Terms & Conditions

Last update Mar 1, 2026

Note to the reader: Certain commercial terms, including volume discount rates for additional employee licenses, are not published in this document and are provided upon request as part of the individual contract negotiation process.

Welcome to zick learn. Please read these Terms of Service (the "Terms") carefully because they govern your use of our Site and our platform accessible via our Site (https://www.zicklearn.com) that allows individual or business users ("Creators") to create training courses ("Courses"), which will be formatted through text messages and delivered with the Services to individuals and/or businesses that wish to enroll in such Courses ("Employees"). To make these Terms easier to read, the Site and associated services are collectively called the "Services." Subject to your compliance with these Terms, you may register through the Services to be a Creator who creates Courses and list and advertise such Courses through the Services, or you may use the Services as an Employee.

Services Order Form

1. Customer Details

For the purposes of this Agreement, the Customer means any individual or entity that registers for, accesses or uses the zick learn platform through the creation of a User Account or by any other means made available by zick learn. The Customer is identified by its User ID, email address or other unique identifier associated with the relevant account or use of the Services, as recorded in the zick learn system.

2. Specification of Hosted Services

zick learn provides a cloud-based microlearning platform designed to create, deliver and manage bite-sized training content through one or more permitted distribution channels. The Hosted Services may include the course composer, AI-assisted content transformation and translation, video transformations, the distribution engine, learner portal, Skip Weekend functionality, analytics and the channels available under the applicable Pricing Schedule.

The available distribution channels are Web Chat, WhatsApp, Microsoft Teams, Slack, Google Chat and Webex. Web Chat is a distribution channel for the purposes of these Terms and is governed by the same AI-assisted content, data-processing and general service provisions that apply to the other supported distribution channels. Web Chat does not, by itself, introduce additional cookies, analytics, personal-data categories, external users, SSO requirements or sub-processors beyond those already described in these Terms and the Schedules.

The Hosted Services are accessible through online user accounts and are delivered through secure servers maintained by or for zick learn. zick learn will use commercially reasonable efforts to maintain availability of the Services, but the Services are provided on a best-effort basis and may be subject to downtime due to maintenance, technical issues or other factors outside zick learn’s reasonable control. zick learn does not guarantee uninterrupted access but will take commercially reasonable steps to resolve service disruptions promptly.

3. Financial Provisions & License Terms

3.1 License Tiers and Included Entitlements

The Customer is granted a paid licence to access and use the zick learn platform subject to the selected licence tier, the applicable Pricing Schedule and the relevant Services Order Form. The tiers are Start, Business and Enterprise. The following table defines the included commercial entitlements; the applicable fees, employee-band rates and optional services are set out in Schedule 3 or the relevant Services Order Form.

All fees, employee-band rates, Service Fees, Channel Activation Fees, Support Pack fees and channel-change fees are exclusive of VAT unless expressly stated otherwise. The Pricing Schedule is incorporated into the Agreement and may be supplemented or varied only by the applicable Services Order Form.

3.2 Named Employee Licences, Additional Licences and Channel Populations

Each Named Employee Licence is assigned to one specific named individual. A licence and the related access rights become active only when zick learn records payment of the applicable Charges. Issuance of an invoice alone does not activate a licence or access right.

For annual plans, included licences are purchased as a block and may be assigned during the relevant annual term. Any included licence not assigned by the end of that term expires without rollover, credit or refund. Each additional annual licence purchased and assigned after payment has a twelve-month licence period from its Activation Date.

Business annual Customers selecting Web Chat may purchase additional Web Chat Named Employee Licences above the included capacity at the annual rate set out in the Pricing Schedule. Business Customers selecting WhatsApp or an integrated channel must upgrade to Enterprise if they require more than the included Business capacity. Business monthly Customers may not exceed their included capacity; the Platform may block further additions and direct the Customer to contact zick learn to discuss an upgrade.

Enterprise charges are calculated separately for each Channel Population. A Channel Population is the total number of Named Employees assigned to a particular distribution channel. Channel Populations must not be aggregated across channels for the purpose of calculating employee bands, volume rates or discounts.

Enterprise includes Web Chat for the same Named Employees assigned to the Enterprise Primary Channel. Named Employees using Web Chat who are not assigned to the Primary Channel are charged at the applicable Web Chat rate in the Pricing Schedule.

A Supplementary Channel requires a separate Enterprise addendum or Services Order Form. For an Overlapping User, the supplementary-channel charge is the positive difference, if any, between the applicable supplementary-channel rate and the applicable Primary Channel rate, plus any applicable Channel Activation Fee. For a Net-New User, the full applicable rate for that Supplementary Channel applies. No negative credit applies where the supplementary-channel rate is lower than the Primary Channel rate.

3.3 Licence Nomination, Slots and Substitutions

Named Employee Licences are personal to the individual to whom they are assigned. The Customer may substitute named individuals free of charge up to ten percent of the relevant contracted licence capacity in each applicable renewal period. For annual plans, the renewal period is the annual licence term. For Business monthly plans, the renewal period is each paid monthly Billing Cycle.

For Business monthly plans, each activated individual occupies a Licensed Slot within the applicable capacity. A Named Employee continues to occupy that slot in the following Billing Cycle unless replaced in accordance with the permitted substitution allowance. If the monthly subscription is not renewed and paid, the associated access and Licensed Slots are suspended at the end of the then-current paid Billing Cycle.

Any substitution above the permitted ten-percent allowance, or any licence addition above the permitted plan capacity, is subject to the applicable Pricing Schedule, upgrade process or a new Services Order Form.

