CyberZero 999
1.1 "you, your or yourselves" — the person, firm or company who agrees to engage us to carry out the Service.
1.2 "Zepko, we, us, our or ourselves" — means Zepko Limited.
1.3 'Service' — the work which you agree to engage us to carry out in accordance with this Contract and under which Equipment may be provided which we are to supply under this Contract in accordance with the CyberZero-999 statement and scope of work for a maximum of 5 (five) working days.
1.4 "Equipment" — means any services, hardware and/or software products which we are to supply in accordance with these terms and conditions.
1.5 "System(s)" — means the systems and networks that we will be required to work on as part of the services pursuant to this Contract, together with any software, systems and networks linked to the same and data passing across or contained in the foregoing. For the avoidance of doubt, any such Systems may be owned by you or us or belong to a third party.
1.6 "Contract" — means the contract on the terms and conditions set out herein between the Parties.
1.7 "Parties" — means the parties entering into this Contract.
1.8 "Intellectual Property" — all and any patents, registered trademarks, registered property service marks, registered designs, applications for any of the foregoing, copyright, trade marks and names, confidential information, trade secrets, inventions, discoveries, improvements, processes and formulas (whether or not reproduced in writing and whether or not capable of registration), the legal equivalents throughout the world and the legal protection thereof.
1.9 'Statement of Work' — shall represent up to 5 working days to undertake any of the following tasks:
Incident Assessment
Malware Analysis
Reporting
2.1 All orders placed with us by you for Equipment or Services shall constitute an offer to us under these terms and conditions subject to availability of the Equipment and to acceptance of the order by us.
2.2 All orders are accepted and Equipment or Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by us or our authorised representatives.
2.3 It is agreed that these terms and conditions prevail over your terms and conditions of purchase unless the latter terms and conditions are amended and signed by ourselves.
3.1 With regard to any software supplied pursuant to this Agreement over which we or third parties hold title or other rights, we shall permit or procure for you (as the case may require) the right to use that software.
3.2 With regard to any software referred to in clause 3.1 above you undertake not to disclose or make available any part or parts to any third party without our prior consent.
3.3 Software shall be supplied on the terms of the applicable vendor's End User Licence Agreement ("EULA").
3.4 You agree to indemnify us in respect of any costs, charges or expenses incurred by us at the suit of any third-party owner of the software in respect of any breach by you of the terms of the licence agreement on which the software is supplied.
4.1 The fees and costs of the Equipment and Services shall be those quoted by ourselves as a part of this order process.
4.2 We reserve the right, by giving notice to you any time before delivery to increase the fees and/or costs of the Equipment or Services to reflect an increase in costs to us which are due to any factor beyond our control.
4.3 Should you not agree to the increased Fees and/or Costs proposed under Clause 4.2 you will have the right to cancel the contract provided we are notified by email within 3 days of us giving notice of the increased fees and/or costs.
4.4 The fees and costs are exclusive of any applicable value added tax which you shall be liable to pay to us.
5.1 Payment for our Services shall be made via one of our two authorised third-party payment providers:
Credit or Debit Card — Stripe
Card payments are processed securely by Stripe, Inc., a PCI-DSS Level 1 certified payment provider. Payment is collected in full at the time of purchase. By completing a card payment, you authorise Stripe to charge the applicable annual subscription fee to the card details provided. Zepko does not store or have access to your full card details at any time. Annual renewal charges will be applied automatically to the same card unless you cancel in accordance with clause 9.1. Stripe's own terms of service apply to the payment transaction and are available at stripe.com/gb/legal.
Direct Debit — GoCardless
Direct Debit payments are processed by GoCardless Ltd, authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 (FCA registration number 597190). By completing the GoCardless hosted authorisation flow, you set up a Direct Debit mandate that authorises Zepko to collect the applicable annual subscription fee from your nominated UK bank account. Your first payment will be collected within 3 working days of mandate authorisation. Subsequent annual payments will be collected automatically on the same date each year. You will receive advance notice of each collection in accordance with the Direct Debit Guarantee. The Direct Debit Guarantee protects you in the event that a payment is taken in error; contact your bank to claim an immediate refund. GoCardless's own terms of service apply to the Direct Debit mandate and are available at gocardless.com/legal.
