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Zeta Compliance Services Ltd - Terms and Conditions

(updated 26th March 2024)


Zeta Compliance Services Limited (“Zeta”) and the Customer agree that these terms and conditions (“Terms”) and the Quote shall together form the contract (the “Contract”) for the delivery of the Services by Zeta to the Customer.

  1. QUOTE
    1. In this contract:
      1. "Applicable Laws” means any law, enactment, regulation and regulatory policy, guideline, requirement and industry code of any regulatory authority (including good practice codes) from time to time in force and applicable to any part of the Services or the Customer’s use of the Services;
      2. "Customer” means the customer named on the Quote;
      3. "Customer Data” means the data inputted into the Products by or on behalf of the Customer and/or the data collected from the Products;
      4. "Quote” means a written quotation or order form for the supply of the Services together with any special terms issued by the Supplier subject to these Terms;
      5. "Product” means the third party hardware, third party software and/or other third party products (including water treatment chemicals) provided as part of the Services as described in the Quote (and/or Cloud Services Specification);
      6. "Services” means the services and Products to be provided to the Customer in accordance with the scope of work set out in the Quote, including the Cloud Services;
      7. "Cloud Services” means the subscription services provided by Zeta which uses the Products and third-party software applications and third party network provider to provide measurement of water temperature on a remote basis to the Customer via a portal as set out in more detail in the Cloud Services Specification;
      8. "Cloud Services Specification” means the specification for the functionality of the Cloud Services as agreed between the parties;
      9. "Set up and Usage Instructions” means the set up and usage instructions for the Cloud Services provided by Zeta to the Customer.
    2. In the event of any inconsistency or conflict between the Quote and the Terms, the Terms shall prevail.
    3. The fees set out in the Quote are valid for acceptance for a period of 60 days from date of the Quote. They include expenses and disbursements to meet the above scope of work set out in the Quote, unless otherwise stated.
    4. All fees are exclusive of local taxes and where applicable VAT.
    5. Payment terms are 30 days’ net of invoice.
    6. Unless agreed otherwise, it is assumed that all work can be carried out during normal working hours (9am to 5pm Monday to Friday) and that full access will be given to all areas of the site under the Customer’s management. If access is denied and a return visit is required, additional costs may be charged.
    7. Unless specified otherwise in the Quote the production of CAD schematics is not included in any Quote. CAD work is produced in a widely compatible format AutoCAD LT v2000 and will normally be supplied in PDF format. Source files with the file extension ‘.dwg’ may be provided on request but may be subject to additional cost. Conversion to other versions of CAD or other file formats will be the responsibility of the Customer.

  2. SERVICES
    1. Zeta undertakes that the Services will be delivered: (a) in accordance with the Quote; (b) in accordance with Applicable Laws; and (c) with reasonable skill and care and commensurate with good industry practice in the sector in the United Kingdom.
    2. The Customer undertakes that it shall comply with all Applicable Laws with respect to its activities under this Agreement.
    3. It is the responsibility of the Customer to advise Zeta as to the full extent of any system(s) upon which works are to be carried out and to advise all building occupants when works are to be carried out, in the interests of Health & Safety, to ensure the system(s) remain unused throughout any works.
    4. All drawings, illustration, accompanying quotations, brochures and similar documents must be regarded as approximate and are not binding in detail unless stated so to be. All weights, measurements and capacities and other particulars specified by Zeta are stated in good faith but deviations from these will not affect the agreement or be made the basis of any claim against Zeta.

  3. PAYMENT
    1. The Customer shall pay the fees set out in the Quote for the Services.
    2. Services will be invoiced on delivery of the works. Zeta reserves the right to part invoice or specify staged invoicing, for example as and when site visits have been completed irrespective of the production of a final deliverable such as a written report i.e. attendance at site may be considered as discharge of that part of the contract and if Zeta are unable to carry out the works due to full access to any premises not being afforded at the specified attendance date then Zeta may invoice for 100% of our fees in relation to that premises.
    3. In the event that a booked visit is cancelled by the Customer within 5 working days of the visit, 100% of the fee will be due. If the visit is cancelled by the Customer within 6-10 working days of the visit, 50% of the fee will be due.
    4. If the Customer fails to make any payment within the period set out in the Contract, then without prejudice to any other right or remedy available, Zeta may (a) charge interest in accordance with applicable late payment legislation and (b) in its sole discretion suspend the performance of any or all of its obligations under the Contract.

