ZeroxTech Terms And Conditions
1) The terms of this agreement (the “Terms and Conditions”) will apply and govern all contracts whereby Limited, incorporated in England and London with a company number +442084723078 (“ZeroxTech”), undertakes to supply the Goods and / or Services for You (“Client”) and will prevail over any conditions entered by the client, regardless of whether they are mentioned in the order of the client or in correspondence and in other places, or are implied in accordance with the usual trade practices or business relations. Any intended provisions that are contrary to the terms of these Terms and Conditions are hereby excluded or canceled. No changes to these terms and conditions will take effect unless they have been previously agreed in writing between the two parties. These Terms and Conditions include the ZeroxTech data processing terms.
2) ZeroxTech provides the Customer with Goods and Services in accordance with these Conditions and taking into account the timely payment of costs that may occur in accordance with these Conditions.
3) A customer can find out about products and services by filling out an inquiry form on the ZeroxTech website, by sending an email to ZeroxTech or by calling ZeroxTech. When ZeroxTech receives a client request, ZeroxTech will respond to temporarily notify the client whether ZeroxTech can provide the goods and services that are required by the client. This is not an offer of goods or services that can be accepted by the customer, and ZeroxTech considers it a marketing material.
4) Based on the information provided by the client and any survey, ZeroxTech will issue a formal offer to the client. To continue, the customer must submit a written order within 10 working days indicating the necessary goods and / or services and the number of the offer issued by ZeroxTech (“Customer’s Order”). By completing and submitting a client's order, the client confirms that the client understands, accepts and agrees to abide by these Terms.
5) The provision by the client of the Client’s Order will only mean an offer that ZeroxTech can accept at its discretion.
6) In accordance with clause 7), if ZeroxTech wishes to accept a Sales Order, ZeroxTech must confirm acceptance in the booking form, and only after ZeroxTech has responded by sending a booking form to the client, a binding agreement will be concluded between ZeroxTech and the customer.
7) In accordance with clause 34), ZeroxTech may from time to time provide the Customer with Products or Services without providing a Booking Form, where ZeroxTech confirmed in writing, including by e-mail, to the customer’s representative that he would fulfill the Customer’s Order and confirmed the price for such an Order customer For the purposes of these Terms and Conditions, such confirmation is considered a booking form. Under such circumstances, it is considered that the client has:
- agreed to the conditions set out in the confirmation of ZeroxTech;
- I agree with these Terms;
- agreed to the conditions of data processing ZeroxTech
- agreed that the client representative is duly authorized to enter into an agreement with ZeroxTech.
8) Security and data protection: the client should be solely responsible for ensuring that all data that the client considers important or critical for his operations are reserved and that recovery procedures are sufficient to restore this data in the event of their loss or damage. The client must do this before ZeroxTech starts working on their computer system or prior to starting any other activity.
9) The client must allow ZeroxTech to access its premises, any equipment (including but not limited to its servers, computer systems, peripherals, or other equipment), data (including but not limited to any backup data) and documentation (including but not limited to , any original software installation). materials) for the provision of goods and / or services. The customer must always cooperate with ZeroxTech so that ZeroxTech or its authorized agents can provide the Products and / or Services.
10) The client must take all reasonable precautions to ensure the safety and health of ZeroxTech personnel and its authorized agents while at the client’s premises.
13) ZeroxTech does not guarantee that any product does not contain minor errors that do not significantly affect performance. Such errors should not be corrected, and ZeroxTech will not be obliged to correct them, unless there is a prior written agreement to the contrary.
14) Products are not sold on a trial basis. Product returns are at ZeroxTech’s sole discretion. ZeroxTech will not accept the return of an open software package if it is not defective. After removing the seal, the client accepts the license between the client and the manufacturer.
15) Software licenses cannot be exchanged, returned or returned.
16) The risk in any product that the customer returns to ZeroxTech remains with the customer.
