These terms and conditions (as amended under clause 27.2) (“Conditions”) govern the supply of services and licensing of software by Zeus Tech Solutions Limited, registered in England and Wales with no. 10506483, with registered address at G03, 12 Jordan Street, Baltic Triangle, Liverpool, L1 0BP (“Zeus”) to the person/firm who buys such services/licences (“Customer”). These Conditions apply to the exclusion of any other terms that Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing.
***Note particularly clause 19.1 (Limitation of Liability)***
In these Conditions: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to Zeus or Customer includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words; (v) a reference to writing or written includes emails but excludes faxes; (vi) the terms ‘personal data’, ‘data subject’, ‘processor’, ‘controller’, ‘processing’, ‘personal data breach’, ‘pseudonymisation’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in Data Protection Law; and (vii) the following definitions apply:
“Additional Maintenance Services”: any Out of Hours Maintenance and/or any Excluded Maintenance performed by Zeus in accordance with these Conditions.
“Affiliates”: each agent, employee, contractor or sub-contractor of a party or the party’s Group.
“Agreed Charging Principles”: the agreed charging principles set out in the Key Terms.
“Applicable Law”: the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party’s obligations under the Contract.
“Authorised Users”: those organisations, employees and independent contractors who are entitled to use the Subscription Services as detailed in the Key Terms.
“Availability”: the availability of an access point on Zeus’ hosting provider’s backbone network, subject to clauses 10.10 and 10.11.
“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges”: the charges payable by the Customer to Zeus, as set out in the applicable Order (or where not expressly set out in the Order, applying the Agreed Charging Principles).
“Confidential Information”: information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information relating to the business of either party, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information and/or circumstances of its disclosure.
“Configuration Services”: those configuration Services detailed in the Key Terms, if any.
“Contract”: each contract between the Customer and Zeus relating to the supply of Services.
“Contract Renewal Period”: the period described as such in the Key Terms.
“Customer Content”: any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of these), embodied in any medium, that are provided to Zeus by or on behalf of the Customer, in order to perform its obligations pursuant to a Contract.
“Customer Data”: the data inputted into the information fields of the Subscription Software by the Customer, by Authorised Users, or by Zeus on the Customer’s behalf.
“Customer Materials”: any and all materials, other equipment (including cabling, network interfaces, power and power adapters) and software necessary for Zeus to perform its obligations pursuant to a Contract, save to the extent the same is expressed to be supplied by Zeus pursuant to the applicable Contract.
“Customer Obligations”: the obligations described in clause 3.
“Customer Personnel”: employees, directors and agents of the Customer, together with employees, directors and agents of any contractor undertaking activities on behalf of the Customer who are not Zeus Personnel.
“Data Processing Particulars”: the following details, as provided in the Order: (i) the subject matter, duration, nature and purpose of the Processing; (ii) the type of Personal Data being Processed; and (iii) the categories of Data Subjects.
“Data Protection Legislation”: any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the Processing of their Personal Data to which a party is subject, including the DPA and the GDPR (to the extent it remains applicable) and any code of practice or guidance published by the Information Commissioner’s Office from time to time.
“Data Subject”: has the meaning set out in the Data Protection Legislation.
“Default”: any act or omission of a party, or failure by a party to perform a relevant obligation under a Contract.
“Defect”: an error in the applicable software that causes it to fail to operate materially in accordance with its Software Specification/Documentation.
“Delivery Location”: the relevant location identified in an Order (where applicable).
“Deliverables”: all software code, documents, products and materials in any form: (i) developed by Zeus or its agents, contractors and employees; and/or (ii) licensed by Zeus to the Recipient, as part of or in relation to the performance of its obligations under an Order, including all Intellectual Property Rights as may be embodied therein.
“Design Services”: those design Services detailed in an Order, if any.
“Documentation”: the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by Zeus as specified in an Order.
