Terms for Organisations
The following pages contain our terms of service (“Terms”), which govern the use of our Services.
These Terms were last updated on: 23 May 2018
Our company address was updated on: 19 June 2020
1. Our Offering
1.1
Zealous provides a creative network via Our website at zealous.co (the “Site”) for registered users (“Creative Talent”) to showcase their work for free, and a simple and quick way for registered users looking for Creative Talent (“Organisers”) to submit opportunities for Creative Talent to respond to (“Opportunities”). Organisers collect submissions of work (“Submissions”) together with payments from Creative Talent where appropriate, (collectively the “Services”).
1.2
Registered users offering one or more Opportunities are deemed Organisers; registered users who are responding to Opportunities are deemed Creative Talent, and a registered user can be deemed to be both an Organiser or Creative Talent depending on the circumstances.
1.3
These Terms relate to Organisers. For terms of service that apply to You as Creative Talent, please see Creative Talent Terms here.
Organisers
2. Our Contract With You
2.1
These are the Terms on which We shall supply services to You together with our Usage Policy which you have already accepted upon registration.
2.2
The services we provide are more specifically referred to at zealous.co/about/managing-submissions/pricing and comprise of packages (“Packages”) with the associated costs of each package calculated taking into consideration the features available to you and the number of Submissions accepted by you on an annual basis.
2.3
The Package Payment Form constitutes an offer by You to purchase the Services as specified on our Pricing Page in accordance with these Terms.
2.4
The Package Payment Form shall only be deemed to be accepted when We notify you of the payment confirmation on the page.
2.5
A contract will come into force between us when We accept your Package Payment Form, together with receipt of payment of any relevant fee in full as appropriate (the “Contract”).
2.6
Please read these Terms carefully, and check that the details on any Opportunity and in these Terms are complete and accurate before You create an Opportunity. If You believe that there is a mistake or require any changes, please contact Us to discuss. We will confirm any changes in writing to you.
3. The Services
3.1
Organisers may visit the Site, create a portfolio (as more specifically set out on the Site), create Opportunities, interact with other users, all for free.
3.2
Users may also be invited to judge a selection for an Opportunity and should they accept, they will become judges for that Opportunity (“Judges”).
3.3
Opportunities created by Organisers will include the following information:
3.3.1
A title, description and image of the Opportunity;
3.3.2
The type and location of Creative Talent needed for the Opportunity, including the relevant field (e.g. Art) the role (e.g. Photographer), the location (country and city);
3.3.3
A brief description of the requirements of the Organiser with regards to Submissions (“Guidelines”);
3.3.4
A list of rewards for Creative Talent who have been successfully selected (“Rewards”);
3.3.5
Whether Organisers will have one round (“Final Round”) or multiple rounds of selection “Multiple Rounds”);
3.3.6
Whether Judges will be scoring those rounds (“Judges”), and whom these Judges will be;
3.3.7
A customised schedule, including dates when Submissions open (“Submission Opening Date”), when Submissions close (“Submissions Closing Date”), the number of rounds of selection necessary, dates by which Judges need to have scored their entries (“Judging Deadline”) and selection dates (the “Online Schedule”);
3.3.8
Any questions Organisers may want to ask from Creative Talent submitting to Opportunities (“Customised Form”)
3.3.9
Whether Organisers will be taking Submissions Fees, and what these will be (“Paid Submission”).
3.4
Organisers can also access a dashboard with all the information relating to an Opportunity, download reports of Submissions and update any information with regards to the Opportunity (“Dashboard”).
3.5
Zealous will advertise the Opportunity on the Site, but We are not responsible for marketing the Opportunity outside of the Site.
3.6
Organisers also have access to making Submissions. Should this be the case they will be recognised on the Site as both Organisers and Creative Talent. Organisers making Submissions will also have to abide with the terms attributed to Creative Talent here.
3.7
Zealous automates the process of collating Submissions based on the Online Schedule set by the Organiser for the relevant Opportunity as follows:
3.7.1
Submissions to Opportunities open automatically and Creative Talent will only be able to submit to an Opportunity from the Submission Opening Date.
3.7.2
Submissions to Opportunities close automatically and Creative Talent will not be able to submit to an Opportunity after the Submission Closing Date.
3.7.3
Should Judges have been invited and confirmed their interest in judging the Opportunity the following will take place:
A).
For Judges invited to judge the first round of any Opportunity, Judges will be able to Judge Submissions from the moment they are submitted to the Opportunity until the end date of that round as specified by the Organiser;
B).
