Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of the website and services provided by Zafrax Limited ("Company", "we", "our", "us"), a company registered in England and Wales with company number 08742591.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Definitions

• "Client" means the individual or organisation engaging our services
• "Services" means IT support, software development, consultancy, and related services provided by us
• "Agreement" means the service agreement between us and the Client, including these Terms
• "Deliverables" means any software, documentation, or other materials produced as part of the Services
• "Confidential Information" means any non-public information disclosed by either party

3. Services

3.1 Service Description

We provide IT support, software development, IT consultancy, cloud solutions, cyber security, and network solutions as described on our website and in individual service agreements.

3.2 Service Agreements

Specific services are governed by individual service agreements, proposals, or statements of work which supplement these Terms. In case of conflict, the specific service agreement shall prevail.

3.3 Service Levels

Response times and service levels are as specified in the applicable service agreement. Our standard SLAs are outlined on our website and may be modified by written agreement.

4. Client Obligations

The Client agrees to:

• Provide accurate and complete information as required for service delivery
• Grant necessary access to systems, premises, and personnel
• Maintain appropriate backups of data before we perform any work
• Ensure they have appropriate licences for third-party software
• Notify us promptly of any issues or concerns
• Pay invoices in accordance with the agreed payment terms
• Comply with all applicable laws and regulations

5. Payment Terms

5.1 Fees

Fees for services are as specified in the applicable quotation, proposal, or service agreement. All fees are quoted exclusive of VAT unless otherwise stated.

5.2 Invoicing

For ongoing services, we invoice monthly in advance on the 1st of each month. For project work, invoicing terms are specified in the project agreement.

5.3 Payment

Payment is due within 14 days of invoice date unless otherwise agreed in writing. We accept payment by BACS, Direct Debit, or major credit/debit cards.

5.4 Late Payment

We reserve the right to charge interest on overdue amounts at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend services if payment is more than 30 days overdue.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains ownership of any intellectual property that existed prior to the engagement.

6.2 Custom Software

Unless otherwise agreed in writing, intellectual property rights in custom software developed for a Client shall transfer to the Client upon full payment. We retain the right to use general knowledge, skills, and experience gained during the project.

6.3 Third-Party Software

Where services involve third-party software, the Client's use is subject to the relevant third-party licence terms.

7. Confidentiality

7.1 Obligation

Both parties agree to keep confidential any Confidential Information received from the other party and to use it only for the purposes of the Agreement.

7.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed by the receiving party
• Is required to be disclosed by law or regulatory authority

8. Data Protection

Both parties shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Where we process personal data on behalf of the Client, we shall do so only in accordance with the Client's documented instructions and our Privacy Policy.

9. Limitation of Liability

9.1 Exclusions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other matter which cannot be excluded by law

9.2 Limitations

Subject to clause 9.1:

• We shall not be liable for any indirect, consequential, special, or incidental losses
• We shall not be liable for loss of profits, revenue, business, data, or anticipated savings
• Our total liability for any claim shall not exceed the greater of: (a) the fees paid by the Client in the 12 months preceding the claim, or (b) £50,000

9.3 Client Responsibility

The Client acknowledges responsibility for maintaining backups of their data and systems. We shall not be liable for data loss where the Client has failed to maintain adequate backups.

10. Indemnification

The Client agrees to indemnify and hold us harmless from any claims, losses, or damages arising from:

• The Client's breach of these Terms
• The Client's violation of applicable laws
• Claims by third parties relating to the Client's use of the Services
• The Client's failure to obtain necessary software licences

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you use our website or services. Individual service agreements specify their own term and renewal provisions.

11.2 Termination for Convenience

For ongoing services, either party may terminate with 30 days' written notice, unless otherwise specified in the service agreement.

11.3 Termination for Cause

Either party may terminate immediately if the other party:

• Commits a material breach and fails to remedy it within 14 days of written notice
• Becomes insolvent, enters administration, or ceases trading
• Is unable to pay debts as they fall due

11.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• Each party shall return or destroy the other's Confidential Information
• We shall provide reasonable assistance in transitioning services to a successor provider
• Clauses intended to survive termination shall continue in effect

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, pandemics, power failures, or internet outages.

13. Dispute Resolution

13.1 Negotiation

The parties shall attempt to resolve any dispute through good faith negotiation.

13.2 Mediation

If negotiation fails, either party may propose mediation through an agreed mediator or the Centre for Effective Dispute Resolution (CEDR).

13.3 Jurisdiction

These Terms are governed by English law. The courts of England and Wales shall have exclusive jurisdiction over any disputes.

14. Website Use

14.1 Acceptable Use

You agree not to use our website in any way that:

• Violates any applicable law or regulation
• Infringes any intellectual property rights
• Transmits malware or harmful code
• Attempts to gain unauthorised access to our systems
• Interferes with the proper functioning of the website

14.2 Accuracy

While we endeavour to ensure our website content is accurate, we do not warrant its completeness or accuracy. Content is for general information only and does not constitute advice.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable service agreement, constitute the entire agreement between the parties regarding the subject matter.

15.2 Amendments

We may update these Terms from time to time. Changes will be posted on this page. Continued use of our services after changes constitutes acceptance.

15.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force.

15.4 Waiver

Failure to enforce any right or provision shall not constitute a waiver of that right.

15.5 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights to any successor or affiliated company.

15.6 Third Party Rights

These Terms do not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

16. Contact

For questions about these Terms, contact us at:

• Email: legal@zafrax.co.uk
• Post: Zafrax Limited, The Hive, Lever Street, Manchester, M1 1FN
• Phone: 0161 504 7890