17) Before returning any product or related equipment to ZeroxTech, the customer is responsible for backing up, storing or otherwise ensuring the security of any data. ZeroxTech is not responsible for the loss or damage of any data.
18) ZeroxTech provides, at its discretion, proprietary hardware and system software, unless otherwise specified by the client and agreed with ZeroxTech.
19) ZeroxTech does not provide the customer with any guarantees regarding the product or services that ZeroxTech acquires from another supplier or supplier for resale to the customer. The customer is solely responsible for securing warranty claims against the manufacturer, supplier or other supplier. ZeroxTech may, at its discretion, assist in handling such claims, but is not required to do so.
20) All warranties are provided by the manufacturer, the seller or another supplier, unless otherwise specified, and are provided on a return basis.
21) ZeroxTech will conduct any “Return to Base” procedure at its current hourly rates. Customer agrees that software vendors may change and update their packages to correct errors or update their prices on an ongoing basis, and agrees to accept and comply with such changes.
22) ZeroxTech does not guarantee the operation of any software installed by it, is not responsible for any errors that occur in any software provided by a third party, and is not responsible for any open source software or software elements. While ZeroxTech will seek to resolve problems indicated by the supplier, such services should be paid at the then hourly rate of ZeroxTech.
23) The Client acknowledges that he does not acquire ownership of any software provided to him in accordance with the agreements subject to these Terms and Conditions, and that all such software must be supplied on a licensed basis. ZeroxTech makes no guarantees that it can correct or correct any errors that may occur in the client’s systems, arising in hardware, software or in any other way.
24) Maintain protection. The client is responsible for maintaining the effectiveness of any software supplied by ZeroxTech by purchasing from the original developer of such database files, patches for programmers or other versions that may be available from time to time. , ZeroxTech may require the customer to update any critical corrections required during any period of time that he can specify, and the customer must be liable for any loss or damage that may occur due to its inconsistency. While ZeroxTech will take reasonable precautions to avoid disrupting the client’s performance, ZeroxTech is not responsible for any errors in third-party software and/or for any malfunction, loss or damage that such software may cause.
25) Changes: If changes in product specifications significantly change the price or compliance with the intended purpose of any products, ZeroxTech and the customer must agree on such changes in writing or agree on the supply of alternative products. Changes in product specifications should not be grounds for canceling an Order if ZeroxTech and the customer have not agreed in writing.
26) Delivery: if it is not specified, otherwise delivery is carried out at the address specified in the Booking Form. In cases where ZeroxTech tried to physically deliver the products, but the customer either cannot or does not want to accept such delivery, the customer will be charged for unsuccessful delivery in addition to all subsequent attempts. If the customer cannot accept delivery, the new date is set by mutual agreement of the parties. If the customer does not wish to accept the delivery, the parties should strive to change the contract depending on the circumstances by mutual agreement, or ZeroxTech can immediately terminate the contract, and unless ZeroxTech decides otherwise, will be responsible for all reasonable expenses incurred by ZeroxTech.
27) The client does not allow any party to make any changes or modifications to any of its software or hardware, except those changes or modifications that have been authorized and notified in writing to ZeroxTech. If such changes or modifications are made without such permission and notification, ZeroxTech reserves the right to revise these Terms and Conditions, amend any agreement and make the appropriate changes. The client must make regular backups of data in such a way as to minimize any potential data loss and ensure its availability to ZeroxTech as needed.
28) The client acknowledges that ZeroxTech has the right to disclose to relevant authorities any data or information that it may discover, that it considers illegal and that ZeroxTech requires such rights in order to allow it to comply with UK law.
29) Confidentiality: The client is solely responsible for complying with all applicable civil liberties and data protection laws when using the software provided by ZeroxTech. ZeroxTech makes no guarantees that any such software must guarantee any form of compliance, or that the use of such software by the client must comply with such laws. In addition, the customer is solely responsible for complying with any confidentiality, data protection or confidentiality obligations that he could assume under any contract or agreement with third parties.
