OQOOL Terms of Business

Zabeel UK Limited · Co. No. 12745092

Effective date: These Terms take effect when you first register on our Platform.

Version 3.3.2

These Terms of Business (“Terms”) set out our relationship with you and govern your access to and use of the OQOOL platform (“Platform”), operated by Zabeel UK Limited (“OQOOL”, “we”, “us” or “our”), including Mahara and OQOOL HRM. By registering for an account, you confirm that you have read and accept these Terms.

These Terms form a legally binding contract between us and the organisation you represent ("Customer", "you" or "your"). You confirm to us that you are duly authorised to accept these Terms on behalf of that organisation and to bind it to them.

1.About us

Legal entity: Zabeel UK Limited is a company registered in England and Wales with company number 12745092 and its registered office at 167–169 Great Portland Street, 5th Floor, London, W1W 5PF.

Our platform: We operate the OQOOL platform, which is available online at oqool.io.

Contact details: You can reach us at contact@oqool.io. Any notice you are required to give us under these Terms should be sent to that address unless we tell you otherwise.

2. Business customers only

These Terms apply only to businesses that subscribe to the Platform for their own internal purposes. By accepting these Terms you confirm that you are acting in the course of a business and not as a consumer. If you are an individual looking to use the Platform in a personal capacity, these Terms do not apply to you and you should not register for or use the Platform.

3. How OQOOL works

Platform: OQOOL is a subscription-based platform that provides access to a suite of tools designed to help you plan, structure and manage cross-border upskilling programmes and the people who take part in them. Depending on the Plan you subscribe to, the Platform gives you access to Mahara, OQOOL HRM, or both.

Mahara: Mahara is our intelligent tool for designing and structuring cross-border upskilling programmes. It helps you shape programmes and includes built-in compliance checks intended to assist you in identifying matters that may be relevant to the design of your programmes.

OQOOL HRM: OQOOL HRM is our human-resources management tool. It helps you manage the employees who participate in your Mahara programmes, as well as your everyday HR needs such as managing your workforce records and related administration.

Mahareum is separate: Mahareum is a separate offering that may be available from OQOOL under its own terms. Mahareum is not part of the Platform and is not covered by these Terms. If you wish to use Mahareum, a separate agreement will apply to it.

4. Our obligations

Scope of our services: We will provide you with access to the Platform and the features included in the Plan you have subscribed to, and we will use reasonable efforts to keep the Platform available to you. We may issue you with login credentials or require you to set up an account in order to access the Platform.

The Platform is provided "as is":

(a)               We provide the Platform and all features within it (including Mahara and OQOOL HRM) on an "as is" and "as available" basis.

(b)               To the fullest extent permitted by law, we exclude all implied terms, conditions, representations and warranties of any kind, including any relating to quality, accuracy, fitness for a particular purpose, title, non-infringement, or the achievement of any particular result, and any that might otherwise arise from our course of dealing or usage of trade.

(c)               The Platform is provided over the internet, and its quality and availability may be affected by matters beyond our reasonable control, including network interruptions, failures of third-party services and other technical issues. We will use reasonable efforts to keep the Platform available except during planned maintenance or events outside our reasonable control.

Compliance checks are not legal advice: The compliance checks and other outputs generated by Mahara, OQOOL HRM or any other part of the Platform are tools intended to assist you. They are generated using artificial intelligence and may be incomplete, inaccurate or out of date. They do not constitute legal, regulatory, tax or professional advice, and they are not a guarantee that any programme, arrangement or decision complies with any applicable law or regulation. You are responsible for obtaining your own professional advice and for all decisions you take based on any output of the Platform.

No verification of your programmes: We do not review, verify or approve the programmes, arrangements or decisions you design or implement using the Platform. You remain solely responsible for ensuring that your programmes and your use of the Platform comply with all laws and regulations that apply to you.

5. Subscription plans and fees

Plans: We offer the following subscription Plans:

(a)               Infinite — £529 per month, which gives you access to both Mahara and OQOOL HRM; and

(b)               Ultimate — £329 per month, which gives you access to OQOOL HRM only.