For Judges invited to judge all other rounds, Judges will be able to Judge the Submissions as soon as the result of the previous round is announced by the Organiser until the end date of that round as specified by the Organiser.
3.7.4
Organisers are responsible for confirming the selection at the end of all rounds of an Opportunity.
3.8
If for any reason You cannot comply with the actions set out in the Online Schedule as customised by You, You must update the Online Schedule, providing a revised deadline. You are entitled to update the Online Schedule up to a maximum of 3 occasions. If after 3 occasions you have not managed to comply with the actions in the most up to date Online Schedule We shall be entitled to remove the Opportunity from the Site and refund the Submission Fee to the relevant Creative Talent.
4. Price And Payment
4.1
Payments on Zealous are all transacted through third party payment service methods, such as Stripe, (collectively, “Payment Gateways”). When using a Payment Gateway, Users are bound by the applicable terms of use governing that specific Payment Gateways’ service.
4.2
Payment to Us shall be made in pounds sterling, being the lawful currency of the United Kingdom, to the Payment Gateway or bank account nominated in writing by Us to You from time to time and all fees are subject to VAT at the prevailing rate.
4.3
Zealous fees are set out in our price list in force at the time that we accept your Package Payment Form (“Price List”) (the “Zealous Fee”).
4.4
In addition to the Zealous Fee, we also charge subscription fees for each of the Packages which are also set out in our price list (“Subscription Fees”).
4.5
Subscription Fees shall be payable in advance on a monthly basis and cancellation of any Subscription Fees shall be subject to You submitting your online cancellation form to Us with cancellation having immediate effect from our receipt of Your cancellation. No fees shall be payable by you over and beyond the fees which are payable for the month in which you cancel the relevant Package.
4.6
For Submissions which attract a Submission Fee, the Zealous Fee and Payment Gateway Costs will be deducted from the Submission Fee prior to Us sending the Submission Fee to You.
4.7
Save for payments of the Subscription Fees which are charged and deducted on a monthly basis, payment shall be made in full for the Services prior to the commencement of the Services unless otherwise agreed in writing between You and Us;
4.8
Time for payment of any amounts by You to Us shall be of the essence.
4.9
The value of the Submission Fees are set by You as an Organiser of that Opportunity.
4.10
For Paid Submissions Organisers shall be responsible:
4.10.1
for setting the Submission Fee;
4.10.2
for including any relevant tax in the Submission Fee.
4.10.3
for, without prejudice to any applicable right to a refund on the Terms, communicating their refund policy with regards to payments made for their Opportunities to the Creative Talent.
4.11
Unless as otherwise agreed in writing, We will hold any payment received from Creative Talent submitting to an Organiser for a period of 5 business days (days other than Saturday, Sunday or public holidays in England on which banks in London are open for business, (“Business Days”)), after the closing of the relevant Opportunity.
4.12
Unless as otherwise agreed in writing,if the Opportunity is not cancelled within 5 Business Days after the closing of the relevant Opportunity, We will deduct the Zealous Fee from the Submission Fee and transfer the balance to the Organiser’s account within 3 Business Days.
4.13
If the Opportunity is cancelled by You within 5 Business Days after the closing of the relevant Opportunity we will refund the Submission Fee to the relevant Creative Talent in full.
4.14
In certain circumstances where payment has been made to You by Us during the period the Opportunity is open and You subsequently cancel the Opportunity, You, undertake to reimburse the Creative directly and in any event within 14 days of you cancelling the relevant Opportunity.
4.15
Payments to Zealous:
4.15.1
You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding of payment of any such amount in whole or in part. We may, without limiting Our other rights and remedies, set off any amount owing to Us by You against any amount payable by Us to You.
4.15.2
Upon receipt of written notice that You dispute Our Fees in accordance with clause 4.10.1 We will endeavour to resolve all matters in dispute as soon as is reasonably practicable, and in any event no later than 5 Business Days.
4.15.3
Our Fees comprise Submission Fees, Subscription Fees and/or Zealous Fees If You dispute Our Fees in good faith You shall contact Us to let Us know in writing within 48 hours after You have received the balance of the Submission Fee that You dispute it or within 48 hours of becoming aware of any such dispute.
4.16
We are not responsible for any time delay due to or caused by Payment Gateways or any bank transferring funds due to You under these Terms or otherwise.
