These terms and conditions (the Terms) govern access to and use of GapZero, the skills intelligence service at [gapzero.com] and its related apps and APIs (the Service), provided by [GapZero Ltd], a company registered in England and Wales under company number [00000000], whose registered office is at [registered address] (GapZero, we, us).
Please read them carefully. By creating an account, starting a trial, or using the Service, you agree to these Terms on behalf of the organisation you represent.
1. Definitions
- Customer or you: the business or organisation that registers for the Service. The individual who registers confirms they have authority to bind it.
- Owner: a user who manages the Customer's organisation in the Service, including its members, departments, skills, audits and subscription.
- Authorised User: an employee, worker or contractor of the Customer whom the Customer invites to use the Service.
- Customer Data: any data, including personal data, entered into the Service by or for the Customer or its Authorised Users, such as names, email addresses, departments, skills and proficiency ratings.
- Plan: the subscription tier chosen by the Customer (for example Free, Starter, Growth, Scale or Enterprise), each with its own seat limit and features.
- Seat: one member of the Customer's organisation counted towards the Plan's limit.
2. The Service
2.1 GapZero helps organisations understand the skills of their people. It lets Authorised Users record their skills and proficiency, and gives Owners reports such as skill coverage by department, skill gaps, single points of failure and suggested training.
2.2 The Service is a business tool. It is not intended for consumers, and you confirm you are using it for the purposes of your trade, business or profession.
2.3 We may improve, change or withdraw features from time to time. We will not make a change that materially reduces the core functionality of a paid Plan during a subscription period without giving you at least 30 days' notice.
3. Accounts and Authorised Users
3.1 You must give accurate registration details and keep them up to date. Each Authorised User must have their own login; logins must not be shared.
3.2 You are responsible for everything done through your organisation's accounts, for choosing whom to invite, and for removing access when someone leaves.
3.3 Tell us straight away at [support@gapzero.com] if you suspect any unauthorised access to your accounts.
3.4 Authorised Users use the Service under the Customer's account. Their use is governed by these Terms, and the Customer is responsible for their compliance.
4. Plans, trials and fees
4.1 Free Plan. The Free Plan is provided without charge, up to its seat limit, and may be changed or withdrawn on 30 days' notice.
4.2 Trials. We may offer a free trial of a paid Plan for a limited period (currently 14 days). No payment card is needed. When a trial ends without a paid subscription, the organisation moves to the Free Plan; your data is kept, but features and seats are limited to the Free Plan.
4.3 Paid Plans. Paid Plans are billed in advance, monthly or annually, at the prices shown when you subscribe. Subscriptions renew automatically for the same period unless cancelled before the renewal date.
4.4 Seats. Each Plan has a seat limit. If your organisation reaches it, you will not be able to add members until you upgrade or remove members. Existing members are not removed if you move to a smaller Plan.
4.5 Payment. Payments are processed by our payment provider, Stripe. You authorise us to charge your chosen payment method for all fees due. Fees are exclusive of VAT and other applicable taxes, which you must pay in addition.
4.6 Price changes. We may change our prices by giving at least 30 days' notice. The new price applies from your next renewal; if you do not agree, you may cancel before it takes effect.
4.7 Late payment. If a payment fails and is not resolved within 14 days of our notice, we may move your organisation to the Free Plan or suspend paid features until it is paid.
4.8 Refunds. Fees are non-refundable except where required by law or stated otherwise in these Terms.
4.9 Enterprise. Enterprise Plans are agreed in a separate order form. If an order form conflicts with these Terms, the order form prevails.
5. Customer Data
5.1 You own your Customer Data. You grant us a non-exclusive licence to host, copy, process and display it only as needed to provide, secure and support the Service, and as otherwise instructed by you.
5.2 You are responsible for the accuracy and lawfulness of Customer Data, and for having a lawful basis to collect and use it, including the personal data of your Authorised Users.
5.3 You must tell your Authorised Users how their information will be used in the Service, in particular that Owners can see their skills and proficiency ratings and reports built from them.
5.4 You can export or delete Customer Data while your account is active, or ask us to do so. See section 12 for what happens on termination.
6. Data protection
6.1 For personal data in Customer Data, you are the controller and we are your processor. Our Data Processing Addendum (DPA), available on request from [legal@gapzero.com], forms part of these Terms and sets out how we process that data on your behalf, in line with the UK GDPR, the EU GDPR where it applies, and the Data Protection Act 2018.