Annual subscriptions: You may instead choose annual billing. Infinite costs £5,290 per year and Ultimate costs £3,290 per year, payable annually in advance. Annual billing includes two months free compared with paying monthly.

Subscription Fee: The amount payable for your chosen Plan is the "Subscription Fee". You choose whether to pay for your Plan on a monthly or an annual cycle (your "billing period"), and the Subscription Fee is the monthly amount or the annual amount set out above according to the billing period you choose. The Subscription Fee for each Plan is set out above and may be varied in accordance with clause 7. All fees are stated in pounds sterling (GBP).

Billing in advance: The Subscription Fee is billed in advance for your chosen billing period (monthly or annual). Your first payment becomes due as described in clause 6, and each subsequent Subscription Fee becomes due at the start of each following billing period (on the corresponding day of each following month for monthly plans, or on the corresponding day of each following year for annual plans).

Payment method: You must provide and keep up to date a valid payment method, and you authorise us (or our payment processor) to charge the Subscription Fee to that payment method on each due date.

6. Free trial and commencement

Free trial: When you register for the Platform and accept these Terms, you will be entitled to a free trial of 30 days starting from the date of registration (the "Free Trial"). During the Free Trial you may access the features included in your chosen Plan without paying the Subscription Fee.

When your paid subscription begins: Your paid Subscription, and your obligation to pay the Subscription Fee, begin when you make your first payment. This happens at the end of the Free Trial, unless you opt out of the Free Trial earlier, in which case your first payment becomes due when you opt out.

These Terms govern your trial use: Even though no Subscription Fee is payable during the Free Trial, these Terms govern your use of the Platform from the moment you register and accept them. In particular, the provisions relating to acceptable use (clause 8), intellectual property (clause 11), confidentiality (clause 12) and data protection (clause 13) apply to you throughout the Free Trial. Only your obligation to pay the Subscription Fee is deferred until your first payment is made.

Cancelling during the Free Trial: If you do not wish to continue beyond the Free Trial, you may cancel at any time before the end of the Free Trial in accordance with clause 16, in which case no Subscription Fee will become payable.

7. Auto-renewal and changes to fees

Automatic renewal: Your Subscription runs for successive billing periods of the length you have chosen (monthly or annual). Unless cancelled in accordance with clause 16, your Subscription will automatically renew at the end of each billing period for a further period of the same length, and we will charge the then-current Subscription Fee for the renewed period.

Changes to fees: We may change the Subscription Fee or the terms on which your Subscription renews. Where we do so, we will give you at least 30 days' written notice before the change takes effect. Any change will apply from your next renewal following the end of the notice period.

Your choice on a change: If you do not agree to a change to the Subscription Fee or to the renewal terms, you may cancel your Subscription in accordance with clause 16 before the change takes effect. If you continue to use the Platform after the change takes effect, you will be treated as having accepted it.

8. Your obligations

Lawful use: You must use the Platform only for lawful purposes and in accordance with these Terms. You must not use the Platform in any way that is unlawful or fraudulent, or that has any unlawful or fraudulent purpose or effect.

No misuse of the Platform: You must not disrupt, hack, introduce viruses or other malicious code to, interfere with the security of, reverse engineer, scrape, tamper with, or attempt to gain unauthorised access to the Platform or any system or network connected to it.

Keep your credentials secure: You must keep your login credentials confidential and must not disclose them to anyone who is not an Authorised User. You must notify us immediately if you suspect or become aware of any unauthorised use of your account or any other breach of security.

Accurate information: You must ensure that all information you provide to us or input into the Platform is accurate, complete and kept up to date, and is not misleading.

Responsibility for your Authorised Users: You are responsible for all use of the Platform under your account, including use by your employees and any other Authorised Users. You must ensure that every Authorised User who uses the Platform through your account complies with these Terms, and you are responsible for their acts and omissions as if they were your own.

9. Subcontracting and third-party providers

We may use third parties: We may engage third parties, including providers of the artificial-intelligence models and other technology that power the Platform, to perform some or all of our obligations and to help us provide the Platform. We may share information with those third parties to the extent necessary to provide the Platform to you. Our current AI subprocessors are Chatbase, OpenAI, Synthesia and IONOS.