3.4 No Rollover, Upgrades and Channel Changes

No rollover applies to unassigned, unused or expired licences. The historical eighty-percent activation condition and the twenty-four-month rollover period do not apply.

A Customer may request an upgrade or channel change at any time, subject to zick learn’s approval and the applicable Pricing Schedule. A permitted change may receive a non-refundable pro-rata credit for the unused subscription value of the original licence, applied solely against the new licence. No cash refund is payable.

Service Fees, Channel Activation Fees, Support Packs and Professional Services Hours already provided, used or expired are non-refundable and non-transferable.

4. Contractual Notices

By registering for, accessing or using the zick learn platform, the Customer agrees to be bound by the terms and conditions of this Agreement in their entirety. This Agreement is deemed accepted automatically upon the Customer’s creation of a User Account, submission of an online Services Order Form, signature or other valid acceptance of a Services Order Form, or other use of the Hosted Services.

The Customer acknowledges that by using the Platform it has read, understood and agrees to all provisions of this Agreement. If the Customer does not agree to the Agreement, it must immediately cease all access to and use of the zick learn Services. Continued use of the Platform constitutes acceptance of the Agreement and any amendments or updates validly notified by zick learn.

All notices regarding this Agreement shall be communicated through the Platform or through the email address associated with the Customer’s account, subject to the notice provisions in Clause 19.

Terms and Conditions

All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions.

1. Definitions

1.1 In these Terms and Conditions:

“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API.

“Activation Date” means the date on which zick learn records payment of the applicable Charges and activates the relevant licence or access right.

“Agreement” means a contract between the parties incorporating these Terms and Conditions, the applicable Services Order Form, the Pricing Schedule and any Schedules, including any amendments from time to time.

“API” means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer.

“Billing Cycle” means the monthly or annual period specified in the applicable Services Order Form.

“Business Day” means any weekday other than a bank or public holiday in Ireland, Italy or Ukraine.

“Business Hours” means the hours of 09:00 to 13:00 and 14:00 to 18:00 GMT.

“Business Monthly Plan” means a Business subscription billed and renewed every 30 days, subject to payment before the next Billing Cycle.

“Channel Activation Fee” means the charge for activation and base configuration of a Supplementary Channel, as stated in the Pricing Schedule or relevant Services Order Form.

“Channel Population” means the Named Employees assigned to a specific distribution channel, calculated separately from every other Channel Population.

“Charges” means subscription fees, annual Service Fees, Support Pack fees, Channel Activation Fees, channel-change fees, late-payment fees and any other charges set out in the applicable Pricing Schedule or Services Order Form.

“Customer” means the person or entity identified as such in Section 1 of the Services Order Form.

“Customer Confidential Information” means any information disclosed by the Customer to the Provider at any time before the termination of the Agreement, whether disclosed in writing, orally or otherwise, that at the time of disclosure was marked as confidential or should reasonably have been understood by the Provider to be confidential.

“Customer Personal Data” means any Personal Data processed by the Provider on behalf of the Customer in relation to the Agreement, excluding any document uploaded to the Platform by the Customer in the form of a physical file or URL or shared with the Provider by other means, where the Provider acts as controller.

“Data Protection Laws” means the EU GDPR, Irish GDPR and all other applicable laws governing the processing of Personal Data.

“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available to the Customer.

“Effective Date” means the date on which the parties execute a hard-copy Services Order Form or, following the Customer’s completion and submission of an online Services Order Form, the date on which the Provider sends an order confirmation, unless another date is specified in the Services Order Form.

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other European Union laws regulating the processing of Personal Data, as amended, updated or superseded from time to time.

“Force Majeure Event” means an event, or series of related events, outside the reasonable control of the affected party, including failures of the internet or public telecommunications networks, hacker attacks, denial-of-service attacks, malicious software attacks or infections, power failures, industrial disputes affecting a third party, changes in law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars.

“Hosted Services” means the zick learn platform made available to the Customer as a service via the internet in accordance with these Terms and Conditions.

“Hosted Services Defect” means a defect, error or bug in the Platform adversely affecting the appearance, operation, functionality or performance of the Hosted Services, excluding a defect, error or bug caused by:

1. an act or omission of the Customer or an authorised user;

2. use contrary to the Documentation;

3. the Customer’s failure to comply with the Agreement;

4. incompatibility with a system, network, application, program, hardware or software not specified as compatible; or

5. temporary unavailability or connection problems with third-party services, APIs or integrations, including Microsoft, Meta, Google or other third-party APIs.

“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in these Terms and Conditions, the Pricing Schedule and the Services Order Form.

“Intellectual Property Rights” means all intellectual property rights worldwide, whether registrable or unregistrable, registered or unregistered, including copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing-off rights, unfair competition rights, patents, utility models, semiconductor topography rights and design rights.

“Irish GDPR” means the EU GDPR as transposed into Irish law, including by the Data Protection Act 2018, and all other Irish laws regulating the processing of Personal Data, as amended, updated or superseded from time to time.

“Licensed Slot” means a capacity slot within a Business Monthly Plan occupied by an activated Named Employee.

“Named Employee Licence” means a licence assigned to a specified individual, subject to the nomination and substitution rules in the Agreement.

“Net-New User” means a Named Employee assigned only to a Supplementary Channel and not already assigned to the Primary Channel.

“Overlapping User” means a Named Employee assigned to both a Primary Channel and a Supplementary Channel.

“Personal Data” means personal data as defined under the Data Protection Laws.

“Platform” means the platform managed by the Provider and used to provide the Hosted Services, including the application and database software, system and server software, and relevant computer hardware.