  4. DURATION
    1. The Contract will commence on acceptance of the Quote and shall continue until the specified date of expiry or completion of the performance of the Services (whichever is the later).
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of the Contract if such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty days after being notified in writing to do so.
    3. In addition, Zeta shall be entitled to terminate the Contract immediately without notice in the event of: (a) the Customer failing to comply with any written recommendation provided by Zeta, (b) any sums due to Zeta remaining outstanding for more than 30 days from the due date (unless otherwise agreed in writing between Zeta and the Customer) or (c) the Customer becoming bankrupt or committing any act of bankruptcy, being placed into liquidation, or have a receiver appointed, or have an administration order made against them.

  5. PRODUCTS
    1. Delivery of the Products shall be made at the delivery address on the Quote or, if some other place for delivery is agreed by, by Zeta delivering the Products to that place. The Customer will accept delivery of the Products without delay and during normal business hours. Signed delivery notes confirming receipt of the Products will be conclusive evidence of delivery.
    2. Any dates quoted for delivery of the are approximate only and Zeta shall not be liable for any delay in delivery of the Products.
    3. If there is any discrepancy in the quantity of the Products delivered from the quantity ordered, Zeta shall only be liable for any shortfall provided that it has received written notice of that shortfall within forty eight (48) hours of delivery.
    4. Risk of damage to or loss of the Products shall pass to the Customer upon delivery or, if the Customer wrongfully fails to take delivery of the Products, the time when Zeta has tendered delivery of the Products.
    5. Notwithstanding delivery and the passing of risk in the Products, title in the Products shall not pass to the Customer until Zeta has received payment. Where the Customer has entered into a product rental agreement with Zeta, payment means payment of all sums due under the rental agreement.
    6. Until such time as title to Products passes to the Customer, the Customer shall hold the Products as Zeta’s fiduciary agent and bailee and shall keep as far as practicable the Products separate from those of the Customer and third parties and properly stored, protected and insured and identified as Zeta’s property, but shall be entitled to use the Products in the ordinary course of its business.
    7. Zeta warrants that on delivery and for a period of 12 months thereafter the Products purchased by the Customer from Zeta shall be free from material defects and comply with the Services Specification (if applicable). This warranty shall not apply where the products are rendered defective because of: (a) physical damage; (b) the products being used other than in accordance with manufacturers operating instructions; or (c) the products not being maintained in accordance with the manufacturer’s instructions as notified to the Customer in writing.
    8. If the Customer gives notice in writing to Zeta that the Products do not comply with the warranty set out in clause 5.7 above and returns the product to Zeta in accordance with Zeta’s returns policy, Zeta shall either repair or replace the Products (at its own discretion) without cost to the Customer.

  6. TERMS RELATING TO CLOUD SERVICES
    1. Zeta shall use commercially reasonable endeavours to ensure the Cloud Services achieve a service availability of at least 95% except for periods of maintenance that require interruption to the Cloud Services, Customer or third party caused outages or disruption or outages or disruptions attributable to Force Majeure Events (as defined in clause 10).
    2. Zeta warrants that the Cloud Services will be performed substantially in accordance with the Services Specification. This warranty shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Zeta’s instructions or modification or alteration to the Services by any party other than Zeta or its sub-contractors.
    3. Notwithstanding the foregoing Zeta does not warrant that the Customer’s use of the Cloud Services will be uninterrupted or error free and in particular is not responsible for any for any delays, delivery failures, or any other loss or damage of data resulting from the transfer of data over communications networks and facilities, including the internet, SIGFOX, and NBIoT networks.
    4. The Customer shall:
      1. ensure that it complies with the Set Up and Usage Instructions;
      2. ensure that its network and systems comply with the relevant specifications provided by Zeta from time to time; and
      3. be solely responsible for procuring and maintaining its network operations and its telecommunication links to the Cloud Services.