Third-party terms may apply: When you use certain features of the Platform, the terms, acceptable-use policies and prohibited-use policies of our third-party providers may apply to your use. You agree to comply with any such third-party policies that we notify to you from time to time.

10. Our right to make changes

Changes to the Platform: We may change the Platform from time to time, for example to reflect user feedback, to introduce new features, or to respond to our business priorities. We will give you reasonable notice of any material change that we reasonably consider may affect your rights or obligations under these Terms.

Changes to these Terms: We may update these Terms from time to time. Where we do, we will post the updated Terms on the Platform and, where the changes are material, we will give you reasonable notice. By continuing to use the Platform after the updated Terms take effect, you agree to be bound by them.

11.  Intellectual property

Ownership of the Platform: We and our licensors own all intellectual property rights in and to the Platform, including Mahara, OQOOL HRM, and any improvements, modifications or developments we make to them. Nothing in these Terms transfers any of those rights to you.

Your licence to use the Platform: Provided you comply with these Terms and pay the Subscription Fee when due, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform for your own internal business purposes during the term of your Subscription. You may not sublicense, assign or otherwise make the Platform available to any third party.

Your Information: We do not claim ownership of Your Information. You grant us a licence to store, process and use Your Information to provide, operate and improve the Platform, including by using Your Information on an anonymised and aggregated basis to improve our services and to develop and train our artificial-intelligence models. When we do so, we will comply with our confidentiality and data-protection obligations under these Terms.

Feedback: If you give us feedback, suggestions or recommendations about the Platform, we may use them freely and without any obligation to you, and you grant us a perpetual, irrevocable, royalty-free licence to do so.

12. Confidentiality

Protecting Confidential Information: Each of us agrees to keep confidential the other's Confidential Information received in connection with these Terms and the use of the Platform, to take reasonable steps to protect it, and to use it only for the purposes of the business relationship between us.

Permitted disclosures: Each of us may disclose the other's Confidential Information to our respective employees, officers, service providers and professional advisers on a need-to-know basis, provided they are bound by obligations of confidentiality, and to the extent we are required to do so by law or by any regulatory or governmental authority.

13. Data protection

Compliance with data-protection law: Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018, and any other applicable data-protection laws, in connection with any personal data processed under or in connection with these Terms.

Our policies: Our Privacy Policy (https://www.oqool.io/privacypolicy) describes how we collect, use and protect personal data when you use the Platform and when we communicate with you. By using the Platform you acknowledge that you have read and agree to that policy.

14. Indemnity

You must indemnify us and keep us indemnified from and against all liabilities, losses, damages, costs, fines and expenses (including reasonable legal costs) that we incur arising out of or in connection with: (a) your breach of these Terms; (b) your use of the Platform; and (c) any third-party claim, demand, proceeding or investigation arising out of or in connection with your use of the Platform or any content or information you input into it.

15. Liability

Our liability is capped: Subject to the exclusions below, our total aggregate liability to you for all claims arising out of or in connection with these Terms and your use of the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total fees you paid to us in the twelve (12) months immediately before the event giving rise to the claim, and (b) the monthly price of your current Plan stated in clause 5, regardless of whether you pay monthly or annually. The floor is intended to ensure that a meaningful cap applies even where you have paid little or no fees, for example during or shortly after the Free Trial.

Losses we are not responsible for: We are not responsible to you for any indirect or consequential loss, or for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data or loss of opportunity, in each case whether arising in contract, tort or otherwise, even if the loss was foreseeable.

Events outside our control: We are not responsible for any failure or delay in performing our obligations under these Terms that is caused by an event outside our reasonable control (a "Force Majeure Event"). Our obligations are suspended for the period during which the Force Majeure Event continues, and we will have an extension of time to perform. We will use reasonable efforts to bring the Force Majeure Event to an end or to find a solution by which our obligations may be performed despite it.

What we do not exclude: Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded as a matter of law.