“Pricing Schedule” means the current commercial schedule specifying plan fees, employee-band rates, Service Fees, Channel Activation Fees, Support Pack fees and related Charges, incorporated into the relevant Services Order Form.

“Primary Channel” means the channel selected in the applicable Enterprise Services Order Form.

“Professional Services Hours” means the annual hours funded by the applicable Service Fee or purchased through a Support Pack.

“Provider” means zick technologies ltd, a company incorporated in the Republic of Ireland with registered office at Carlisle Building, 51 Bracken Road, Sandyford Business Park, Dublin, D18 CV48, Ireland, registered within the Companies’ Register of Dublin, tax code and VAT number IE3913708QH.

“Service Fee” means the annual, recurring fee for Professional Services Hours, renewed with the relevant subscription.

“Services” means any services that the Provider provides or is obliged to provide to the Customer under these Terms and Conditions.

“Services Order Form” means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference.

“Supplementary Channel” means an additional Enterprise distribution channel approved in a separate addendum or Services Order Form.

“Support Pack” means a package of additional Professional Services Hours available for purchase under the Pricing Schedule.

“Support Services” means support in relation to the use of, and identification and resolution of errors in, the Hosted Services, excluding Professional Services Hours unless expressly stated otherwise.

“Supported Web Browser” means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari.

“Term” means the term of the Agreement commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.

“Terms and Conditions” means all documentation containing the provisions of the Agreement, namely the Services Order Form, these Terms and Conditions, the Pricing Schedule and the Schedules, including any amendments from time to time.

“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1

The Agreement shall come into force upon the Effective Date.

The initial Term and the Billing Cycle are specified in the applicable Services Order Form. Start, Business annual and Enterprise annual subscriptions renew automatically for successive annual terms unless the Customer gives written non-renewal notice at least sixty days before the end of the applicable Start or Business annual term, or ninety days before the end of the applicable Enterprise annual term.

Business monthly subscriptions renew automatically every 30 days unless the Customer gives notice before the next Billing Cycle. A Business Monthly Plan is suspended at the end of the then-current paid Billing Cycle if the next Billing Cycle is not paid.

2.4

Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1

The Provider shall provide, or ensure that the Platform provides, the Access Credentials necessary to enable the Customer to access and use the Hosted Services after the applicable Charges have been paid and the relevant licence or access right has been activated.

3.2

The Provider grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface for the Customer’s business purposes during the Term.

The licence granted under Clause 3.2 is subject to the following limitations:

1. the User Interface may only be used through a Supported Web Browser;

2. the User Interface may only be used by the Customer’s officers, employees, agents and subcontractors;

3. Named Employee Licences may only be used by the named individuals assigned in accordance with the applicable Services Order Form, Pricing Schedule and the substitution rules of this Agreement;

4. Customer access is subject to the applicable Admin-seat, Named Employee Licence and Licensed Slot limits; and

5. the API may only be used by applications approved by the Provider in writing and controlled by the Customer.

3.4

Except as expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted under Clause 3.2 is subject to the following prohibitions:

1. the Customer must not sub-license its right to access and use the Hosted Services;

2. the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

3. the Customer must not republish or redistribute content or material from the Hosted Services;

4. the Customer must not alter the Platform;

5. the Customer must not conduct or request another person to conduct load testing or penetration testing on the Platform or Hosted Services; and

6. the Customer must not republish, distribute or make available content produced by the Platform’s AI except when distributing it to the Customer’s employees as part of the intended use of the Platform.

3.5

The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

3.6

The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer but does not guarantee 100% availability.

3.7

For the avoidance of doubt, downtime caused directly or indirectly by:

1. a Force Majeure Event;

2. a fault or failure of the internet or public telecommunications network;

3. a fault or failure of the Customer’s systems or networks;

4. any breach by the Customer of the Agreement;

5. scheduled maintenance;

6. temporary unavailability or connection problems with third-party services, APIs or integrations;

7. device, network or configuration issues specific to individual users;

8. updates, upgrades or enhancements to the Platform; or

9. security incidents actively being mitigated by the Provider, shall not be considered a breach of the Agreement.

3.8

The Customer must comply with Schedule 1 and ensure that all persons using the Hosted Services with the Customer’s authority or by means of the Access Credentials comply with Schedule 1.

3.9

The Customer must not use the Hosted Services in a way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.10

The Customer must not use the Hosted Services in a way that uses excessive Platform resources and is liable to cause a material degradation in the services provided by the Provider to other customers.

3.11

The Customer must not use the Hosted Services:

1. in any way that is unlawful, illegal, fraudulent or harmful; or

2. in connection with an unlawful, illegal, fraudulent or harmful purpose or activity.

3.12

For the avoidance of doubt, the Customer has no right to access the software code, including object code, intermediate code or source code, of the Platform during or after the Term.

The Provider may suspend the provision of the Hosted Services if Charges are overdue and the Provider has given at least five days’ written notice after the amount became overdue of its intention to suspend the Hosted Services. For Business Monthly Plans, the Provider may suspend access and Licensed Slots automatically at the end of the paid 30-day Billing Cycle where the next Billing Cycle has not been paid.

3.14

The Customer acknowledges that certain outputs of the Platform may be generated or recommended by AI modules. The Customer shall ensure that any such output is reviewed by a qualified human user in the Customer’s organisation before adoption for operational or compliance purposes.

The Provider may use AI tools to assist in the creation, transformation, translation or recommendation of content. The same governance, human-review and Customer-oversight requirements apply regardless of whether content is distributed through Web Chat, WhatsApp, Microsoft Teams, Slack, Google Chat or Webex.

