across the Zen Systems hosted email platform the following will apply:

3.3.1. Zen Systems will inform the Customer; and

3.3.2. Customer should reduce the usage where possible or Zen Systems shall reserve the right to charge 50% of the Zen Systems Hosting Fee for every 100% over average usage.

Zimbra End User Terms

All licenses to use the Zimbra Service must include provisions substantially similar to the following:

1. This Agreement does not permit End User or any third party to: (i) sublicense, rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Network Software; (ii) copy the Network Software (other than as expressly provided herein); (iii) remove any proprietary markings, copyright, notices, logos, trademarks, trade names or labels on the Network Software and/or Documentation; provided, however, that End User may replace the Zimbra logo in the Client Side Software with End User logo but only for use with the Network Software; (iv) use the embedded database software as a general SQL server, as a stand-alone database or with applications other than the Network Software; (v) use the Server Side Software on any computer not controlled by Zen Systems; or (vi) allow any third party, other than Reseller's End Users to use the Network Software.

2. Only a personal, non-transferable, and non-exclusive license to use the Licensee Service for such End User's internal business via the Client Side Software. End User may not use the Network Software to provide more Seats than the number for which End User is licensed.

3. Zimbra retains all right, title and interest, including any Intellectual Property Rights, in and to the Network Software and all portions thereof, and no title to the Network Software, or any Intellectual Property Rights in the Network Software, is transferred to such End User.

4. The End User shall comply with all applicable laws for the Network Software, including without limitation, export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority.

5. Zimbra disclaim, and exclude all warranties with respect to the Network Software and the third-party software, whether express, implied, statutory or otherwise, including, without limitation, any warranty of non-infringement of third party rights, merchantability or fitness for a particular purpose. The Network Software and the third-party software are provided "as-is" and Zimbra do not warrant that the network software or the third-party software will meet any or all of End Users needs or requirements, that the network software is error-free or that all errors in the network software will be corrected or that the functionality of the network software will be uninterrupted.

6. Zimbra shall not be liable for special, incidental, exemplary, consequential or indirect damages, related to this agreement, including without limitation, lost profits, lost savings, or damages arising from loss of use, loss of content or loss of data, regardless of the legal theory on which such damages may be based, and even if Zimbra have been advised of the possibility of such damages and regardless of whether any remedy set forth in this agreement fails of its essential purpose.

7. In no event shall Zimbra be liable for any direct damages.