These are the terms and conditions on which Zension will provide to customers the mobile  device subscription services listed on its website https://zaam.life/ (the “Terms”).  Customers are urged to read these Terms carefully before subscribing to the services. 

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in the United Arab  Emirates, when banks in Dubai are open for business. 

Contract: the contract between Zension and the Customer for the Services created in  accordance with, and containing, these Terms;  

Customer: the person or company that subscribes to the Services from Zension;

Customer Portal: the online e-commerce portal operated by Zension and available on the Zension website, where Customers will place orders for the Services;

Delivery Location: has the meaning given in 5.1;

Device: means the following mobile devices [ ];

Force Majeure Event: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar infection; (j) emergency state; (k) shortage of power or transportation facilities; and (l) other similar events beyond the reasonable control of the impacted party;

Make Whole Payment: has the meaning given in clause 3.3(b);

Residual Purchase Price: has the meaning given in clause 3.3(b), together with any administrative fee that may from time to time apply;

Services: the Customer’s subscription to rent a Device from Zension in accordance with  the order and Subscription Confirmation, including the option to return or purchase that  Device at the end of the subscription period, together with the provision by Zension of a device  protection solution for the Device (“TDP”) for repairs and replacements of the Device in  the event of damage, as further described in clauses 2.4 and 2.5;  

Subscription Fee: has the meaning given in clause 4.1;  

Subscription Confirmation: has the meaning given in clause 2.3; 

Subscription Term: has the meaning given in clause 3.1; and 

Zension: Zension Device Maintenance, a civil company registered in the United Arab  Emirates, under registration number 834398 whose registered office is at Office No. 16,  Single Business Tower, Business Bay, Dubai, United Arab Emirates.

2. Services

2.1 Zension shall provide the Services to Customers as specified in the Subscription  Confirmation.

2.2 The Customer is required to set up one or more accounts on the Customer Portal to subscribe to the Services. The Customer is responsible for ensuring that any information  provided on the Customer Portal, including contact and billing information, is accurate  and remains current. By placing an order on the Customer Portal, the Customer  warrants that they are: 

    1. legally capable of entering into binding contracts;
    2. intend to be bound by the terms and conditions, and to abide by them; and
    3. at least 18 years of age.  

2.3 The order on the Customer Portal constitutes an offer by the Customer to subscribe to  the Services, namely the subscription of a Device for a period of time selected by the  Customer, starting from as short a duration as one month to as long a duration as one  year. The subscription shall be deemed to be accepted only when Zension issues a  written acceptance of the subscription (“Subscription Confirmation”), at which point a Contract shall come into existence. Zension reserves the right to decline any offer by the  Customer for a subscription. 

2.4 Zension shall provide TDP services to the Customer such that, during the Subscription  Term, a Device falling into disrepair that meets the repair eligibility requirements, shall  be retrieved from the Customer and either (i) Zension will, pursuant to the terms of the  TDP, repair the defect or damage using new parts or parts that are equivalent to new in  performance, functionality and reliability or (ii) exchange the Device with a replacement  product that is new or equivalent to new in performance, specifications and reliability. The TDP is limited to two (2) repairs or one (1) replacement during the Subscription  Term, after which there is no further damage or disrepair protection under the TDP  unless the Customer agrees to the full cost of the repair or replacement and pays such amount in full. Each repair or replacement, including the two (2) repairs and one (1)  replacement covered under the TDP, will require the Customer to pay to Zension 10% of  the aggregate costs of the repair or replacement (the “Customer Contribution”). 

2.5 Under the TDP, all Customers who obtain, through their subscription to the Services, an Apple Macbook, Apple iPad or mobile phone of any make or model (a “Loaner-Eligible Device”) are entitled to the use of a loaner device during the period starting when the Loaner-Eligible Device is collected by Zension and ending when that Loaner-Eligible Device is repaired, or replaced, and returned to the Customer. The Customer is liable for any damage or disrepair to such loaner device during the period in which it is loaned to the Customer and, accordingly, will be liable to reimburse the full value of the loaner device to Zension in the event of such damage or disrepair.

2.6. The TDP service shall not apply to Devices which, after delivery to the Customer, have been repaired or altered by a third party not authorized by Zension (an "Unauthorized Third Party"), except by or under the direction of, Zension. Zension shall not be liable for any damage suffered by the Customer as a result of repairs or alterations by an Unauthorized Third Party, and the Customer acknowledges and agrees that any and all claims shall be made to the relevant third party.

2.7. In the event the Device, or any part thereof, in the course of repair by an Unauthorized Third Party, is replaced, the Customer shall be liable to pay to Zension the full Residual Purchase Price (as defined below) for the Device.

3. Term and Termination

3.1 The Services shall commence upon the delivery to the Device to the Customer and shall  continue for a period specified in the Subscription Confirmation (the “Subscription  Term”), unless terminated in terms of this clause 3.  

