1. About these terms
These terms of business (“Terms”) apply to all services provided by ZO SWITCH LTD (“ZoSwitch”, “we”, “us”), registered in England & Wales (company number 16308659), registered office Unit 5, Amberley Way, Hounslow, England, TW4 6BX, to our clients (“you”).
They apply together with the proposal, quotation or statement of work we agree with you (“Proposal”). If there is any conflict, the Proposal takes priority.
These Terms are intended for business customers. They do not apply to consumers.
2. Proposals and acceptance
Each engagement starts with a Proposal setting out the scope, deliverables, timescales and fees. A contract is formed when you accept the Proposal in writing (including by email) or ask us to start work.
Proposals are valid for 30 days unless stated otherwise.
3. Our services
We will provide the services described in the Proposal with reasonable skill and care, using appropriately experienced people.
Timescales are estimates. We will keep you informed of progress and let you know promptly about anything that could affect delivery.
4. Your responsibilities
To help us deliver successfully, you agree to:
- provide accurate information, access to systems and timely decisions and feedback;
- make sure you have the right to share any data, content or materials you provide to us;
- nominate a main contact with authority to make decisions;
- keep your own backups of business-critical data before any migration or change.
Delays caused by late information, access or approvals may affect timescales and fees.
5. Changes to scope
If you would like to change the scope of work, we will agree any impact on timescales and fees with you in writing before making the change.
6. Fees and payment
Our fees are set out in the Proposal. Unless stated otherwise, fees are exclusive of VAT, which will be added where applicable.
Invoices are payable within the period stated on the invoice. If payment is late, we may pause work and charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Any expenses will be agreed with you in advance.
7. Third-party software and licences
Some solutions use third-party platforms, such as Zoho. Your use of these platforms is governed by the provider’s own terms, and subscription fees are payable as set out by that provider or in the Proposal.
We are not responsible for outages, changes or issues caused by third-party providers, but we will help you resolve them where we can.
8. Intellectual property
Once you have paid in full, you will own the intellectual property in deliverables created specifically for you, unless the Proposal says otherwise.
We retain ownership of our pre-existing materials, tools, methods and know-how, and grant you a non-exclusive licence to use any of them included in your deliverables for your business.
We may refer to you as a client and describe the work in general terms, unless you ask us not to.
9. Confidentiality
Both parties will keep confidential information received from the other confidential and use it only for the purposes of the engagement. This does not apply to information that is already public or must be disclosed by law. We are happy to sign a separate non-disclosure agreement if you prefer.
10. Data protection
Where we process personal data on your behalf, we act as your data processor and will do so in line with UK data protection law and your documented instructions. A Data Processing Agreement is available on request. Our own use of personal data is explained in our Privacy Policy.
11. Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
Subject to this, we are not liable for any loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss.
Our total liability under or in connection with each engagement is limited to the fees paid by you for that engagement in the 12 months before the claim arose.
12. Ending an engagement
Either party may end an engagement by giving 30 days’ written notice, unless the Proposal says otherwise. Either party may end it immediately if the other commits a serious breach that is not put right within 14 days of notice, or becomes insolvent.
You will pay for work completed up to the date of termination.
13. Events outside our control
Neither party is liable for delays or failures caused by events beyond its reasonable control.
14. General
These Terms and the Proposal form the entire agreement between us for each engagement. If any part is found to be unenforceable, the rest remains in force. We may update these Terms from time to time; the version in force when you accept a Proposal will apply to that engagement.
15. Governing law
These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
16. Contact us
ZO SWITCH LTD
Unit 5, Amberley Way, Hounslow, England, TW4 6BX
Email: info@zoswitch.com