30) ZeroxTech records all calls in accordance with data protection laws. By agreeing to these Terms and Conditions, the client confirms that it has obtained the necessary permissions from its employees, and ZeroxTech can process any other third parties that are protected by data.
31) The Parties agree that the client is a Controller and that ZeroxTech is a Processor for the processing of any Protected Data in accordance with these Terms. The client must always comply with all data protection laws related to the processing of protected data. The Customer must ensure that all instructions given to them by ZeroxTech in relation to the Protected Data (including, but not limited to, these Terms) are always in compliance with data protection laws. ZeroxTech processes the Protected data in accordance with the obligations imposed on it in accordance with data protection laws and the terms of these Terms.
32) The client reimburses and maintains ZeroxTech’s reimbursement for all losses, claims, damages, liabilities, fines, penalties, interest, fines, costs, expenses, expenses, compensations paid to data subjects, claims and legal and other professional expenses (calculated on the basis of full compensation, and in each case, regardless of whether it is the result of any investigation or imposed by the supervisor, resulting from or in connection with any violation by the client of his obligations under the law in data protection.
33) Upon completion of the provision of the Services related to the processing of the Protected data, at the expense of the client and at the client’s choice, ZeroxTech must either return all the Protected data to the client, or safely dispose of the Protected data (and then immediately delete all existing copies), except when any applicable law permits ZeroxTech to store such Protected data. This clause 33) remains in force after termination or expiration of these Terms.
34) Payment: in accordance with clause 35) the price of the Services and any related Products must be agreed in the Booking Form. Payment of all such fees is made in the time specified in the Booking Form. Unless otherwise indicated, prices quoted in any offer do not include VAT and shipping costs. Payment for the Goods occurs on the day of delivery of these Goods or completion of works, unless the loan funds have been approved in writing or unless otherwise indicated in the Booking Form. Time is of the essence with regard to the client’s obligations regarding the payment terms of ZeroxTech. In case of late payment, interest is calculated at the base rate of Barclays Bank plc plus two percent. We reserve the right to suspend all services in the accounts of customers who are overdue for payment. Payment time must be the essence of these Terms.
35) ZeroxTech may from time to time set and change credit limits and payment terms and has the right to refuse all deliveries of Goods and Services without any liability to the customer if the customer exceeds this credit limit or payment terms.
36) If contract execution is suspended on request or delayed due to non-fulfillment of obligations by the client, including (without limitation), but without prejudice to the generality of the above, incomplete or incorrect instructions or refusal to accept delivery of the Goods or Service within 14 days, ZeroxTech has the right to pay at the current rates for services already completed, delivered or ordered Goods and any other additional expenses incurred in this way, and the client must pay such amounts when receiving the invoice whether in accordance with the agreed to the terms of the loan.
37) After-hours service: the client agrees that, unless otherwise indicated on the Booking Form, unless a fee is agreed for the provision of the Services after hours in the UK (from 09:00 to 17:00), this fee is indicated in the question. about providing ZeroxTech with available staff to service requests after hours. The client agrees that he pays for any staff time actually spent by providing after-hour service at current ZeroxTech hourly rates.
38) Additional costs: if ZeroxTech, which is not included in the scope of the Services, the client provides any services, agrees that ZeroxTech has the right to charge the client for all the time spent on providing such services at his current hourly rates. Invoices for such time will be issued monthly with arrears and, unless ZeroxTech decides otherwise, must be paid within thirty days.
39) Changes: If a customer wishes to change any details of the specifications of the Goods or Services, he must notify ZeroxTech in writing as soon as possible. ZeroxTech undertakes to make all reasonable efforts to make any necessary changes, and any additional expenses incurred in this way will be billed to the client separately. If, due to circumstances beyond the control of the client, ZeroxTech must make any changes to the agreements concerning the provision of the Goods and / or Services, it must immediately notify the client. ZeroxTech will try to keep such changes to a minimum and will try to offer the customer an arrangement as close as possible to the original arrangements, as far as possible in the circumstances.