3.2 Upon expiry of the Subscription Term, the Customer may enter into a new Contract for  the same or a different Device, for the same or a different period in accordance with the  Subscription Confirmation relating to such new Contract. The offer to enter into a new  Contract does not constitute a binding offer and shall only be deemed to be accepted  upon the issuance of a new Subscription Confirmation, after which a new Contract  comes into effect. 

3.3 The Services may be terminated by:

    1. Zension where the Customer:      
      1. fails to pay the Subscription Fee on the due date for payment; or
      2. commits a material breach of these Terms and fails to remedy that breach within a period of 7 days after being notified in writing to do so.
    2. the Customer through the Customer Portal at least 7 days before the  Subscription Fee is due for collection. Cancellation or termination by the  Customer of the Services will require the Customer to either (i) return the  Device and pay to Zension the balance of the Subscription Fee due for all the  remainder of the Subscription Term, together with any Customer Contribution in  the event of damage or disrepair to the Device at the time of return, which  amount shall be accelerated and thus due and payable at the time of such  termination (the “Make Whole Payment”) or (ii) purchase the Device for the  consideration corresponding to the number of months of the Subscription Term that have lapsed (the “Residual Purchase Price”).  

3.4 The Customer may, during or at the expiry of the Subscription Term, elect to purchase  the Device from Zension at the Residual Purchase Price. The Residual Purchase Price  declines month to month over the course of the Subscription Term. Upon exercise of the  purchase option, the Customer shall pay the Residual Purchase Price for the Device to  Zension and Zension shall issue an invoice therefore. 

3.5 Upon termination of the Contract for any reason, the Customer shall pay the Make  Whole Payment for the Device to Zension and Zension will issue an invoice therefore. 

3.6 Termination or expiry of the Subscription Term, however arising, shall not affect any of  the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or  before the date of termination or expiry. 

3.7 Upon termination of the Subscription Term, should the Customer not return the Device  (including all accessories and materials that were provided with the primary hardware  device) to Zension within five (5) Business Days following termination, the Customer will remain liable to pay the Subscription Fee (as defined below) for each ensuing month  until the earlier of (i) the return of the Device by the Customer to Zension and (ii) expiry  of the Subscription Term. In the event the Customer does not return the Device upon the  expiry of the Subscription Term, the Customer will be deemed to have exercised the  purchase option, at which point the Residual Purchase Price, if any, will become payable to Zension. 

3.8 Before returning the Device to Zension, the Customer shall ensure that the SIM has been removed and that there is no data, media, files, applications, photos or any other content or information that the Customer has stored or saved on the Device (“Customer Content”), and, moreover, that access to no part of the Device’s functions or memory is restricted as a result of credentials, passwords or other security measures specific to, or implemented by, the Customer, and that the Device can be activated and used in totality without any de-activation, locking, the input of credentials or passwords, or other such restrictions being necessary. Should any returned Device not satisfy the foregone, the Customer will be liable to pay Zension the fair market value of the Device plus the applicable administration fee. The Customer Content cannot be restored or retrieved once the Device is returned to Zension, and the Customer agrees to hold Zension harmless for any lost, damaged or destroyed Customer Content following any return of a Device.

4. Subscription Fee

4.1 In consideration of the provision of the Services by Zension, the Customer shall pay a subscription fee to Zension monthly, in advance, on the same day of each month of the  Subscription Term (the “Subscription Fee”). The Subscription Fee for the Device shall  be set out in the Customer Portal.  

4.2 The Customer shall pay the Subscription Fee specified in the Subscription Confirmation by credit card or in any other manner agreed by Zension, through the  Customer Portal. Zension uses a third-party payment processor to process card  payments and does not store or process any card details on its own servers. 

4.3 The Customer may, during or at the expiry of any Subscription Term, upgrade to a  higher model Device subject to availability or otherwise add further Services, provided that any such upgrade  shall require a new Contract and a Subscription Term that is equal or longer in duration  than the Subscription Term for the Device that is being upgraded (or exchanged for a  higher or newer model Device). 

4.4 The Residual Purchase Price of each Device for which Services are available will be set  out on the Customer Portal or the Subscription Confirmation.

4.5 All rights of the Customer to upgrade a Device, enter into a new Contract, subscribe for additional Services or exercise the purchase option with respect to a Device is subject to product availability, and requires the  Customer to be in compliance with these Terms. 

4.6 All amounts payable with respect to the Services:

    1. shall be payable in Dirhams;
    2. are non-cancellable and non-refundable; and
    3. are [exclusive] of any applicable taxes (such as value added tax), which shall be added to Zension's invoice(s) at the appropriate rate.

4.7 Without prejudice to other remedies, Zension shall be entitled to suspend or terminate the supply of the Services in the event that:

    1. the Subscription Fee is not paid when it becomes due (whether in whole or in part);
    2. the Customer materially breaches these Terms;
    3. the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    4. a receiver, administrator, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

4.8 Zension shall be entitled, for each Device, to increase or decrease its Subscription Fee  at the start of each Contract upon notice to the Customer, which includes, at Zension’s  option, publication of the revised Subscription Fee on the Customer Portal.  