The Customer acknowledges that content delivered to Employees is human-reviewed and that Web Chat does not by itself create a separate direct Employee-AI interaction model or an additional AI-processing category beyond the AI-assisted functionality described in these Terms.

3.17

The Customer shall ensure that all content adopted for operational or compliance purposes is appropriately reviewed and approved by qualified personnel within the Customer’s organisation.

3.18

The Provider remains responsible for the proper functioning of the Platform, including the AI-assisted content workflow, but the Customer maintains oversight over the use of content for operational purposes.

4. Scheduled Maintenance

4.1

The Provider may suspend the Hosted Services from time to time for scheduled maintenance of the Platform.

4.2

The Provider shall ensure that scheduled maintenance is carried out outside Business Hours where reasonably practicable.

5. Support Services

Start does not include onboarding or Professional Services Hours. Business includes up to four Professional Services Hours for each annual Service Fee period. Enterprise includes Professional Services Hours equal to one hour for each €100 of annual Service Fee, subject to the minimum and maximum stated in the Pricing Schedule.

Professional Services Hours may be used for planned onboarding, configuration, administrator training, technical support, strategic support and product support. Platform defects and standard error-resolution support do not consume Professional Services Hours. Additional Professional Services Hours may be purchased through Support Packs as set out in the Pricing Schedule.

Professional Services Hours renew when the annual Service Fee is renewed, expire after twelve months, and are non-refundable and non-transferable. The Provider may make a helpdesk available for Support Services, and the Customer must use the helpdesk only for requesting and receiving Support Services.

6. Customer Data

6.1

The Customer grants the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data to the extent reasonably required for performance of the Provider’s obligations and exercise of the Provider’s rights under the Agreement. The Customer also grants the Provider the right to use the Customer’s brand and logo, and anonymised analytics produced through the Platform, in public, online or offline, for promotional, marketing and other business purposes.

6.2

The Customer warrants that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person or organisation and will not breach any applicable law, statute or regulation.

7. Mobile App

7.1

No mobile app is provided by the Provider.

8. No Assignment of Intellectual Property Rights

8.1

Nothing in these Terms and Conditions operates to assign or transfer Intellectual Property Rights from the Provider to the Customer or from the Customer to the Provider.

9. Charges

The Customer must pay the subscription fees, annual Service Fee, Support Pack fees, Channel Activation Fees, channel-change fees and other Charges stated in the applicable Pricing Schedule and Services Order Form. Service Fees are annual and recurring: they renew with the relevant annual subscription or, for a Business Monthly Plan, at the twelfth month while the subscription remains active.

The Customer is charged in advance. Licences and access rights activate only when payment is recorded. Business monthly Charges are due for each 30-day Billing Cycle. Annual Charges are due for the applicable annual period. Additional annual Named Employee Licences are charged and valid for twelve months from their Activation Date.

No rollover, unused-licence credit, cash refund or eighty-percent activation condition applies, except for a non-refundable pro-rata subscription credit expressly permitted for an approved upgrade or channel change under Services Order Form Section 3.4.

9.4

All Charges are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

10. Payments

The Provider may issue invoices for Charges in advance of the relevant Billing Cycle or annual term. Payment must be recorded before a licence, access right, upgrade or additional annual licence is activated.

The Customer must pay Charges before the commencement of the relevant Billing Cycle or annual term, unless the applicable Services Order Form expressly provides otherwise.

10.3

The Customer must pay Charges by debit card, credit card or bank transfer using payment details notified by the Provider from time to time.

10.4

If the Customer does not pay an amount properly due to the Provider under these Terms and Conditions, the Provider may:

1. charge interest on the overdue amount at the rate of eight percent per annum above the Central Bank of Ireland base rate from time to time, accruing daily until payment and compounded at the end of each calendar month; or

2. claim interest and statutory compensation pursuant to the Late Payment in Commercial Transactions Regulations 2012.

11. Provider’s Confidentiality Obligations

11.1

The Provider must:

1. keep Customer Confidential Information strictly confidential;

2. not disclose Customer Confidential Information without the Customer’s prior written consent;

3. use the same degree of care to protect Customer Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and

4. act in good faith at all times in relation to Customer Confidential Information.

11.2

Notwithstanding Clause 11.1, the Provider may disclose Customer Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who need access to perform their work in relation to the Agreement.

11.3

Clause 11 imposes no obligations with respect to Customer Confidential Information that:

1. was known to the Provider before disclosure and was not subject to another confidentiality obligation;

2. is or becomes publicly known through no act or default of the Provider; or

3. is obtained by the Provider from a third party where the Provider has no reason to believe an obligation of confidentiality has been breached.

11.4

The restrictions in Clause 11 do not apply to the extent that Customer Confidential Information is required to be disclosed by law or regulation, judicial or governmental order or request, or disclosure requirements relating to the listing of the Provider’s stock on a recognised stock exchange.

11.5

Clause 11 shall continue in force for six months following termination of the Agreement, after which it shall cease to have effect.

12. Data Protection

12.1

Each party shall comply with Data Protection Laws with respect to processing of Customer Personal Data.

12.2

The Customer warrants that it has the legal right to disclose all Personal Data it discloses to the Provider under or in connection with the Agreement.

12.3

The Customer shall supply, and the Provider shall process, only:

1. Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2; and

2. Personal Data of the types specified in Section 2 of Schedule 2.

12.4

The Provider shall process Customer Personal Data only for the purposes specified in Section 3 of Schedule 2.

12.5

The Provider shall process Customer Personal Data only during the Term and for no more than 90 days following the end of the Term, subject to the other provisions of Clause 12.

12.6

The Provider shall process Customer Personal Data only on the documented instructions of the Customer, including with regard to transfers to a third country under Data Protection Laws, as set out in these Terms and Conditions.