40) Delivery: ZeroxTech undertakes to make every reasonable effort to comply with any day or date of dispatch or delivery of the Goods, as well as to provide the Services. Unless otherwise specified in the Booking Form, such dates are only pending statements and are not mandatory. If ZeroxTech, using its reasonable efforts, does not send or deliver the Goods, or delivers or terminates the Services by such date or dates, regardless of whether it is mandatory or not, such a refusal does not violate the contract. The client has no right to consider the contract terminated or terminate it or any other subsidiary contract in whole or in part, as well as to demand compensation for such a refusal or for any resulting loss or damage. With the exception of the obligations associated with customer payment, the time should not be significant for agreements concluded in accordance with these Terms and Conditions, and the delivery date of the Goods or the execution of actions mentioned in any offer or confirmation of orders is only approximate. Delivery may be made in whole or in part at the discretion of ZeroxTech, and, if the Goods are delivered by installments, invoices must be paid separately and treated as separate contracts. If in the case of a contract or an order related to more than one delivery, the default payment should be defaulted, ZeroxTech has the right to suspend any further deliveries or actions pending payment, or terminate the agreement in full. The shipping cost will be charged for all shipments and door to door only. ZeroxTech engineering staff at our then current rates will meet any further requirements.
41) Provision of services. The Client agrees that ZeroxTech may from time to time designate Authorized Agents to fulfill some or all of its obligations in accordance with the terms of the agreements concluded in accordance with these Terms. The Client agrees that the Services are provided by Authorized Agents in this way, and agrees to provide such cooperation and assistance to such Authorized Agents as are necessary for these parties to provide the Services in this manner, as well as to comply with any instructions issued by Authorized Agents such as if such instructions came directly from ZeroxTech. ZeroxTech may transfer all or any part of the Services provided to third parties. The client may not transfer any or all of his rights or obligations to third parties without the prior written consent of ZeroxTech.
42) Intellectual property: all intellectual property rights (including, but not limited to, copyrights) inherent in all material created and / or provided to ZeroxTech client, either in the form of pre-contractual documentation, site documentation or in the form of text, images, research or stored Electronic codes for manipulating, transmitting and presenting information remain the property of ZeroxTech. ZeroxTech reserves the right, through separate negotiations and after full payment, to transfer, transfer or license the copyright (or any other intellectual property) to the client.
43) Title to the goods. No title to the goods must pass to the customer until full payment of all amounts due or owed by ZeroxTech, whether by contract or otherwise. Before making such a payment, the customer must store the goods in such a way as to clearly indicate that they are the property of ZeroxTech.
44) Risk: Without prejudice to clause 43), the risk and ownership of the Goods are transferred upon delivery of the Goods to the client’s territory. If the material is transmitted electronically, it is considered that the risk passed to the client, and at the time of the transfer - not after receipt.
45) Validity: unless otherwise specified in the Booking Form and subject to clause 47), the agreement between ZeroxTech and the client enters into force from the date the Services start (or the delivery of the Goods), unless otherwise specified in the Booking Form and is valid for 12 -monthly period (“Initial Term”), after which the agreement is automatically extended for an additional 12-month period (each such period is the “Renewal Period”) at the end of the Initial Period and at the end of each Renewal. Period to termination in accordance with the terms of these Terms.
