Read this document carefully. It is a contract (the "Contract") between you (hereinafter referred to as "You" or “Your”) and Ziptech Services Limited (hereinafter referred to as “Ziptech") for the purchase of products (including hardware), services and the Monthly Subscription Services (as defined by clause 3.2) (hereinafter referred to as the "Goods") as specified in the Ziptech solution proposal and/or the Ziptech quote (hereinafter referred to as the “Ziptech Proposal/Quote”). The Ziptech Proposal/Quote forms part of this Contract.
1. General Provisions
1.1 For the purposes of this Contract, 'Monthly Subscription Services' may consist of one or more mandatory or optional service packages, including but not limited to Core Support, Essential Cyber Security, Premium Cyber Security, and the Mandatory Secure Tech Stack, as defined in the applicable Ziptech Proposal/Quote. Ziptech may from time-to-time restructure, re-bundle, or repackage its services provided that the overall commercial intent remains substantially equivalent and subject always to the notice provisions of this Contract. Such restructuring shall not require execution of a new agreement where the overall services provided are not materially reduced.
1.2 All fees quoted in the Ziptech Proposal/Quote are exclusive of VAT which will be chargeable in accordance with legislation current at the date of supply.
1.3 Payment of accounts must be effected according to the terms set out in the Ziptech Proposal/Quote. Failure to effect payment when due will result in suspension of delivery of the Goods without prejudice to any other remedy which Ziptech may have.
1.4 You grant Ziptech the right to process credit/debit card payments automatically as and when they become due.
1.5 Ziptech shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at an interest rate payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1988, as modified from time to time. In the event that Your procedures require that an invoice be submitted against a purchase order to payment, You shall be responsible for issuing such purchase order before the services are rendered.
1.6 If during the Initial Term or any Renewal Term (as defined in clause 3.3(a)) there is an increase in the Consumer Price Index as published by the National Office for Statistics, Ziptech may increase Your fees by the same percentage as the increase in the Consumer Price Index once during any 12 month period, and Ziptech must give You at least thirty days advance written notice of the increase.
2. Warranty Provisions
2.1 Ziptech warrants that the Goods will perform substantially in accordance with the published specification.
2.2 If the Goods fail to perform as promised in this Contract, Your sole and exclusive remedy shall be the return of fees paid for use of the Goods during the period for which the Goods failed to perform as promised.
2.3 Notwithstanding the foregoing, if any failure of the Goods has resulted from abuse, misapplication, or unauthorized use, the limited warranty provided by this Contract is and shall be void.
2.4 To the maximum extent permitted by applicable law You acknowledge that Ziptech’s obligations and liabilities in respect of the Goods are exhaustively defined in this Contract. You agree that the express obligations and warranties made by Ziptech in this Contract are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Contract including (without limitation) as to the condition, quality, performance, or fitness for the purpose of the Goods or any part of it.
2.5 You are responsible for the consequences of any use of the Goods. Ziptech will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and however caused, whether arising under Contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if Ziptech has been advised of their possibility.
2.6 Ziptech accepts liability to the extent it results from the negligence of Ziptech and its employees for:
2.6.1 Death or injury without limit; and
2.6.2 Physical damage to or loss of Your tangible property up to the amount of the fees in respect of each incident or series of connected incidents.
2.7 In all other cases not falling within clause 2.6 Ziptech total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Contract or based on any claim for indemnity or contribution will not exceed the fees.
2.8 You agree that, except as expressly provided in this clause 2 Ziptech will not be under any liability of any kind whatsoever and however caused arising directly or indirectly in connection with this Contract. You will indemnify Ziptech in respect of any third party claim for any injury, loss, damage or expenses occasioned by or arising directly or indirectly from Your possession, operation, use or modification of the Goods except and in so far as Ziptech is liable as expressly provided in this Contract.
2.9 You acknowledge and agree that the allocation of risk contained in this clause 2 is reflected in the fees paid for the Goods and is also recognition of the fact that inter alia it is not within Ziptech control how and for what purpose the results of the Goods are used by You.
2.10 Without prejudice to the generality of the other provisions in this clause 2, You acknowledge and agree that if You chose to share the Goods (in particular but without limitation the contents of any reports or other advice provided to You by Ziptech), no third party shall be entitled to use, copy and rely on the content of the reports or other advice or to rely on Ziptech’s skill and judgement as set out therein and You will indemnify Ziptech in respect of any third party claim for any injury, loss, damage or expenses occasioned by or arising directly or indirectly from such use, copying or reliance.