“Download Apps”: in respect of any Subscription Services being provided by Zeus under an Order, the computer programmes referred to as the “Download Apps” in the Order together with associated databases in machine-readable object code form only, including any error corrections, updates, upgrades, modifications and enhancements to it made available to download from the applicable Download Store.
“Download App Terms”: the specific user terms made available to the user at the time of download of the Download App, as updated from time to time and notified to the user via the Download Store/Download App.
“Download Store”: in respect of Download Apps made available for iOS based devices, the App Store (made available by Apple) and in respect of Android based devices, the Google Play Store (made available by Google).
“Download Store Terms”: the standard terms and conditions of the applicable Download Store relating to the installation and use of apps made available for use on the relevant platform.
“DPA”: the Data Protection Act 2018.
“Effective Date”: in respect of the provision of a particular Service or licence of Software, the Effective Date for the same specified in the Key Terms, or if none is specified, the effective date for the applicable Order, or if none is specified, the signature date of the applicable Order.
“Emergency Maintenance”: maintenance resulting from the identification of an issue requiring urgent resolution for reasons of safety, security, as mandated by Applicable Law or as Zeus may otherwise determine using its own skill and judgment.
“End User Agreement”: in respect of any Open-Source Software, the specific licence under which the relevant Open-Source Software is distributed (as varied from time to time in accordance with the terms of such End User Agreement).
“Excluded Causes”: any of the following:
(i) misuse, incorrect use of or damage from whatever cause (other than any act or omission by Zeus), including failure or fluctuation of electrical power;
(ii) failure to maintain the necessary environmental conditions for use;
(iii) use in combination with any equipment or software not provided/approved in writing by Zeus;
(iv) use in combination with equipment or software which suffers a fault;
(v) relocation or installation by the Customer or any Third Party;
(vi) any act or omission of a Third Party;
(vii) any breach of the Customer’s obligations under the Contract howsoever arising;
(viii) any modification not authorised by Zeus;
(ix) operator error; or
(x) any other excluded causes set out in the Key Terms.
“Excluded Maintenance”: any Software Maintenance Services necessary as a result of any of the Excluded Causes.
“Group”: each and every entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists. In the case of companies and corporations, control means beneficial ownership of more than 50% of the voting stock, shares, interest or equity in an entity; in the case of any other legal entity, “control” and “controlled” shall exist through the ability to directly or indirectly control the management and/or business of the legal entity.
“GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016, together with any implementation of the above into UK law. Any reference to “articles” are references to the GDPR.
“Included Corrective Maintenance”: maintenance services expressly described within the Services Specification, to be provided during the Maintenance Support Hours.
“Initial Service Term”: in respect of any element of the Services under a particular Order, the initial term for such element specified in such Order.
“Initial Contract Term” the period of time described as such in the Key Terms.
“Insolvency Event”: (a) the Customer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (if a partnership) has any partner to whom any of the above applies; (b) the Customer starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of the Customer; (d) the Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days; (f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over the Customer; (g) a floating charge holder over the assets of the Customer becomes entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (i) any event analogous to those mentioned in (a)-(h) above in another jurisdiction.
“Installation Services”: those installation Services described in clause 8 and detailed in the Key Terms, if any.
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Key Terms”: the Key Terms of the Contract.
“Licensed Software”: any Zeus Software and any Subscription Software (except any Open-Source Software).
“Location”: the location for performance of the applicable Services set out in the applicable Order (if any), or any other location agreed between the parties in writing from time to time.
“Maintenance Support Hours”: the maintenance support hours specified in the applicable Order (or if no hours are specified, 9.00am to 5.00pm UK time, each Business Day).
“New Release”: a new release of all or any part of the Supported Software suitable for use by the Recipient in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made, or to which a further function or functions have been added.
“New Version”: a new version of the Licensed Software released by Zeus which provides additional or improved functionality or performance.
“Normal Business Hours”: 9.00am to 5.00pm UK time, each Business Day.