12.7

The Customer authorises the Provider to transfer Customer Personal Data:

1. internally to its employees, offices and facilities in the EU, USA and/or Ukraine; and

2. to third-party processors in the jurisdictions identified in Section 5 of Schedule 2, provided that such transfers are protected by appropriate safeguards under Data Protection Laws.

12.8

The Provider shall promptly inform the Customer if, in the Provider’s opinion, an instruction of the Customer relating to Customer Personal Data infringes Data Protection Laws.

12.9

Notwithstanding any other provision of the Agreement, the Provider may process Customer Personal Data where and to the extent required by applicable law. In that case, the Provider shall inform the Customer of the legal requirement before processing, unless the law prohibits such information on important grounds of public interest.

12.10

The Provider shall ensure that persons authorised to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.11

The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Customer Personal Data.

12.12

As at the Effective Date, the Provider is authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties and third-party categories identified in Section 5 of Schedule 2.

12.13

The Provider shall, insofar as possible and taking into account the nature of processing, take appropriate technical and organisational measures to assist the Customer in responding to data-subject rights requests under Data Protection Laws.

12.14

The Provider shall assist the Customer in ensuring compliance with obligations relating to security of processing, notification of Personal Data breaches to supervisory authorities, communication of Personal Data breaches to data subjects, data-protection impact assessments and prior consultation in relation to high-risk processing under Data Protection Laws.

12.15

The Provider must notify the Customer of any Personal Data breach affecting Customer Personal Data without undue delay and, in any event, not later than 72 hours after becoming aware of the breach.

12.16

The Provider shall, at the Customer’s choice, delete or return Customer Personal Data after provision of the processing services and delete existing copies, except where applicable law requires storage.

12.17

If changes or prospective changes to Data Protection Laws result or will result in one or both parties not complying with Data Protection Laws in relation to processing under the Agreement, the parties shall use best endeavours promptly to agree variations necessary to remedy the non-compliance.

Web Chat is a distribution channel within the existing Categories of Data Subjects, Types of Personal Data, Purposes of Processing and sub-processor arrangements. The availability of Web Chat does not, by itself, introduce additional cookies, analytics, personal-data categories, external users, SSO requirements or sub-processors beyond those already identified in these Terms and Schedule 2.

12A. Artificial Intelligence Systems Governance

12A.1

The Provider shall maintain and make available upon reasonable request factual documentation regarding the design, development, deployment and maintenance of AI-based functionalities used within the Platform, including model versioning, training-data description where applicable, performance metrics, known limitations and bias mitigations.

12A.2

The Provider shall periodically test its AI models for fairness, accuracy, robustness and security, and the Customer may request a summary of such tests.

The Customer acknowledges that the Customer’s Creators and Employees may use AI-powered features only within the governed Platform workflow and that appropriate human oversight must be maintained by the Customer when adopting content or output generated by the Platform’s AI systems. The same governance applies irrespective of the distribution channel, including Web Chat.

13. Warranties

13.1

The Provider warrants that:

1. it has the legal right and authority to enter into the Agreement and perform its obligations;

2. it will comply with applicable legal and regulatory requirements applying to the exercise of its rights and fulfilment of its obligations; and

3. it has or has access to the necessary know-how, expertise and experience to perform its obligations.

13.2

The Provider warrants that:

1. the Platform will incorporate security features reflecting the requirements of good industry practice; and

2. it does not use Customer Data to train AI models. Data submitted via the API is not used to improve or train the Provider’s models.

13.3

The Provider warrants that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach laws, statutes or regulations applicable under Irish law.

13.4

The Provider warrants that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person.

13.5

The Customer warrants that it has the legal right and authority to enter into the Agreement and perform its obligations.

13.6

All warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied.

14. Acknowledgements and Warranty Limitations

14.1

The Customer acknowledges that complex software is never wholly free from defects, errors and bugs and, subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors or bugs.

14.2

The Customer acknowledges that complex software is never entirely free from security vulnerabilities and, subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

14.3

The Customer acknowledges that the Hosted Services are designed to be compatible only with software and systems specified as compatible in the Hosted Services Specification, and the Provider does not warrant or represent compatibility with other software or systems.

14.4

The Customer acknowledges that the Provider will not provide legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services. Except as expressly provided otherwise, the Provider does not warrant or represent that the Hosted Services or their use will not give rise to legal liability for the Customer or another person.

15. Limitations and Exclusions of Liability

15.1

Nothing in these Terms and Conditions will:

1. limit or exclude liability for death or personal injury resulting from negligence;

2. limit or exclude liability for fraud or fraudulent misrepresentation;

3. limit liability in a way not permitted by applicable law; or

4. exclude liabilities that may not be excluded under applicable law.

15.2

The limitations and exclusions of liability set out in Clause 15 and elsewhere in these Terms and Conditions are subject to Clause 15.1 and govern all liabilities arising under or relating to these Terms and Conditions, including liabilities arising in contract, tort, including negligence, and breach of statutory duty, except to the extent expressly provided otherwise.

15.3

The Provider shall not be liable to the Customer for losses arising out of a Force Majeure Event.

15.4

The Provider shall not be liable to the Customer for loss of profits or anticipated savings.

15.5

The Provider shall not be liable to the Customer for loss of revenue or income.

15.6

The Provider shall not be liable to the Customer for loss of use or production.

15.7

The Provider shall not be liable to the Customer for loss of business, contracts or opportunities.