5. Providing Services, Additional Charges And Suspension Of Services
5.1
Subject to these Terms, We shall supply the Services to You from the date for as long as you are registered on the Site.
5.2
We will make every effort to complete the Services on time. We warrant to You that the Services will be provided using reasonable care and skill.
5.3
We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between You and Us in writing to the Services. We will contact You to let You know in advance where this occurs, unless the problem is urgent or an emergency.
6. Cancellation – Consumers
6.1
If you are a consumer:
If You are acting as a consumer (which is defined in Regulation 4 of Consumer Contracts Regulations 2013 as ‘an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession’) (“Consumer”), You have certain additional rights that you should be aware of, as set out in this section.
6.2
If You are a Consumer and You have made payment of a Zealous Fee of £42 or more in respect of a Submission which does not attract a Submission Fee, You may be entitled to a refund of the Zealous Fee during the 14-day period after they have submitted Your Package Payment Form (“Cooling-Off Period”). However, once We have completed the Services You cannot change Your mind, even if the Cooling-Off Period is still running.
6.3
If You are a Consumer You are not entitled to a refund within the Cooling-Off Period if the Zealous Fee is less than £42.
6.4
For the avoidance of doubt, if You are a Consumer utilising the Services, the Services will be deemed to have been fully performed as soon as We accept Your Package Payment Form. This means that by sending Us Your Package Payment Form You accept that
We will provide the Services to You immediately and You agree to waive Your right to the Cooling-Off Period. You will be required to specifically confirm this when you send in your Submission.
6.5
To end the Contract, please let Us know as soon as possible as follows:
6.5.1
Email. Email us at [email protected]. Please provide your name, email address and details of your Zealous account
6.5.2
Online. Login and complete the cancellation form our our site,
6.5.3
By post to Zealous Solutions Ltd, No.6, 1 Stannary Street, SE11 4AD, London, U.K.
6.6
For ease, You may use the following wording and send it to us in writing or by email, but You are not obliged to use this exact wording and You may simply notify us of any such cancellation in writing:
Form of cancellation notice:
To: Zealous Solutions Ltd, No.6, 1 Stannary Street, SE11 4AD, London, U.K.
I/We [your name/s] hereby give notice that I/We cancel my/our Agreement with you for the provision of Services which were ordered by me/us on [date].
Name (s):
Address: Date:
Signature (s):
6.7
If the Creative Talent is a consumer:
If the Creative Talent is acting in the capacity of a Consumer they have certain additional rights that you should be aware of, as set out in this section.
6.8
If a Creative Talent is a Consumer and has made payment of a Submission Fee which is £42 or more, they may be entitled to a refund of the Submission Fee during the 14-day period after they have made a Submission (“Cooling-Off Period”). However, once we have completed the Services the Creative Talent cannot change their mind, even if the CoolingOff Period is still running.
6.9
Creative Talent who are Consumers are not entitled to a refund within the Cooling-Off Period if the Submission fee is less than £42.
6.10
For the avoidance of doubt, for Creative Talent utilising the Services, the Services will be deemed to have been fully performed as soon as they receive an email from Us acknowledging receipt of their Submission.
7. Cancellation Terms – Organisations
7.1
Where you are not acting as a consumer, once We have begun to provide the Services to You, We may cancel the Contract at any time by providing You with at least 30 calendar days’ notice in writing.
7.2
We may cancel the Contract at any time with immediate effect by giving You written notice if:
7.2.1
You are in breach of Our Terms of Use and Acceptable Use Policy.
7.2.2
You are in breach of contract in any other material way.
7.3
If the Opportunity is cancelled by Us in accordance with this clause 7, we will refund the Submission Fee to the relevant Creative Talent in full.
8. Your Obligations
8.1
You agree to:
8.1.1
provide true, accurate, current and complete information about yourself on the profile of you submit to our Site (“Profile”) and any Opportunities you create;
8.1.2
maintain and update your registration data from time to time to keep it true, accurate, current and complete;
8.1.3
obtain and maintain all necessary licences, permissions and consents for content you upload to Zealous, including but not restricted to your Profile, Opportunities and Submissions;
8.1.4
represent and warrant that You have the right to use, upload, publish and display any Content you submit (as defined in clause 9.1 below);
8.1.5
respect the Intellectual Property of others as we do and confirm your understanding that We reserve the right to delete or disable Content alleged to be an infringement of Intellectual Property (as defined in clause 9.3 below) and terminate your account if we deem it necessary;
8.1.6
at all times comply with the terms of use of the Site and you shall not for the avoidance of doubt, on or through the Site, distribute any advertising or promotional material for the solicitation for goods or services or investments or solicit on behalf of Yourself or a third party membership from our other users of any organisation whatsoever save for the Opportunities you create;
8.1.7
not use the Services for illegal purposes and you confirm that. Your use of the Services are subject to all applicable laws and regulations;
8.1.8
co-operate with Us in all matters relating to our Services;
8.1.9
shall provide Us with all such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects at the time and on an ongoing basis.