“Open-Source Agreement”: in respect of any Open-Source Software, the specific licence under which the relevant Open-Source Software is distributed (as varied from time to time in accordance with the terms of such Open-Source Agreement).
“Open-Source Software”: any software licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition (http://www.opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html), or anything similar, included or used in, or in the development of, Zeus Software, or with which Zeus Software is compiled or to which it is linked.
“Order”: an agreement between Zeus and the Customer relating to the provision of Licensed Software and/or Services, as more particularly detailed in the applicable Order Form, which has been signed by Zeus and the Customer.
“Order Effective Date”: in respect of the provision of a particular Service or licence of Licensed Software, the Effective Date for the same specified in the Order, or if none is specified, the signature date of the applicable Order.
“Order Form”: the form set out at the end of the Contract, to be completed with the relevant details for the applicable Licensed Software and/or Services.
“Out of Hours Maintenance”: maintenance performed outside of the Maintenance Support Hours.
“Permitted Purpose”: the purpose of the Data Processing as set out in more detail in the Data Processing Particulars.
“Permitted Subscription Maintenance Event”: a Subscription Maintenance Event: (i) for Planned Maintenance outside of Maintenance Support Hours, where Zeus has given the Customer at least  days’ advance notice of the same; (ii) for emergency maintenance during the daily window of [10.00pm to 2.00am UK time], where Zeus has given the Customer as much notice as possible of the same; and (iii) which occurs during Maintenance Support Hours and which was caused by the Customer or requested by the Customer to be undertaken during Maintenance Support Hours.
“Personal Data Breach”: has the meaning set out in the GDPR.
“Planned Maintenance”: maintenance intended to resolve or prevent issues, improve performance, make enhancements or implement configuration changes that are notified to Customer in advance.
“Preventative Maintenance”: testing that the Maintained Equipment is functional; and making any adjustments as may be required to ensure the Maintained Equipment remains in Good Working Order, as more particularly described in the applicable Order.
“Remote Apps”: in respect of any Subscription Services being provided by Zeus under an Order, the computer programmes referred to as the “Remote Apps” in the Key Terms together with associated databases in machine-readable object code form only, including any error corrections, updates, upgrades, modifications and enhancements to them made available to the Customer under the Order.
“Security Requirements”: the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, the seventh data protection principle of the DPA and/or the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR) as applicable.
“Service Credits”: the sums attributable to a failure of the Support Service Level, as set out in the applicable Order or added by a change pursuant to Clause 27.2.
“Service Credit Limit”: in respect of a Service to be provided by Zeus pursuant to a Contract, the limit on the accrual of Service Credits (if any), as set out in the applicable Order or added by a change pursuant to Clause 27.2.
“Service Delivery Failure”: where, in a particular calendar month, the Uptime Service Level is not achieved.
“Service Level Start Date”: the start of the month after the Installation Services (if any) and Set-up Services (as applicable) have been satisfactorily completed.
“Service Levels”: in respect of a Service to be provided by Zeus pursuant to an Order, the service levels for the applicable Services (if any), as set out in the applicable Order or added by a change pursuant to Clause 27.2.
“Services”: the services to be supplied directly by Zeus to the Customer, consisting of one or more of the following: Subscription Services, Configuration Services, Design Services, Installation Services, Training Services, Software Maintenance Services and Consultancy Services as set out in the applicable Order.
“Services Specification”: the specification for the same as set out (or referred to) in the applicable Order (including in any applicable statement of work).
“Service Term”: the term for the provision of the applicable Services (or where different elements of the Services are to be provided for differing terms, the term for that element), as set out in the applicable Order.
“Software Development Services”: those software development Services detailed in the applicable Order, if any.
“Software Development Tools”: any tools and know-how developed, and methods invented, by Zeus in the course of or as a result of carrying out the Software Development Services, whether or not developed or invented specifically or used exclusively to carry out the Software Development Services.