15.8

The Customer shall be fully liable to the Provider for all losses, damages, costs, expenses or liabilities, including reasonable legal fees, arising directly or indirectly from:

1. failure to maintain the security of Access Credentials under Clause 3.5;

2. unauthorised access facilitated by the Customer’s act, omission or negligence;

3. breach of the Agreement, including Schedule 1;

4. any act or omission of a third party given access by or through the Customer; or

5. data, content or instructions submitted by the Customer that cause damage to the Platform, the Provider’s systems or third parties. The Customer’s liability under this Clause shall not be limited or excluded by another provision of the Agreement.

15.9

The Provider shall not be liable to the Customer for:

1. special, indirect, incidental or consequential loss or damage;

2. loss of profits, revenue, business, contracts, anticipated savings or goodwill;

3. loss or corruption of data, content or software;

4. business interruption or loss of use of the Hosted Services; or

5. damage to reputation or brand, whether or not foreseeable or the Provider had been advised of the possibility of such losses.

15.10

The Provider’s liability to the Customer under the Agreement in respect of a single event or series of related events shall not exceed the Charges paid by the Customer for the unused portion of the then-current licence term, calculated pro rata from the event giving rise to the claim until the end of the active licence term. Nothing in this Clause limits the Customer’s obligation to pay Charges properly due.

15.11

The aggregate liability of the Provider to the Customer under the Agreement in respect of all events occurring during a single annual licence term shall not exceed the total Charges paid or payable by the Customer for that annual licence term.

16. Force Majeure Event

16.1

If a Force Majeure Event gives rise to failure or delay in either party performing an obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

16.2

A party that becomes aware of a Force Majeure Event likely to give rise to failure or delay must:

1. promptly notify the other party; and

2. inform the other party of the estimated duration.

16.3

A party whose performance is affected by a Force Majeure Event must take reasonable steps to mitigate its effects.

17. Termination

Subject to the applicable Term, Billing Cycle and non-renewal rules in Clause 2, either party may prevent renewal by giving the required notice. A Business Monthly Plan may be cancelled before the next Billing Cycle in accordance with Clause 2.3.

17.2

Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of these Terms and Conditions.

17.3

Subject to applicable law, either party may terminate the Agreement immediately by written notice if:

1. the other party is dissolved, ceases to conduct all or substantially all of its business, becomes unable to pay its debts as they fall due, becomes insolvent or declared insolvent, or convenes a meeting or proposes an arrangement with creditors;

2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar person is appointed over assets of the other party; or

3. an order is made for winding up or the other party passes a resolution for winding up.

18. Effects of Termination

18.1

Upon termination, all provisions of these Terms and Conditions shall cease to have effect, save that Clauses 1, 3.12, 7, 10.4, 11, 12, 15, 18, 21 and 22 shall survive and continue in effect in accordance with their express terms or otherwise indefinitely.

18.2

Except to the extent expressly provided otherwise, termination shall not affect accrued rights of either party.

Following termination, the Customer must pay Charges due for Services provided before termination. Except to the extent required by mandatory law or expressly agreed in a Services Order Form, the Provider shall not be required to provide a cash refund for unused subscriptions, Service Fees, Channel Activation Fees, Support Packs or Professional Services Hours. An approved upgrade or channel change may receive only the non-refundable pro-rata subscription credit described in Services Order Form Section 3.4.

19. Notices

19.1

Any notice from one party to the other under these Terms and Conditions must be given by recorded signed-for post using the relevant contact details in the Services Order Form and Clause 19.2. A notice shall be deemed received in accordance with applicable law; if the stated time of deemed receipt is not within Business Hours, it shall be deemed received when Business Hours next begin.

19.2

The Provider’s contact details for notices are: zick technologies ltd, Carlisle Building, 51 Bracken Road, Sandyford Business Park, Dublin, D18 CV48, Ireland.

19.3

The addressee and contact details set out in the Services Order Form and Clause 19.2 may be updated by written notice under this Clause 19.

20. Subcontracting

20.1

Subject to express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract its obligations under the Agreement, provided that it gives the Customer written notice promptly following appointment of a subcontractor, specifying the subcontracted obligations and identifying the subcontractor.

20.2

The Provider shall remain responsible to the Customer for performance of subcontracted obligations.

20.3

Notwithstanding Clause 20.1, and subject to other provisions of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract hosting of the Platform and support and maintenance services to a reputable third-party hosting business.

21. General

21.1

No breach of a provision of the Agreement shall be waived except with the express written consent of the party not in breach.

21.2

If a provision of the Agreement is determined by a court or other competent authority to be unlawful or unenforceable, the other provisions will continue in effect. If the unlawful or unenforceable provision would be lawful or enforceable if part were deleted, that part will be deemed deleted and the rest of the provision will continue in effect unless that would contradict the clear intention of the parties.

21.3

The Agreement may not be varied except by a written document signed by or on behalf of each party.

21.4

The Customer agrees that the Provider may assign its contractual rights and obligations under the Agreement to a third party. Save to the extent expressly permitted by applicable law, the Customer must not, without the Provider’s prior written consent, assign, transfer or otherwise deal with its contractual rights or obligations.

21.5

The Agreement is made for the benefit of the parties and is not intended to benefit, or be enforceable by, a third party. The rights of the parties to terminate, rescind, or agree an amendment, waiver, variation or settlement are not subject to the consent of a third party.

Subject to Clause 15.1, the Services Order Form, these Terms and Conditions, the Pricing Schedule and the Schedules constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form and supersede all previous agreements, arrangements and understandings in respect of that subject matter. In the event of conflict, the Services Order Form shall prevail over the Pricing Schedule, the Pricing Schedule shall prevail over these Terms and Conditions in respect of pricing and plan entitlements, and these Terms and Conditions shall prevail over any marketing material.