16. Suspension and termination

Our right to suspend or terminate: We may suspend or terminate your access to the Platform if you fail to pay any amount due to us when due, or if you commit a material breach of these Terms. Where the material breach is capable of remedy, we will give you written notice of the breach and allow you 14 days to remedy it before we suspend or terminate; where the breach is not remedied within that period, or is not capable of remedy, we may suspend or terminate immediately.

Your right to cancel: You may cancel your Subscription at any time by giving us written notice to contact@oqool.io. If you cancel during the Free Trial before it ends, no Subscription Fee will become payable. If you cancel after your paid Subscription begins, cancellation will take effect at the end of your current paid billing period (the current month for monthly plans or the current annual period for annual plans). You may continue to use the Platform until that period ends. Fees already paid for that billing period will not be refunded merely because you cancel.

Effect of termination: On termination or cancellation, your right to access and use the Platform ends, and any licences granted to you under these Terms terminate. Termination or cancellation does not affect any rights or obligations that have accrued before it takes effect, including your obligation to pay any Subscription Fee or other amount that has already accrued, which survives termination.

17. Transfer and assignment

We may transfer our rights: We may transfer or assign our rights and obligations under these Terms to another organisation, for example to another member of our group or to someone who acquires our business. Such a transfer will not affect your rights under these Terms.

You may not transfer without our consent: You may not transfer or assign any of your rights or obligations under these Terms to any person without our prior written consent.

18. Entire agreement

These Terms, together with the policies and documents they refer to (including our Privacy Policy), constitute the entire agreement between us in relation to your use of the Platform and supersede any prior agreements, understandings or representations, whether written or oral. Marketing materials, help content, and interactions with any artificial-intelligence features of the Platform are intended to be helpful but are not binding and do not form part of these Terms.

19. No third-party rights

Only you and we are parties to these Terms. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

20. No waiver and severance

No waiver: If we do not insist that you perform any of your obligations under these Terms, or if we delay in taking steps against you in respect of a breach, that will not mean that you do not have to perform those obligations, and it will not prevent us from taking steps against you at a later date.

Severance: If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision will be severed from the remaining provisions, which will continue in full force and effect.

21. Governing law and jurisdiction

These Terms, their subject matter and their formation, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by and construed in accordance with the law of England and Wales. You and we each irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

22. Definitions

In these Terms, the following words have the following meanings:

"Authorised User" means an individual (such as an employee or other person) whom the Customer permits to access and use the Platform under the Customer's account, and for whom the Customer is responsible.

"Confidential Information" means information disclosed by one party to the other in connection with these Terms and the use of the Platform that is confidential or ought reasonably to be treated as confidential, whether or not marked as such. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) is or was independently developed by the receiving party without reference to the disclosing party's information; (c) is lawfully obtained by the receiving party from a third party who is free to disclose it; or (d) is required to be disclosed by law or by any regulatory or governmental authority.

"Customer", "you" or "your" means the business that subscribes to the Platform and on whose behalf these Terms are accepted.

"Force Majeure Event" has the meaning given to it in clause 15.

"Free Trial" means the 30-day free trial period described in clause 6.

"Mahara" means our intelligent tool for designing and structuring cross-border upskilling programmes, including its built-in compliance checks, as described in clause 3.

"Mahareum" means the separate offering referred to in clause 3, which is not covered by these Terms.

"OQOOL", "we", "us" or "our" means Zabeel UK Limited.

"OQOOL HRM" means our human-resources management tool, as described in clause 3.

"Plan" means a subscription plan offered by us, as described in clause 5, namely the Infinite plan or the Ultimate plan.

"Platform" means the OQOOL platform made available at oqool.io, including Mahara and OQOOL HRM, but excluding Mahareum.

"Privacy Policy" means our privacy policy referred to in clause 13, as made available by us from time to time.

"Subscription" means your subscription to a Plan under these Terms.

"Subscription Fee" means the fee payable for your Plan for your chosen billing period (monthly or annual), as described in clause 5.

"Terms" means these Terms of Business, together with the policies and documents they refer to.

"Your Information" means all information, data and content that you or your Authorised Users input into or upload to the Platform.