5.2 You will be issued a notice of payment via our third-party provider at which time our representative shall contact you to begin the Service on-boarding process. You shall nominate up to 3 (three) people within your organisation who we will accept as authorised representatives that can contact us during the Contract period to initiate the Service.
5.3 Each accepted order is subject to a 14 day activation period. This means you cannot use the service within the initial 14 days. Your annual coverage will therefore begin 1 day after the activation period.
5.4 Customer has the right to cancel the order and request a full refund up until the date of the service becoming live. This is one day before the 14 (fourteen) day activation period elapses, after which no refunds will be issued.
6.1 The Intellectual Property in any proposal to undertake a Service remains our exclusive property at all times.
6.2 All Intellectual Property in respect of the Equipment remains the absolute right of the Equipment manufacturer and any usage rights will be set out in the manufacturer terms, conditions and EULA.
6.3 We cannot transfer or otherwise give licence over any Intellectual Property rights in respect of Equipment that is manufactured by third parties over and above that which is set out in the respective manufacturer's own terms and EULA. You agree to indemnify us against any infringement of any manufacturer or third party rights by yourselves.
6.4 All Intellectual Property arising during the Project will remain our property and in our absolute ownership until we have received payment in full of the Fees and Costs and all other amounts owed by you to us plus VAT thereon in full. Any intellectual property which arises during the course of the work carried out by us but which is incidental to the Service itself in that it does not form part of the work and service for which you have engaged us will remain our exclusive property.
6.5 Where any information or software has been supplied by you then you warrant that the use of that software for the purpose of the Service will not infringe the rights of any third party. You agree to indemnify us in full and keep us indemnified against any liability arising in respect of any such infringement.
6.6 Our fees and costs for the Service are agreed on the understanding that no part of the work provided to you shall be used except for the purpose specified.
7.1 We will endeavour to ensure that you have the benefit of any guarantee or warranty in respect of any Equipment which may have been given to us by the manufacturer or third party.
7.2 You are responsible for instructing yourselves on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with.
7.3 We will provide the Services remotely with reasonable due care and skill in accordance with the CyberZero-999 statement and scope of work. Any additional work requested outside of this scope will be subject to a separate Contract and charges at the prevailing rate(s).
7.4 We will provide the CyberZero-999 Service to you once within any annual term; any additional requests for service will be charged separately and in addition and agreement with you and at the prevailing professional services rate(s).
7.5 You will only be permitted to upgrade from Essential to Professional once, at our sole discretion, that the current cyber incident has been fully concluded. This may or may not include any additional professional services required and agreed to by you to resolve the cyber incident.
7.6 Under exceptional circumstances there may be a delay in providing service to you.
8.1 Subject as expressly provided in these Conditions, and except where the Equipment are sold to a person dealing as consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Save in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation (unless fraudulent), implied warranty, condition or term, or any duty under common law or under the terms of the Contract or any direct or indirect special or consequential loss or damage (whether loss of profit revenue, contracts, production, operation time, your data, use of software or corruption of data or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether or not caused by our negligence, our employees, agents or otherwise) which arise out of or in connection with the supply of the Equipment or the Service and our entire liability under or in connection with the Contract shall not exceed the aggregate fees of the Equipment and Service.
8.2 Without limiting the generality of the foregoing, we shall not be liable to you in respect of any act or omission of the manufacturer of the Equipment or of any third party.
8.3 We shall not be liable to you or to be deemed to be in breach of the Contract by reason of any delay in performing any or any failure to perform any of our obligations in relation to the Equipment or Service, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: an Act of God, explosions, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental or local authority, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of us or any third party).
9.1 Subject to you not actively utilising the service during the term, this annual Contract will automatically renew at the prevailing rate for the service unless you inform us to cancel within 90 days of the renewal date (date of previous purchase order).
10.1 Any notice required or given by another party to the other under these conditions shall be sent via email addressed to the primary contact of the other party.
10.2 No waiver by us of any breach of this Agreement by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
10.3 If any provision of these conditions is held to be invalid, illegal or unenforceable, in whole or in part, such provision shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected.
10.4 This Agreement is not assignable by you without our written consent.
10.5 This Agreement shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.