21.7

The Agreement shall be governed by and construed in accordance with Irish law.

21.8

The courts of the Republic of Ireland shall have exclusive jurisdiction to adjudicate disputes arising under or in connection with the Agreement.

21A. Alternative Dispute Resolution

21A.1 Good Faith Negotiation

In the event of a dispute, controversy or claim arising out of or in connection with the Agreement, or its breach, termination or invalidity, either party may deliver written notice describing the dispute in reasonable detail. The parties shall attempt to resolve the dispute through good-faith negotiation between senior representatives within 30 days of the notice, unless a longer period is agreed in writing.

21A.2 Mediation

If a dispute is not resolved through negotiation within the period in Clause 21A.1, either party may refer it to non-binding mediation administered by a mutually agreed mediator. If the parties cannot agree a mediator within 15 days of a written request, the mediator shall be appointed by the Centre for Effective Dispute Resolution in London. Mediation costs shall be shared equally unless otherwise agreed, and each party shall bear its own legal costs.

21A.3 Litigation

If a dispute is not resolved through mediation within 60 days of appointment of the mediator, or a longer period agreed in writing, either party may refer the dispute to the exclusive jurisdiction of the courts of the Republic of Ireland in accordance with Clause 21.8.

21A.4 Interim Relief

Nothing in Clause 21A prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights or interests pending resolution of a dispute.

22. Interpretation

22.1

In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to that statute or provision as modified, consolidated or re-enacted from time to time and to subordinate legislation made under it.

22.2

Clause headings do not affect interpretation of these Terms and Conditions.

22.3

References to calendar months are to the twelve named periods from January to December.

22.4

General words shall not be given a restrictive interpretation merely because they are preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 — Acceptable Use Policy

1. Introduction

1.1

This acceptable use policy sets out the rules governing:

1. use of the website at www.zicklearn.com , any successor website, and the services available on it; and

2. transmission, storage and processing of content by the Customer or another person acting on its behalf using the Services.

References in this Policy to the Services include the permitted distribution channels, including Web Chat, WhatsApp, Microsoft Teams, Slack, Google Chat and Webex. References to “you” are to a customer and any individual user; references to “we” and “us” are to zick technologies ltd, with registered office at Carlisle Building, 51 Bracken Road, Sandyford Business Park, Dublin, D18 CV48, Ireland, registered within the Companies’ Register of Dublin, tax code and VAT number IE3913708QH.

1.3

By using the Services, you agree to the rules in this Policy.

1.4

We will request express agreement to this Policy before you upload or submit Content or otherwise use the Services.

1.5

You must be at least 18 years of age to use the Services and, by using the Services, you warrant and represent that you are at least 18 years of age.

2. General Usage Rules

2.1

You must not use the Services in a way that causes, or may cause, damage to the Services or impairment of their availability or accessibility.

2.2

You must not use the Services:

1. in a way that is unlawful, illegal, fraudulent, deceptive or harmful; or

2. in connection with an unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3

You must ensure that all Content complies with this Policy.

3. Unlawful Content

3.1

Content must not be illegal or unlawful, infringe any person’s legal rights or be capable of giving rise to legal action against any person in any jurisdiction and under any applicable law.

3.2

Content, and use of Content by us in any manner licensed or authorised by you, must not:

1. be libellous or maliciously false;

2. be obscene or indecent;

3. infringe copyright, moral rights, database rights, trademark rights, design rights, passing-off rights or other Intellectual Property Rights;

4. infringe a right of confidence, privacy or data-protection legislation;

5. constitute negligent advice or contain a negligent statement;

6. incite a crime, provide instructions for commission of a crime or promote criminal activity;

7. be in contempt of court or breach a court order;

8. breach racial or religious hatred or discrimination legislation;

9. be blasphemous;

10. breach official secrets legislation; or

11. breach a contractual obligation owed to another person.

3.3

You must ensure that Content is not, and has never been, the subject of threatened or actual legal proceedings or a similar complaint.

4. Graphic Material

4.1

Content must be appropriate for all persons who have access to, or are likely to access, the relevant Content.

4.2

Content must not depict violence.

4.3

Content must not be pornographic.

5. Factual Accuracy

5.1

Content must not be untrue, false, inaccurate or misleading.

5.2

Statements of fact in Content relating to legal or natural persons must be true.

6. Negligent Advice

6.1

Content must not consist of, or contain, legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2

Content must not consist of, or contain, advice, instructions or information that could, if acted upon, cause death, illness, personal injury, damage to property or other loss or damage.

7. Etiquette

7.1

Content must be appropriate, civil and tasteful, and accord with generally accepted standards of internet etiquette and behaviour.

7.2

Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3

Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4

You must not use the Services to send hostile communications or communications intended to insult, including communications directed at a particular person or group.

7.5

You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6

You must not unnecessarily flood the Services with material relating to a particular subject or subject area.

7.7

You must ensure that Content does not duplicate other content available through the Services.

7.8

You must ensure that Content is appropriately categorised.

7.9

You should use appropriate and informative titles for Content.

7.10

You must at all times be courteous and polite to other users of the Services.

8. Marketing and Spam

8.1

You must not, without our written permission, use the Services for marketing, advertising, promotion, sale or supply of a product, service or commercial offering.

8.2

Content must not constitute or contain spam, and you must not use the Services to store or transmit spam, including unlawful marketing communications and unsolicited commercial communications.

8.3

You must not send spam or other marketing communications to a person using an email address or other contact details made available through, or found using, the Services.

8.4

You must not use the Services to promote, host or operate chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, get-rich-quick schemes or similar letters, schemes or programs.