“Software Maintenance Services”: those software maintenance Services detailed in the applicable Order, if any.
“Software Specification”: the specification of the applicable Licensed Software, as detailed in the applicable Order.
“Sourcing Issue”: an inability on the part of Zeus to source particular materials or resources (including Zeus Personnel) on terms similar or identical to those available at the Effective Date (including due to exchange rate fluctuations, increases in taxes or duties) or a change in Applicable Law.
“Standard Rates”: Zeus’ standard rates for the Services as made available by Zeus from time to time.
“Standard Support Service”: the support service more particularly described in the applicable Order.
“Start Date”: the date of signature by both parties of the Contract.
“Subject Access Request”: an actual or purported subject access request or notice or complaint from (or on behalf of) a Data Subject exercising his rights under the Data Protection Legislation.
“Subscription Service Charges”: the charges set out in the applicable Order for the provision of the Subscription Services.
“Subscription Hosting Services”: the hosting services that Zeus provides pursuant to the Order to: (i) allow Authorised Users to access and use the Remote Apps and Client Data; and (ii) allow interaction of the Download Apps with the Remote Apps and Client Data.
“Subscription Maintenance Event”: maintenance of the Subscription Hosting Services and/or Subscription Software that may require interruption of the Subscription Services.
“Subscription Software”: the Remote Apps and the Download Apps (if any).
“Subscription Services”: the making available by Zeus to Customer of access to the Subscription Software via the Subscription Hosting Services.
“Subscription Services Specification”: the functionality and performance specifications for the Subscription Services, as set out in the applicable Order.
“Supported Software”: those software programs listed as Supported Software in the applicable Order and all subsequent amendments and updates to and New Releases of such programmes made available to the Customer.
“Term”: the period described as such in clause 21.1.
“Third Party”: a person other than Zeus Personnel or the Customer.
“Training Services”: those training Services detailed in the applicable Order, if any.
“Uptime Service Level”: the uptime service level set out in the applicable Order, identifying a percentage level of Availability per calendar month.
“Virus”: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Year”: the period of 12 calendar months from the applicable Effective Date and each 12 calendar month period thereafter.
“Zeus Bespoke Software”: software programmes developed by Zeus specifically for the Customer, as set out in the applicable Order, including any incorporated Open-Source Software.
“Zeus Modified Software: any Zeus Standard Software which is modified or to be modified by Zeus under the Contract, including any incorporated Open-Source Software.
“Zeus Personnel”: Zeus’ employees, directors and agents, together with employees, directors and agents of any contractor undertaking activities on behalf of Zeus in relation to the performance of its obligations under the applicable Contract.
“Zeus Policies”: the Zeus policies (if any) applicable to the relevant Services, as detailed in the Key Terms/applicable Order, and any other policy mandated by Zeus from time to time on written notice to the Customer.
“Zeus Software”: any Zeus Standard Software, the Zeus Modified Software, the Bespoke Software and the Software Development Tools referred to in the applicable Order and all subsequent amendments and updates to, or new versions of, such software as may be licenced to the Customer (and the Authorised Users) under an Order.
“Zeus Standard Software”: any software described as such in the applicable Order (including any Subscription Software), which is licensed directly from Zeus to the Customer pursuant to clause 9 and is provided (or made available) to the Customer without modification, together with any incorporated Open-Source Software.
“Zeus Software Documentation”: any operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by Zeus in respect of the applicable Zeus Software, as set out in the applicable Order.
2.Basis of Contract
3. CUSTOMER Obligations
The Customer shall:
The content standards are as follows.
– the Customer is otherwise entitled to terminate the Order (or a part thereof) for a Default by Zeus in accordance with these Conditions; or
– the failure to perform the relevant Services in accordance with the Service Levels has arisen due to theft, gross negligence, fraud, fraudulent misrepresentation or wilful default.
5. Software Development Services
6. Design Services
– provide all the Customer Content, and
– facilitate such access to the Customer’s premises, equipment and existing systems (or those of its third-party contractors),
as may be needed for Zeus to perform the Design Services.