46) Termination: Unless otherwise indicated on the Booking Form, either party may terminate the agreement governed by these Terms by giving the other party written notice at least three months before the expiration of the Initial Term or the current renewal period; such notification shall result in termination of the relevant agreement at the end of the initial period or the current current extension period. 47) In accordance with the terms of paragraph 46), any of the parties may terminate the agreement entered into in accordance with these Conditions immediately, on the grounds that the other party (a) substantially or permanently violates any of its obligations in accordance with these Conditions and does not managed to eliminate such a violation within 30 days of receipt of a written notice from the affected party requiring it, (b) if the other party cannot pay its debts when they are due (within the meaning of Insolvency (123) Act 1986), becomes insolvent, obeys an order or decree on its liquidation, administration, liquidation or dissolution (otherwise than for the purpose of combining or reconstructing a solvent), or has an administrative or other recipient, or similar official assigned to all or any substantial part of its assets, or entering into any formulations or agreements with its creditors as a whole, or is subject to any similar event or legal proceeding in l fight applicable jurisdiction, in the case of termination pursuant to paragraph
47) ZeroxTech reserves any amounts already paid to it by the client, without prejudice to any other rights that any of the parties may have, whether by law or otherwise, and the client must immediately pay all amounts due to him.
48) Reimbursement: the client will reimburse and protect ZeroxTech, its authorized agents, employees, contractors and agents for any damage or loss incurred or incurred as a result of the client’s refusal to obtain any necessary license or consent to enter any premises. or suffered as a result of the fact that any relevant premises were unsafe or unsuitable, or as a result of any damage to ZeroxTech equipment caused by the client or its systems, or as a result of the client’s failure to comply with any conditions imposed by any other party (including avoidance of any doubts in the violation by the client of any intellectual property of third parties).
49) Liability: to the maximum extent permitted by law, neither ZeroxTech nor any of its Authorized Agents shall under any circumstances be liable for any breach of any of these Terms or any breach of any implied warranty, condition or other condition by it. agreements, or any negligent or innocent misrepresentation of the facts, or any negligence or other obligation under common law in respect of any indirect or indirect loss, damage, expense or injury of any kind. ZeroxTech is also not responsible for any loss or damage resulting from loss of profits, loss of savings, loss of business opportunities, loss or damage to data, interruption of activities, loss of income, loss of goodwill or any particular form of damage, whether direct, indirect or otherwise, and whether any of the parties to this agreement foresaw the possibility of such loss or damage.
50) In accordance with clause 49) and to the maximum extent permitted by law, the total aggregate liability of ZeroxTech to the client in relation to this agreement and all other agreements concluded between the two parties shall not exceed the total amount paid by the client for ZeroxTech for 12 months, preceding the relevant claim.
51) The Parties acknowledge and agree that the restrictions contained in these Terms and Conditions are reasonable under all circumstances. Restrictions apply cumulatively and apply regardless of the form of the claim, whether in accordance with the law, contract or tort, including negligence or any other form of action.
52) Nothing in these Terms and Conditions is intended or to exclude or limit ZeroxTech’s liability for death or personal injury caused by ZeroxTech negligence or fraud or fraudulent misrepresentation of facts by ZeroxTech.
53) No request. In order to protect the legitimate business interests of ZeroxTech, for a Limited Period, the customer does not have to, without the prior written consent of ZeroxTech, directly or indirectly, either by itself or through its affiliate, its agent or in any other way. or with its affiliate, its agent or otherwise, either for its own benefit or for the benefit of any other person:
but. extort, induce or induce or attempt to extort, lure or induce any Restricted Person for the purpose of hiring or attracting a Restricted Person, or
- hire or hire, or offer to hire or hire a limited person.
54) In the event of a violation of clause 53), the client must pay ZeroxTech at the expense of damages for an amount equivalent to the higher of 80% of the annual salary of the Restricted person or the amount equivalent to the value. Service for 6 months.
55) The provisions of clause 54) shall not prejudice the ability of ZeroxTech to claim damages or to require an injunction.