6.2 For personal data we use to run our own business, such as account, billing and support contact details, we are the controller. Our Privacy Notice explains how we handle it.
7. Acceptable use
You must not, and must ensure your Authorised Users do not:
- use the Service unlawfully, or to discriminate against, harass or harm any person;
- upload anything that infringes another person's rights, or that contains malware;
- try to access accounts, organisations or data that are not yours, or test, scan or probe the Service's security without our written permission;
- overload or disrupt the Service, or get around its usage limits, seat limits or security measures;
- copy, resell, frame or reverse-engineer the Service, except to the extent the law allows; or
- use the Service to build a competing product.
8. Reports and suggestions
8.1 Reports, gap analysis, single points of failure and training suggestions are generated from the information entered into the Service, much of which is self-assessed. They are indicative decision-support tools, not professional, HR or legal advice.
8.2 You are responsible for any decision you make about any person, including decisions on recruitment, training, performance, pay or employment. Such decisions should not be based solely on the Service's output, and should involve human judgement.
9. Intellectual property
9.1 We and our licensors own all rights in the Service, including its software, design and documentation. Apart from the right to use the Service under these Terms, no rights are granted to you.
9.2 If you send us suggestions or feedback, we may use them freely and without obligation to you.
10. Confidentiality
Each party will keep the other's confidential information confidential, and use it only to perform or receive the Service. This does not apply to information that is public through no fault of the recipient, that the recipient already lawfully had or independently developed, or that must be disclosed by law.
11. Availability, support and security
11.1 We aim to keep the Service available at all times, but do not guarantee uninterrupted access. We may carry out maintenance, and will try to do so with minimal disruption. Service levels apply only where agreed in an Enterprise order form.
11.2 Support is provided by email at [support@gapzero.com] during UK business hours.
11.3 We use appropriate technical and organisational measures to protect the Service and Customer Data, as described in the DPA.
11.4 We may suspend access, with notice where reasonably possible, if needed to deal with a security threat, a serious breach of these Terms, or a legal requirement.
12. Term and termination
12.1 These Terms apply from when you first accept them until your account is closed.
12.2 You may cancel a paid subscription at any time from the billing page. It will stay active until the end of the current billing period and will not renew. You may close your account by contacting us.
12.3 Either party may terminate immediately by written notice if the other materially breaches these Terms and does not fix the breach within 30 days of being asked to, or becomes insolvent.
12.4 On closure, you may ask us for an export of your Customer Data within 30 days. After that period we will delete Customer Data, except where we must keep it by law, and except for copies in backups, which are deleted on their normal cycle of up to [35] days.
12.5 Sections 5, 8, 9, 10, 13, 14 and 16 survive termination.
13. Liability
13.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
13.2 Except as set out in these Terms, the Service is provided "as is", and all warranties, conditions and terms implied by law are excluded to the fullest extent permitted.
13.3 Neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
13.4 Each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of the fees paid by the Customer in that period and £[100].
13.5 The limits in 13.3 and 13.4 do not apply to the Customer's obligation to pay fees, or to either party's liability under section 14.
14. Indemnity
You will indemnify us against claims by third parties, including your Authorised Users, arising from Customer Data or from your use of the Service in breach of these Terms or the law, provided we promptly notify you of the claim and let you control its defence.
15. Changes to these Terms
We may update these Terms from time to time. We will give at least 30 days' notice of material changes by email or in the Service. If you continue to use the Service after a change takes effect, the updated Terms apply. If you do not agree, you may close your account before then. The date of the current version is shown at the top of this page.
16. General
16.1 Notices. We send notices to the email address of the Customer's Owner. You can send notices to [legal@gapzero.com].
16.2 Assignment. You may not transfer your rights under these Terms without our consent. We may transfer them to a successor of our business, and will tell you if we do.
16.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
16.4 Entire agreement. These Terms, the DPA and any order form are the whole agreement between us about the Service, and replace any earlier discussions.
16.5 Third parties. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
16.6 Severance and waiver. If any provision is found unenforceable, the rest remain in force. A delay in enforcing a right is not a waiver of it.
16.7 Governing law. These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
17. Contact
[GapZero Ltd], [registered address]. Email: [support@gapzero.com].