7. Configuration Services
– provide all the Customer Content;
– prepare its premises, equipment and existing systems (or those of its third-party contractors); and
– facilitate such access to the Customer’s premises, equipment and existing systems (or those of its third-party contractors),
as may be needed for Zeus to perform the Configuration Services.
8. Installation Services
– provide all the Customer Content and Customer Materials;
– prepare its premises, equipment and existing systems (or those of its third-party contractors); and
– facilitate such access to the Customer’s premises, equipment and existing systems (or those of its third-party contractors),
as may be needed for Zeus to perform the Installation Services.
9. Licensed Software
– 3 months from delivery, the Zeus Software will perform in accordance with the Software Specification/Documentation in all material respects; and
– the Licence Term, the Subscription Software will perform in accordance with the Software Specification/Documentation in all material respects.
The Customer’s sole remedy for breach of the warranty under this clause 9.4 shall be the correction of the Defect by Zeus within a reasonable time from notification by the Customer of the same.
– be fit to operate in conjunction with any hardware items or software products other than with those that are identified in the applicable Order (or in the relevant documentation) as being compatible with the Licensed Software; or
– operate uninterrupted or error-free.
10. Subscription Services
– In respect of Remote Apps, “use” of the Subscription Software means accessing the Remote Apps from the remote location via the Hosting Services, solely in accordance with the Documentation.
– In respect of Download Apps, “use” of the Licensed Software means downloading the same from the applicable Download Store and using the same solely in accordance with the Documentation. Use of Download Apps is also subject to compliance with the Download Store Terms and the Download App Terms.
– The Customer acknowledges that backup copies of the Subscription Software are not required, as the Remote Apps are not locally installed and the Download Apps can only be installed as a result of a download from the relevant Download Store.
– with effect from the Service Level Start Date, use its reasonable endeavours to comply with the Uptime Service Level; and
– endeavour to keep any interruptions to the Subscription Hosting Services to a minimum.
– the Customer’s use of the Subscription Services will be uninterrupted or error-free; or
– the Customer’s access to the Customer Data will be uninterrupted or error-free.
11. Open-Source Software
– Zeus is making such Open-Source Software available pursuant to the terms of the applicable Open Source Agreement and such software is provided “as is” and expressly subject to the disclaimer in clause 20.1;
– any such Open-Source Software provided by Zeus may only be used according to the terms and conditions of the Open Source Agreement.
12. Software Maintenance Services
– Attend remotely during Maintenance Support Hours; and
– perform Included Corrective Maintenance of the Supported Software.
– attend to remotely the next business working day.
– perform Additional Corrective Maintenance of the Supported Software.
– Zeus is not obliged to perform any Excluded Maintenance unless the Customer has agreed to pay the applicable Charges in respect of it; and
– where Zeus is performing or has performed the Software Maintenance Services in circumstances where it is subsequently established that the Defect in the Supported Software was due to any of the Excluded Causes, Zeus may charge, and the Customer shall pay, the applicable additional Charges in respect of that work.
13. Training Services
– any individual identified in the applicable Order or otherwise may be replaced at any time with another qualified individual at Zeus’ option; and
– any materials provided in respect of Training Services are licensed to the Customer solely for the purposes of the receipt of such Training Services by the Customer Personnel, unless and to the extent that wider use by other Customer Personnel is stated within the applicable Order.