3. Term
3.1 Monthly Subscription Services may include mandatory services and technical standards. Continued provision of services is conditional upon the Client maintaining compliance with Ziptech’s minimum supported technical and security standards, including the Mandatory Secure Tech Stack. Ziptech may update its minimum supported technical and security standards, including the Mandatory Secure Tech Stack, from time to time to reflect changes in technology, security risk, or regulatory guidance, provided that reasonable notice is given to the Client.
3.2 Ziptech agrees to provide You with a regular on-going monthly service as defined on the Ziptech Proposal/Quote ("Monthly Subscription Services"). Monthly Subscription Services may on occasion be used in conjunction with software ("Product") provided by Ziptech. Under the terms of this Contract, in consideration of the fees you pay to Ziptech in accordance with this clause 3, You may use the Product only in conjunction with the Monthly Subscription Services. At no time and under no circumstances do You acquire an ownership interest in the Product.
3.3(a) When You agree to the terms of this Contract, subject to the provisions for earlier termination in clause 3.4 below, the Contract shall commence on the date the Ziptech Proposal/Quote is signed and shall continue for the period of 12 months or longer if stated (the “Initial Term”), unless otherwise terminated in accordance with this Contract. Upon the expiry of the Initial Term, the Contract shall automatically renew for subsequent 12 month periods thereafter (each a “Renewal Term”), unless either party notifies the other in writing at least 3 full calendar months prior to the end of the Initial Term or any Renewal Term.
3.3(b) The full monthly fees for the Monthly Subscription Services, as referred to in clause 3.8, will be invoiced for the month or part thereof in which the Monthly Subscription Services are activated and for the month or part thereof in which the Monthly Subscription Services are terminated. You agree that, save for Payment with Order invoices, which are payable by BACS on presentation, payment of all other invoices will be collected by Direct Debit and You agree to put the necessary instructions in place with Your payment service provider for Ziptech to collect such payments via Direct Debit.
3.4 The Monthly Subscription Services shall terminate immediately upon the earlier to occur of the following:
(i) 30 days after You have failed to pay any fees due under clause 3 on their due date; or
(ii) if You become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with Your creditors, have an administrator, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt; or
(iii) Zitptech terminating this Contract by giving You 3 months’ written notice.
3.5 Following termination of Your license for whatever reason You will destroy the Product together with all copies in any form, including copies on Your hard and backup disks.
3.6 You agree to contract for the provision of the Monthly Subscription Services for as laid out in clause 3.2. If You terminate Your contract with Ziptech prior to the expiry of a twelve-month period, otherwise than by reason of any breach of this Contract on the part of Ziptech, then:
3.6.1 You will be liable to make a one-off payment for the length of time remaining under the Contract calculated on the banding rate applicable to Your highest rate of usage of the Monthly Subscription Services.
3.6.2 You must settle all outstanding invoices before any site documentation can be handed over or the off-boarding work can commence.
3.6.3 You will be charged for the off-boarding project (the scope of which to be agreed by both parties) at Ziptech’s prevailing full hourly rates.
3.7 In the event that the client wishes to cancel the contract on the basis that Ziptech has breached the terms of the Contract You must inform Ziptech in writing within 5 working days of becoming aware of any breach. Ziptech will then have 30 working days from receipt of such written notice to check whether a breach has occurred, and the Contract will continue in force during these 30 days. If the breach is confirmed, then the Contract shall terminate at the end of the 30-day period. If there has been no breach the Contract will continue in force as if no notice has been served.
3.8 The fees You pay for the Monthly Subscription Services will be the fees shown within the relevant banding rate applicable from time to time and stipulated on Ziptech’s prevailing price list. The banding will be determined by the total number of devices/services of the device/service types You have agreed to bring under support and are connected/applicable to Your system and not any subset of that number. You acknowledge that:
3.8.1 The fees shown within the relevant banding rate is subject to change.
3.8.2 Any device connected to Your network will be automatically brought under support and billed accordingly.
3.9 You are responsible for:
3.9.1 Ensuring that all applications and operating systems are either the current or previous version and keeping safe any related media (CD/DVD).
3.9.2 Keeping safe for auditing purposes details of all licences covering Microsoft and/or any other supplier software used by You.
3.9.3 Keeping all computers covered by the Monthly Subscription Services under the sole control of Ziptech for the purposes of updates, upgrades, installations, and configuration changes. Any breach of these conditions will be considered as a termination of the Contract by You. The provisions of clause 3.6 will apply.
3.9.4 Informing Ziptech of any changes to and/or additions/removals of the devices/services under support subject to the terms of this Contract.