8.2
You shall be responsible for updating the Online Schedule and shall update the Online Schedule throughout the Opportunity and at the close of the Opportunity and furthermore shall keep Creative Talent regularly updated as and where appropriate.
8.3
We shall bear no responsibility to any party for the Organisation’s compliance with the Online Schedule at the end of the relevant Opportunity or at any point.
8.4
Should You not comply with the actions set out in the Online Schedule, unless we are informed in writing within 5 Business Days after the deadline for the relevant action, We reserve the right to contact Creative Talent to inform them that the Opportunity was not successfully closed.
8.5
Organisers are solely responsible in respect of:
A).
selecting a deadline for their Submissions;
B).
complying with the Online Schedule at all times;
C).
any prize or reward offered to Creative Talents;
D).
setting any Submission Fees for their Opportunities;
E).
making ;the selection for all rounds in respect of an Opportunity.
F).
keeping Creative Talent regularly updated of any changes to the Online Schedule and Rewards etc. where appropriate.
8.6
You are responsible for maintaining the confidentiality of your password for your account and are fully responsible for all activities that occur under your account. Zealous will not be liable for any loss, damage or other liability arising from your failure to comply with this clause 8.6 or from any unauthorized access to or use of your account.
8.7
Zealous reserves the right to suspend or terminate your account at our discretion and without notice should we have reasonable grounds that you have breached any clauses in 8.1 and 8.2.
8.8
We also reserve the right to suspend or end the Services at any time at our discretion and without notice if You cause Us legal liability, disrupt the Services or disrupt others’ use of the Services.
8.9
Should any dispute arise between two or more Organisers and/or users submitting Creative Talent as to ownership of their Zealous account, you agree that Zealous shall be the sole arbiter of such dispute in its sole discretion and that Zealous decision shall be final and binding for all parties.
9. Content
9.1
As an Organiser you may upload, submit, post or share on the Site images, video, text, music, sound, audio file or other content (“Content”) as part of your Portfolio.
9.2
Any Content uploaded to our Site by You will be considered non-confidential and nonproprietary.
9.3
For the purposes of these Terms, intellectual property includes: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in good will or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for a renewals or extension of such rights, and all similar or equivalent rights or forms of protection in any part of the world (“Intellectual Property”).
9.4
Subject to clause 9.5 below, You retain all of your ownership rights in Your Content. By using the Site you do not grant Zealous or any third parties including other Organisers any ownership to your Intellectual Property. You retain all copyright and ownership to your Intellectual Property.
9.5
You are however required to grant Us a limited licence to use, store and copy such Content and to distribute and make it available to third parties. By adding Content to the Site, whether by uploading, embedding, pasting or otherwise, You grant to Zealous a worldwide, non-exclusive, royalty free, transferrable right and licence to use, reproduce, distribute, display, transfer and form Your Content in connection with the Services, and to us the Content to promote You and the Services.
9.6
Creative Talent may also upload, submit, post or share Content on the Site.
9.7
Any Content uploaded to the Site by Creative Talent will be considered non-confidential and non-proprietary.
9.8
Subject to clause 9.9 below, Creative Talent retains all of their ownership rights in the Content. By using the Site Creative Talent does not grant Zealous or any third parties including Organisers any ownership to their Intellectual Property. Creative Talent retains all copyright and ownership to their Intellectual Property.
9.9
Creative Talent grants to Us a limited licence to use, store and copy such Content and to distribute and make it available to third parties including Organisers. By adding Content to the Site, whether by uploading, embedding, pasting or otherwise, Creative Talent grants to Zealous a worldwide, non-exclusive, royalty free, transferrable right and licence to use, reproduce, distribute, display, transfer and form the Content in connection with the Services, and to use the Content to promote the Creative Talent and the Services.
9.10
We do not review or screen any Content that a Creative Talent uploads, submits, posts, or shares on the Site, although We do reserve the right to do so. You understand that by using the Services You may be exposed to Content that You may find offensive, indecent or objectionable and that, in this respect, You use the Services at Your own risk.