– set in accordance with the Agreed Charging Principles where applicable or the price set out in Zeus’ published price list as at the Start Date for performance of the relevant Services; or
– where applicable in respect of Services, on a time and materials basis in accordance with the Standard Rates.
|Subscription Services||Monthly in advance|
|Design Services||Monthly in arrears|
|Configuration Services||Monthly in arrears|
|Installation Services||Monthly in arrears|
|Maintenance Services:||Monthly in arrears|
|Training Services||Monthly in advance|
|Consultancy Services||Monthly in arrears|
– Zeus may charge interest on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Natwest Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly; and
– Zeus may charge an administrative fee determined according to the value of the payment not received, calculated as follows:
|Value of payment not received||Administrative fee|
|Up to £999.99||£40|
|£1,000 to £9,999.99||£70|
|£10,000 or more||£100|
– value added tax or other sales taxes, which shall be added to Zeus’ invoice(s) at the appropriate rate; and
– all packing, insurance and transport costs, which shall be paid by the Customer (unless the same is expressly stated to be included within the price in the applicable Order).
15. Intellectual Property
– is or becomes publicly known other than through any act or omission of the receiving party;
– was in the other party’s lawful possession before the disclosure;
– is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
– is independently developed by the receiving party, which independent development can be shown by written evidence.
17. Data Protection Arrangements
– Zeus shall be a Controller where it is collecting and using Personal Data in relation to the management of its Customer accounts; and
– Zeus shall be a Processor where it is Processing Personal Data in relation to the Data Processing Particulars in connection with performing its obligations under an Order.
18. Data Processing Obligations
– Process Personal Data for and on behalf of the Customer for the purposes of performing its obligations under an Order, and only in accordance with the terms of that Order and any documented instructions from the Customer;
– notify the Customer immediately (and in any event within 24 hours of becoming aware of the same) if it believes (or ought reasonably to have been aware) that any of the Customer’s written instructions infringe the Data Protection Legislation;
– implement and maintain appropriate technical and organisational security measures which are sufficient to comply with at least the obligations imposed on the Customer by the Security Requirements;
– take all reasonable steps to ensure the reliability and integrity of any Zeus Personnel who shall have access to the Personal Data;
– ensure that access to the Personal Data is restricted to only those members of Zeus’ Personnel who require it in order to discharge Zeus’ obligations under an Order;
– notify the Customer promptly (and in any event within 2 Business Days) following its receipt of any Subject Access Request or correspondence from the UK Information Commissioner’s Office or any other European data protection authority, and together with such notices, shall provide a copy of such Subject Access Request or correspondence and reasonable details of the circumstances giving rise to it; and
– with respect to a Subject Access Request, not disclose any Personal Data in response without the express written authorisation of the Customer.
– notify the Customer as soon as is practicable, but in any event within 48 hours, including details of how the breach occurred and what Personal Data may have been compromised;
– implement any measures necessary to restore the security of compromised Personal Data; and
– assist the Customer to make any notifications to the UK Information Commissioner’s Office and affected Data Subjects.
19. Freedom of Information Act
– the request;
– the Customer’s opinion as to whether or not any information relating to Zeus might be disclosed;
– whether (and, if so, when) the Customer intends to make the disclosure. If the Customer does not initially intend to make the disclosure, but later changes its mind, the Customer shall immediately notify Zeus.
20. Warranties, Indemnities & Limitation of Liability
– Zeus’ storage/handling of any Customer Data and the Customer’s use of the same through the Subscription Services;
– any failure of the Customer to obtain appropriate licences and/or consents in accordance with its obligations under these Conditions or any subsequent revocation or non-renewal of any such licence and/or permit;
– any failure of the Customer to ensure its compliance with Applicable Law in accordance with its obligations under these Conditions;
– any use of the Services or the Licensed Software by Client other than as envisaged under the Contract;
– the Customer’s breach of any Open Source Agreement;
– a failure of an Authorised User to comply with the Download Store Terms or the Download App Terms; and
– any other Customer Default.