8.5

You must not use the Services in a way liable to result in blacklisting of our IP addresses.

9. Regulated Businesses

9.1

You must not use the Services for gambling, gaming, betting, lotteries, sweepstakes, prize competitions or gambling-related activity.

9.2

You must not use the Services for offering for sale, sale or distribution of drugs or pharmaceuticals.

9.3

You must not use the Services for offering for sale, sale or distribution of knives, guns or other weapons.

10. Monitoring

10.1

You acknowledge that we may actively monitor Content and use of the Services.

11. Data Mining

11.1

You must not conduct systematic or automated data scraping, data mining, data extraction, data harvesting or other systematic or automated data-collection activity by means of or in relation to the Services.

12. Hyperlinks

12.1

You must not link to material using or by means of the Services that would, if made available through the Services, breach this Policy.

13. Harmful Software

13.1

Content must not contain or consist of, and you must not promote, distribute or execute through the Services, viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2

Content must not contain or consist of, and you must not promote, distribute or execute through the Services, software, programs, routines, applications or technologies that have or may have a material negative effect on computer performance or introduce material security risks.

Schedule 2 — Data Processing Information

1. Categories of Data Subjects

For the purposes of the Agreement, the categories of data subjects whose Personal Data may be processed include:

Customers: individuals who have registered for or use the zick learn platform, including contact details, user preferences and account information.

Employees: individuals who receive training content through the zick learn platform, including contact information, progress data, interaction history and feedback.

Administrators: individuals designated as administrators of the Customer’s account, including contact details and administrative-access information.

End Users: individuals who engage with content created through the zick learn platform, including interaction data and usage statistics.

Support Contacts: individuals who contact zick learn for support or assistance, including contact information and support-request details.

Web Chat does not create an additional category of data subject beyond the categories listed above.

2. Types of Personal Data

For the purposes of the Agreement, the types of Personal Data that may be processed include:

Contact Information: names, email addresses, phone numbers and mailing addresses.

Account Information: user IDs, encrypted passwords and account settings.

Usage Data: login times, session durations, IP addresses, browser types and interaction history with the zick learn platform.

Content Data: data related to creation, management and delivery of training content, including input provided during content creation or interaction.

Training Data: information about training activities, including course completions, lesson progress, quiz responses and Employee feedback.

Support Data: details of support requests, including correspondence and additional information provided during support interactions.

Preferences: user preferences, interests and feedback related to Platform use and content.

Administrative Data: contact details and access information for administrators managing the Customer account.

Web Chat does not by itself introduce a new type of Personal Data beyond the categories listed above.

3. Purposes of Processing

Service Provision: to provide, operate and manage the zick learn platform and its functionality, including User Account management, content delivery and training administration.

User Authentication: to verify and authenticate user identities, including login and access control.

Content Personalisation: to tailor and personalise content and training materials based on user preferences, interactions and historical data.

Performance and Analytics: to analyse Platform use, user behaviour and engagement metrics to improve service performance and user experience.

Support and Communication: to provide customer support, respond to enquiries and communicate important updates or changes related to the Platform.

Compliance and Security: to ensure compliance with legal obligations, manage security risks and prevent fraud, abuse or unauthorised use of the Platform.

Product Development: to develop and enhance Platform features, functionality and service offerings based on user feedback and usage data.

Marketing and Promotion: to use anonymised or aggregated data for marketing, promotional activities and case studies or success stories, where permitted by applicable law.

Web Chat is a permitted distribution channel within the purposes of processing stated above and does not, by itself, introduce a separate processing purpose.

4. Security Measures for Personal Data

To protect Personal Data, the Provider implements the following basic security measures:

Access Control: access to Personal Data is restricted to authorised personnel who require it to perform their duties.

Encryption: Personal Data is encrypted during transmission and storage to protect it from unauthorised access.

Data Backup: regular backups of Personal Data are performed to support integrity and recovery in the event of loss or corruption.

Secure Infrastructure: the Platform operates on secure servers using industry-standard security protocols to protect against unauthorised access and breaches.

Regular Updates: software and security systems are regularly updated to address vulnerabilities and improve protection.

Incident Response: procedures are maintained to respond to and manage data-security incidents and breaches promptly.

5. Sub-processors of Personal Data

The following categories of sub-processors may process Customer Personal Data:

Cloud Service Providers: entities that provide cloud-based storage and computing resources.

Payment Processors: entities that handle financial transactions and payment processing.

Customer Support Providers: entities that provide support and technical assistance services.

External AI Systems: entities that provide AI services and tools for processing and analysis.

Communications Systems Providers: entities that facilitate data transfer and communications through APIs.

Web Chat does not by itself introduce a new sub-processor or sub-processor category beyond those listed above.

Schedule 3 — Pricing Schedule v1

This Schedule is incorporated into the Agreement and may be replaced by a later version incorporated into a Services Order Form or notified for the next renewal in accordance with the Agreement. All prices are in EUR and exclusive of VAT unless expressly stated otherwise.

1. Plan Fees and Included Capacity

2. Business Web Chat Additional Licences

Business annual Web Chat Customers may purchase additional Named Employee Licences above 600. Business monthly Customers cannot exceed the included capacity without an approved upgrade.

3. Enterprise Integrated-Channel Employee Bands

The following progressive and marginal rates apply to each separate Channel Population for Microsoft Teams, Slack, Google Chat and Webex:

4. Enterprise WhatsApp Employee Bands

The following progressive and marginal rates apply to each separate WhatsApp Channel Population:

5. Professional Services Hours and Support Packs

6. Supplementary Enterprise Channels

7. Upgrade and Channel-Change Fees

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