9.11
We do not endorse any content or views expressed in any Content and We are not responsible or liable in any manner for any conduct by any Creative Talent or for any Content.
9.12
Whenever You upload Content to the Site or use a feature that allows You to make contact with other users of Our Site You must comply with the content standards set out in Our Acceptable Use Policy. You warrant that any such contribution does comply with those standards, and You will be liable to Us and indemnify Us for any breach of that warranty.
9.13
You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Services.
10. Your Personal Information
10.1
We will use the personal information You provide to Us to:
10.1.1
provide the Services in these Terms and Conditions;
10.1.2
process Your payment for the Services
10.2
use your personal data but only as set out in our Privacy Policy.
10.3
We will not give Your personal data to any third party, save as where required in connection with the Services and in line with our Privacy Policy. For the avoidance of doubt, this includes sharing your information with Creative Talent who have responded to your Opportunities. Data shared in this instance includes, but is not restricted to, Your contact details, profile information and any Content submitted in respect of any such Opportunity.
11. Our Liability To You
11.1
If we fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of our breaking the Contract or failing to use reasonable care and skill, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen.
11.2
We do not exclude or limit in any way Our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.
11.3
We give no warranty to You as to the availability of any Payment Gateways to which We provide links on the Site (including, without limitation, Stripe) or their suitability for payments for the Services purchased, and We disclaim any liability for any losses that You suffer as a result of or arising from using any such payment gateway.
11.4
Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12. Events Outside Our Control
12.1
Where You are not a consumer, We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
12.2
An Event Outside Our Control means any acts, events, omissions, or accidents outside Our reasonable control, including without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.
12.3
If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
12.3.1
We will contact You as soon as reasonably possible to notify You; and
12.3.2
Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to You, We will resume the Services as soon as reasonably possible after the Event Outside Our Control is over.
13. Information About Us And How To Contact Us
13.1
We are a company registered in England and Wales. Our company registration number is 07612253 and Our registered office is at No.6, 1 Stannary Street, SE11 4AD, London, U.K. Our registered VAT number is 225291128.
13.2
We greatly appreciate any feedback on Your use of the Services. Your feedback is important to us and will help us to identify improvements to our Services. If You have any questions or if You have any complaints, please contact Us. You can contact Us by telephoning Our customer service team at +44 (0) 20 8142 8874 or by e-mailing Us at [email protected].
13.3
In the unlikely event that You are unhappy with the Services:
13.3.1
please contact Us and tell Us as soon as reasonably possible;
13.3.2
We will do Our best to respond within 7 business days (days other than Saturday, Sunday or public holidays in England on which banks in London are open for business, (“Business Days”)) and We will use every effort to resolve the issue as soon as reasonably practicable.
13.4
If You wish to contact Us in writing, or if any clause in these Terms requires You to give Us notice in writing, You can send this to Us by e-mail, by hand, or by pre-paid post to Zealous Solutions Ltd, No.6, 1 Stannary Street, SE11 4AD, London, U.K. and/or [email protected]. We will confirm receipt of this by contacting You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You provide to Us in Your Application Form or Profile as appropriate.
14. Other Important Terms
14.1
We may transfer Our rights and obligations under these Terms to a third party, and We will always notify You in writing if this happens, but this will not affect Your rights or Our obligations under these Terms.
14.2
Subject to clause 14.1, this contract is between You and Us. No other person shall have any rights to enforce any of its terms.
14.3
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. If any invalid, unenforceable or illegal provision of these terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.4
If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
15. Dispute Resolution
15.1
Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. We hope that we would be able to resolve any complaint you may have internally. However, if you are not happy with how we have handled any complaint, we would seek to resolve this matter with you through an independent third party. Under current law we are obliged to provide you with details of an alternative dispute resolution provider. The provider that we would refer any matter to is CEDR whose details can be found at http://www.cedr.com/.
15.2
Online Dispute Resolution. If you enter into an online Contract with us, including an email Contract, you may wish to use the European Commission’s Online Dispute Resolution (ODR) platform to resolve any disputes that may arise between us. The ODR platform can be found at https://webgate.ec.europa.eu/odr/.
16. Governing Law
16.1
These Terms and any dispute or claim arising out of or in connection with our Contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17. Jurisdiction
17.1
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or our Contract its subject matter or formation (including non-contractual disputes or claims).