56) Force majeure: ZeroxTech is not liable to the client for any loss or damage that may be incurred by the client due to the delay in delivery of goods, materials or failure to perform or the inadmissibility of default under the contract. , circumstances or events beyond the control of ZeroxTech, including but not limited to:
(a) natural disaster or rebellion, strike, lockout, trade dispute, act of terrorism, violation of labor relations, restriction or prohibition of overtime work, accident, fire, flood or storm, or increase in expenses; or
(b) The client’s failure to provide adequate instructions or to provide the necessary information in a timely manner or
(c) The inability of any third party to fulfill its part of the work or otherwise fulfill its obligations when necessary.
57) Claims: All claims for materials, goods or non-performance of the contract must be made in writing and received by ZeroxTech no later than fourteen (14) days from the date of delivery to the client, to the client’s premises or the client’s vehicle, or in the case of electronic transmission, date of transfer. The parties to this agreement specifically exclude the rights of any third parties to make any claims in accordance with its terms in accordance with the Law on Contracts (Rights of Third Parties) or otherwise.
58) Complete agreement. These terms and form of booking represent the entire agreement between them and supersede all previous agreements, agreements and arrangements between them, either in written or oral form, regarding its subject matter.
59) Each party acknowledges that it has not entered into these Terms, the Terms and Conditions of the Booking Form, relying on them, and has no means of protection with respect to any statement or warranty that is not expressly stated in these Terms and Conditions of Booking. Form, except in cases of fraudulent misrepresentation. None of the parties can make claims regarding innocent or negligent misrepresentation of information based on any statement in the Terms and the Booking Form.
60) Failure. Any waiver of ZeroxTech from any violation of any of the terms of these Terms is valid only if it is given in writing.
61) Exit: ZeroxTech and the client consider these Terms to be reasonable. If any provision is found to be contrary to the current legislation, this provision will be separated from the rest, and the rest will act in full force and action.
62) Notifications. Any notice under this Agreement shall be deemed duly sent if it is sent out by a prepaid first-class mail, fax or email to the interested party at the address indicated.
63) Law: all contracts to which these Terms apply shall be governed by and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
Definitions: In this agreement, the following terms have the following meanings:
- Authorized Agent - a third party appointed by ZeroxTech who will fulfil ZeroxTech’s obligations under this agreement instead of ZeroxTech.
- Booking Form means the form called “Booking Form”, which appears directly above these Terms.
- The controller, the data subject, the personal data, the processor and the processing must have the appropriate meanings, from time to time in the applicable data protection laws (and the relevant expressions, including process, processing, processing and processes, should be interpreted accordingly) and the international organization and the violation of personal data has the corresponding values given to them in the GDPR;
- Data protection laws mean as binding on either of the parties or on the Services: ¥ Directive 95/46 / EC (Data Protection Directive) and / or the Data Protection Act 1998 or GDPR; ¥ any laws that enforce any such laws; and ¥ any laws that supersede, expand, re-create, consolidate, or change any of the foregoing;
- GDPR means General Data Protection Statement (EC) 2016/679.
- Goods means the goods and/or materials specified in the Booking Form, as well as any other goods or materials that may be provided by ZeroxTech to the Client during the provision of the Services.
- Protected data - Personal data received from or on behalf of the client in connection with the fulfilment of ZeroxTech's obligations in accordance with the Terms.
- Relevant Period means the term of this agreement or any previous ZeroxTech commitments made by a client within the last 12 months.
- Limited period means the term of this agreement and a period of six months after its termination, expiration or termination.
- Limited person means a. any person working, employed, employed or employed by ZeroxTech as an employee, contractor, subcontractor, agent, employee, officer or authorized agent at any time during the Relevant Period and who has or had contacts or relationships with a customer; or b. any person hired, hired, used or hired by ZeroxTech as an employee, contractor, subcontractor, agent, employee, an official or authorized agent at any time during the Relevant period regarding the provision of the Services, and who has or had contact or relationship with the client.
- Return to Base means that the customer is responsible for the return of the relevant ZeroxTech Products or his Assigned Agent to allow this party to try to repair these Products from its own premises.
- Services - services provided by ZeroxTech and/or its authorized agents, as indicated in the Booking Form.