– Zeus is given prompt notice of any such claim;
– the claim does not result from the Customer’s failure to install an update or new version of any Licensed Software as soon as is practicable following its release by Zeus;
– the Customer provides reasonable co-operation to Zeus in the defence and settlement of such claim (at Zeus’ expense, provided such expenses are reasonable and can be evidenced to Zeus’ satisfaction); and
– Zeus is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Zeus may procure the right for the Customer to continue using the Licensed Software or Services, replace or modify the Licensed Software or Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Order on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. In no event shall Zeus, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Licensed Software or Services by anyone other than Zeus; (b) the Customer’s use of the Licensed Software or Services in a manner contrary to the instructions given to the Customer by Zeus; or (c) the Customer’s use of the Licensed Software or Services after notice of the alleged or actual infringement from Zeus or any appropriate authority. The foregoing states the Customer’s sole and exclusive rights and remedies, and Zeus’ (including its employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
– any breach of these Conditions howsoever arising; and
– any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with an Order.
– death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
– fraud or fraudulent misrepresentation; and
– any other liability which cannot be limited or excluded by Applicable Law.
– a sum equal to the total Charges paid and payable to Zeus by the Customer under such Contract during the period of 12 months immediately prior to the event giving rise to the claim, or
however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.
– for any delay in performance of the Services or any failure to perform the Services that is caused or contributed to by a Force Majeure Event or any Client Default
– for any damage caused by errors or omissions in any information, instructions or scripts provided to Zeus by the Customer in connection with the Managed Services, or any actions taken by Zeus at the Customer’s direction;
– for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;
– for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;
– for any indirect, special or consequential loss or damage;
– to the extent that any delay in performing or failure to perform Zeus’ obligations is due to a failure by the Customer to perform its own obligations under an Order or if delay results from a failure by the Customer to comply with reasonable requests by Zeus for instructions, information or action required by it to perform its obligations within a reasonable time; or
– for the consequences of any acts or omissions of the Customer or the Customer Personnel.
21. Term and Termination
– the other party fails to pay any amount due under the Order on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
– the other party commits a material breach of any other term of the Order which breach is irremediable or (if remediable) fails to remedy it within a period of 10 Business Days after being notified in writing to do so (this clause 2.2 only applies if Service Credits are not applicable); or
– the other party repeatedly breaches any of the terms of the Order in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms under the Order.
– there is a Default on the part of the Customer; or
– any of the events set out in clauses 21.2, 21.3 or 21.5 occur in relation to the Customer.
22. Consequences of Termination
– all rights granted to the Customer under the Contract shall cease;
– for the avoidance of doubt, all rights granted to the Customer under any Open Source Agreement shall continue in accordance with the terms of that agreement;
– the Customer shall cease all activities authorised by the Contract; and
– the Customer shall immediately pay any sums due to Zeus (including sums on a time and materials basis for any work in progress) without set off or deduction.
– all rights granted to the Customer under the Order shall cease;
– for the avoidance of doubt, all rights granted to the Customer under any Open-Source Agreement shall continue in accordance with the terms of that agreement;
– the Customer shall cease all activities authorised by the Order; and
– the Customer shall immediately pay any sums due to Zeus under that Order (including sums on a time and materials basis for any work in progress) without set off or deduction.
– each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
– provided all sums due to Zeus’ Group from Customer’s Group have been paid, Zeus shall make available to the Customer via Zeus’ FTP site a copy of all Customer Data in a commonly-readable electronic format for a period of no more than 6 days following termination. After such period, Zeus may permanently delete all Customer Data residing on its systems.
25. Force Majeure
– if delivered personally, at the time of delivery;
– in the case of e-mail, at the time of transmission, provided a delivery notification is obtained evidencing delivery of the email; and
– in the case of special delivery, the date on which delivery takes place, as evidenced by the acknowledgement from the Royal Mail,
– provided that, if receipt is not within Normal Business Hours on a Business Day, delivery shall be deemed to be when business next starts in the place of receipt.
27. Dispute Resolution
– either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
– if the parties are for any reason unable to resolve the Dispute within 20 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (an “ADR Notice”) to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR Notice.
– Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Order shall only be binding when agreed in writing and signed by Zeus.
– A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under the Order or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Order are cumulative and do not exclude rights provided by law.
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