4.9 If the Customer defaults in payment of any Subscription Fee, the Customer shall be  required to indemnify Zension from and against all costs and disbursements incurred by  Zension in pursuing the debt, including legal costs and Zension’s collection agency  costs. 

5. Delivery

5.1 Zension shall deliver the Device to the location set out in the Subscription Confirmation or such other location as the parties may agree (the “Delivery Location”) at any time  after Zension notifies the Customer that the Device is ready for shipment. Zension  reserves the right to verify the identity of the recipient by examining his/her Emirates ID  and other Government issued documentation before completing delivery at the Delivery  Location. 

5.2 Delivery shall take place no later than 3 Business Days following the date of the  Subscription Confirmation and shall be deemed completed upon the delivery of the  Device at the Delivery Location. Zension shall not be liable for any delay in delivery of  the Device that is caused by a Force Majeure Event or the Customer's failure to provide  Zension with accurate and complete delivery instructions.

6. Remediation of Malfunctioning Devices

6.1 Where any Device that is delivered by Zension pursuant to a Contract shows symptoms of a hardware failure, preventing basic operability, upon its first use out of the box, Zension will retrieve and, at its option, repair or replace such Device without charge to the Customer, provided that the Customer brings any such non-conformance to Zension’s attention within twenty-four (24) hours of receipt of the Device from  Zension.

6.2 Zension shall not be liable for any remediation under 6.1 if:

    1. the Customer makes any further use of such Device after giving notice in accordance with clause 6.1
    2. the defect arises because the Customer failed to follow the manufacturer’s or  Zension’s instructions as to the storage, commissioning, installation, use and  maintenance of the Device or (if there are none) because the Device was not  used in the manner in which it was intended;  
    3. the Customer alters or repairs such Device without the written consent of  Zension; or  
    4. the defect arises as a result of reasonable wear and tear, willful damage,  negligence, or abnormal use, storage or working conditions. 

6.3 These Terms shall apply to any repaired or replacement Device supplied by Zension.

7. Limitation of liability

7.1 The restrictions on liability in this clause 7 apply to every liability arising under or in  connection with the Contract including liability in contract, tort (including negligence),  misrepresentation, restitution or otherwise. 

7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

    1. death or personal injury caused by negligence; and
    2. fraud or fraudulent misrepresentation.

7.3 Zension's total liability to the Customer for damage to property caused under this  Contract, or by the negligence of its employees, subcontracts and agents in connection  with this Contract, shall not exceed the amount actually paid by the Customer for the  Service.

7.4 Subject to clause 7.2, the following types of loss are wholly excluded:

    1. loss of anticipated savings;
    2. loss of use or corruption of software, data or information;
    3. loss of or damage to goodwill;
    4. damage to property as a result of using the Device in a manner or for a purpose that was not intended by its manufacturer;
    5. loss of opportunity or profits; and
    6. indirect or consequential loss.

7.5 This clause 7 shall survive termination of the Contract. 

8. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or  failure to perform, any of its obligations under the Contract if such delay or failure result  from a Force Majeure Event. In such circumstances, the affected party shall be entitled  to a reasonable extension of the time for performing such obligations. 

9. General

9.1 Assignment and other dealings.

    1. Zension may at any time assign, transfer, mortgage, charge, subcontract,  delegate, declare a trust over or deal in any other manner with all or any of its  rights or obligations under the Contract. 
    2. The Customer may not assign, transfer, mortgage, charge, subcontract,  delegate, declare a trust over or deal in any other manner with any or all of its  rights or obligations under the Contract without the prior written consent of  Zension.

9.2 Entire agreement.

    1. These Terms and any document expressly referred to in them constitute the  whole agreement between Zension and the Customer, and supersede all  previous discussions, correspondence, negotiations, previous arrangement,  understanding or agreement between us relating to the subject matter of any  Contract. 
    2. Each party acknowledges that, in entering into the Contract, neither party relies  on any representation or warranty (whether made innocently or negligently) that  is not set out in these Terms. 
    3. Nothing in this clause limits or excludes any liability for fraud.

9.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under the  Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall  it prevent or restrict the further exercise of that or any other right or remedy. No single or  partial exercise of such right or remedy shall prevent or restrict the further exercise of  that or any other right or remedy. 

9.4 Severance. If any of these Terms or any provisions of the Contract are determined by  any competent authority to be invalid, unlawful or unenforceable to any extent, such  term, condition or provision will to that extent be severed from the remaining terms,  conditions and provisions which will continue to be valid to the fullest extent permitted by  law. 

9.5 Notices.

    1. Any notice or other communication given to a party under or in connection with  these Terms shall be in writing and shall be:      
      1. delivered by hand or by pre-paid first-class post or other next working  day delivery service at its registered office (if a company) or its principal  place of business (in any other case); or 
      2. sent by email to info@myzension.com and info@zaam.life 
    2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9.6 Governing law. The Terms, any Contract, and any dispute or claim (including non contractual disputes or claims) arising out of or in connection with them or their subject  matter or formation, shall be governed by and construed in accordance with the laws of the Emirate of Dubai, United Arab Emirates.

 

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