3.9.5 Verifying invoices raised by Ziptech and emailed to You. Any invoice not disputed in writing within 20 days from invoice date will be deemed as accepted by You.
3.9.6 The Client acknowledges that Ziptech’s ability to deliver services, including compliance with data protection and cyber security obligations, is dependent on adherence to the Mandatory Secure Tech Stack. Failure to comply may result in limitation, suspension, or termination of services.
4. 3rd Party Services Provided by Ziptech
4.1 3rd party services specifications are as per the specifications published by the 3rd party service provider and as stated in Ziptech Proposal/Quote.
4.2 3rd party services are subject to the 3rd party services provider terms and conditions in addition to the terms and conditions stated in this Contract. Ziptech reserves the right to change the monthly subscription fees for the 3rd party services with 1 month’s notice in line with any 3rd party services provider licensing rules and/or price changes.
4.3 3rd party services are billed in advance for any services active at the start of the billing period and in arears for the previous billing period for any changes to the 3rd party services and for the usage-based services.
4.4 3rd party services may have a minimum term and may require a service termination notice.
5. Hardware included in Managed Services provided by Ziptech
5.1 The specification and configuration of the hardware included in any Ziptech managed services is as stated in Ziptech Proposal/Quote. The minimum term applicable to such hardware is 12 months from the installation date of the hardware with automatic renewal and termination terms as stated in this Contract. Additionally, the hardware shall at all-time remain the property of Ziptech Services. You shall be responsible for any damages caused to the hardware and You shall be required to maintain appropriate levels of insurance to cover Your liability under this Contract. The cost of the hardware and/or repair work resulting from improper use of the hardware will be billed to You. Ziptech reserves the right to change the monthly subscription fees applicable to such hardware with 1 month’s notice in line with any 3rd party licensing rules and/or price changes.
6. IT Backup and Recovery Services
6.1 The terms set out in clause 6 shall apply specifically to any IT Backup and Recovered services provided as part of the Monthly Subscription Services.
6.2 Your obligations:
6.2.1 provide Ziptech with such information and materials as Ziptech may reasonably require in order to supply the IT backup and recovery services, and ensure that such information is accurate in all material respects;
6.2.2 inform Ziptech of any changes to the structure, data, installation of any applications, or any additional hardware that may need to be backed up;
6.2.3 inform Ziptech if backup of mobile devices or workstations is required;
6.2.4 acknowledge and agree that the property in the ZipSafe Local Vault shall, at all times during the term of this Contract, remain Ziptech’s property and nothing in this Contract shall be deemed to transfer property of the ZipSafe Local Vault to You;
6.2.5 be responsible for keeping the ZipSafe Local Vault safe and kept under suitable conditions in accordance with Ziptech’s instructions given to you in writing from time to time;
6.2.6 check Your monthly invoice for backup usage and contact Ziptech support if You believe there have been any unexpected charge;
6.2.7 in the event You are using cloud-based applications (Software-as-a-Service apps) other than those stated in the IT backup and Recovery Policy, You shall ensure that the applications are backed up by the application vendor;
6.2.8 ensure data held in any backups complies with Your obligation under any applicable data protection legislation;
6.2.9 You shall inform Ziptech by email ([email protected]) of any requests to change the backup. If You do not receive an email with a ticket number confirming receipt of Your email to [email protected], it will be deemed that Ziptech has not received Your email;
6.3 Ziptech’s backups are billed in increments of 500Gb blocks
determined by what data is selected on the 1st of each month. There is no limit to Your backup size. Ziptech will email a report at 8am every Monday, detailing the data selected for ZipSafe backup to the individuals named in its IT Backup and Recovery Policy. Any work Ziptech may carry out on a backup service or method other than the Monthly Subscription Services set out in this Contract shall be chargeable to You at the prevailing rates Ziptech may communicate to You from time to time and Ziptech shall use its best endeavours to carry out this work to completion.
6.4 Any request for modifying the implemented backup setup (e.g. frequency, what is to be included or excluded from the regular backup, recovery priority, etc.) must be logged as a support ticket by an authorised member of Your staff as stated in IT Backup and Recovery Policy.
6.5 Cyber security services are designed to reduce risk but do not eliminate all risk. Forensic investigation, extended remediation, and recovery services are excluded unless expressly stated in the Proposal/Quote and may otherwise be provided on a time and materials basis.
6.6 Any security assessments, certifications, vulnerability testing, penetration testing, or compliance-related services provided by Ziptech (including CE or CE+) constitute point-in-time assessments only. Such services do not constitute a warranty, guarantee, or assurance that security incidents, vulnerabilities, or breaches will not occur.
7 Ziptech’s data processing of Your personal data
7.1 Ziptech will process Your company information and the necessary contact details of Your employees in order to deliver and fulfil its contractual obligations. No special category data is processed. Ziptech may also have admin access Your email accounts but such processing will only take place where necessary as part of Ziptech’s services provision. All personal data is held securely, confidentially and in compliance with data protection legislation. For further information please see Ziptech’s Privacy Policy https://www.ziptechservices.co.uk/privacy/
7.2 All services involving the processing of personal data are provided strictly in Ziptech’s capacity as a data processor. Nothing in this Contract or any service package alters the controller/processor roles defined in the Data Processing Addendum.
8. Ziptech’s responsibility in relation to a breach of Ziptech’s systems
In the event of a security breach affecting Ziptech’s systems and Your personal data (“Personal Data Breach”), Ziptech will ensure the following:
8.1 Ziptech will notify You without undue delay on becoming aware of a Personal Data Breach or any accidental, unauthorised, or unlawful processing of client personal data
8.2 Ziptech will provide You with a description of the nature of the breach including approximate number of data subjects/data records concerned, the likely consequences and the measures Ziptech have taken and propose to take in relation to the breach.
8.3 Ziptech will co-ordinate with You further if required to investigate the matter further.
8.4 Ziptech will, if deemed necessary, report to the ICO within 72 hours, and notify the individuals concerned if required.
9. Ziptech’s and Your responsibility in relation to a breach of Your systems
9.1 You shall at all times remain responsible for the data on Your IT systems, and Your own data protection compliance.
9.2 In the event of a security breach affecting Your IT systems (“Client Personal Data Breach”), Ziptech shall:
9.2.1 inform You as soon as possible after becoming aware of a Client Personal Data Breach; and
9.2.3 provide You with detailed information about the incident set out in Client Data Breach Incident Report. This will include remediation steps and follow up actions for You as recommended by Ziptech.
9.3 You shall at all times remain responsible for Your data protection compliance, including ensuring You have the necessary data protection documents in place and that Your staff are sufficiently trained. You shall be responsible for taking any follow-up actions following any security breach. This includes reporting to the ICO and the affected data subjects if required.
9.4 Ziptech shall have no responsibility and shall not be liable to You in relation to any actions taken by You following Ziptech’s recommendations, or any failure by You to follow such recommendations.
9.5 Where the Client elects not to take Essential Cyber Security and/or permits access to its systems by contractors, third parties, or users operating from unmanaged, non-Ziptech-controlled devices (including web-only or virtual desktop access), or signs a cyber risk or contractor access waiver, Ziptech shall have no responsibility for cyber security outcomes or recovery beyond the scope of services expressly contracted.
10. Intellectual Property
10.1 Ziptech retains ownership of all tools, templates, code, models, training materials, and frameworks developed before or during this Agreement that are used across clients (“Ziptech IP”).
10.2 You will own the deliverables that are created just for you and clearly listed as “Client-Owned Deliverables” in the Proposal. Ownership passes to you once payment is made in full.
10.3 All other deliverables contain Ziptech IP. Ziptech gives you a permanent licence to use those for your own internal business purposes.
10.4 You can use and adapt deliverables internally, but you must not sell, share, or reuse Ziptech’s tools or content outside your business without written permission.
11. Non-Solicitation
11.1 You shall not, for the duration of the Contract and for a period of twelve months following termination, directly or indirectly induce or attempt to induce any employee of Ziptech who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with the Contract to leave the employment of Ziptech.
12. Assignment
12.1 You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with any of our rights or obligations under the Contract. Such consent not to be unreasonably withheld or delayed.
13. Severance
13.1 If any provision of this Contract is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received by Ziptech from any competent authority then that provision shall be limited or eliminated to the minimum extent necessary so the Contract shall otherwise remain in full force and effect and enforceable.
14. Governing Law
14.1 The Contract between Ziptech and You shall be governed by and constructed in accordance with English Law.
15. Entire and Final Agreement
15.1 This Contract shall constitute the entire agreement and understanding between the parties with respect to all matters, which are referred to and shall supersede any previous agreement(s) between the parties in relation to the matters referred to in this Contract.
16. Force Majeure
16.1 Neither party shall be liable for any failure or delay in performance of this Contract, which is caused by circumstances beyond the reasonable control of that party.
17. Supervening illegality and severance
17.1 Any provision of this Contract which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Contract, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.