  7. TERMS RELATING TO WATER HYGIENE SERVICES ONLY
    1. The Customer acknowledges that:
      1. it is responsible for the establishment and management of its own water treatment programme and Zeta does not provide any advice in relation to the suitability and/or compliance of the Customer’s programme;
      2. Zeta shall not be liable for any non-conformance arising either directly or indirectly from the provision of inaccurate or incomplete information by the Customer or the Customer’s failure to follow Zeta’s recommendations;
      3. preparing schematic diagrams from inspection of existing installations is necessarily subject to errors resulting from, for example inaccessibility (where the view of a component is blocked), discontinuity (where pipe runs either side of an obstruction do not correspond), misleading information (wrongly labelled components, pipework or inaccurate previous schematic diagrams);
      4. Zeta undertakes ‘noninvasive’ surveys and surveys are limited by the degree of disruption that to which the survey is subject (for instance hospital wards) and therefore this will affect the quality of schematic drawings produced;
      5. they are responsible for identifying to Zeta any other systems that make use of water, whether or not they are to be included in the schematic diagrams; and
      6. unless otherwise stated in the Quote schematic drawings are not to scale (NTS).
    2. Where the Services involve the drainage and/or flushing of water systems these are undertaken at the sole risk of the Customer and without limitation Zeta shall not be liable for any loss or damage arising from blockages, leaks or other defects in the water systems.
    3. The Customer shall provide for the disposal of effluent occasioned by the products or services of Zeta and ensure that the means of disposal, and that relevant discharge consents have been granted to the Customer by the relevant statutory body or enforcement agency.
    4. Zeta shall have no responsibility for the removal, treatment, storage, transport or disposal of hazardous or toxic substances or other waste materials unless specifically agreed in writing with the Customer.

  8. TERMS RELATING TO FIRE CONSULTANCY SERVICES ONLY
    1. Zeta provides strategic fire consultancy services in relation to fire safety issues in order to assist the Customer in seeking Building Regulations Approval.
    2. The Quote describes a scope of work to provide strategic fire advice, such that it may be used by others to gain approval from the regulatory authorities for the proposed design. The responsibility for gaining approval does not fall within the scope of works.
    3. The preparation, or checking of detailed specifications, designs or drawings does not fall within Zeta’s scope of work unless specifically requested by the Customer, although if required Zeta are able to provide this service for an additional fee.
    4. To the extent not covered in the Terms, the terms and conditions of ACE Short Form Agreement 2015 (available from the Association of Consulting and Engineering are incorporated into this Contract. However, in the event of any conflict or inconsistency between these Terms and the ACE Short Form Agreement, the Terms shall prevail.
    5. This Contract does not permit the transfer (novation) of Zeta’s obligations to the Customer to a third party. In the event that the Customer seeks the novation of our obligations under this Contract to a third party or the granting of collateral warranties, Zeta reserve the right to renegotiate the terms and conditions (including fees).

  9. CUSTOMER DATA
    1. Subject to clause 8.2, the Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    2. Zeta shall follow backup and archiving procedures for Customer Data in accordance with its standard procedures (available on request). In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Zeta to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Zeta in accordance with its archiving procedure (available on request). Zeta shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Zeta to perform services related to Customer Data maintenance and back-up).

  10. LIABILITY
    1. Nothing in this Contract shall limit or exclude Zeta's liability for: (a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or sub-contractors; (b) fraud or fraudulent misrepresentation; (c) and any other liability which cannot be limited or excluded by applicable law.
    2. Subject to the above, Zeta shall not be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for: loss of profits; loss of sales or business; loss of contracts; loss of anticipated savings; loss of or damage to goodwill; and any indirect or consequential loss.
    3. Subject to the above, Zeta’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the provision of the Services under this Contract shall be limited to a multiple four (4) x the fees paid or payable in respect of the Services to be provided under the Contract.
    4. Zeta undertakes to maintain professional indemnity insurance to the value of not less than £5,000,000 for a period of 6 years after the date of completion of the Services.
    5. Zeta excludes all liability for any claim or loss arising, directly or indirectly, out of the combustibility or fire performance of any cladding system. Any risk assessments or consultancy work undertaken, whether in the form of a report, email correspondence or verbally does not provide cover for any cladding systems or similar materials.
    6. Zeta shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (each a "Force Majeure Event"). In such circumstances Zeta shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three months, the Customer may terminate the Agreement by giving 30 days' written notice to Zeta.

  11. GENERAL
    1. Zeta may sub-contract the performance of any of its obligations under the Contract provided that it will remain liable to the Customer for any breach of the Contract if it sub-contracts any of its obligations.
    2. All information supplied Zeta including but not limited to details and costs of its products and services, shall be regarded by the Customer as confidential, and will remain the property of Zeta. The Customer agrees not disclose any such confidential information to any third party without the prior written agreement of Zeta.
    3. All drawings, illustration, accompanying quotations and brochures are approximate and are not binding in detail unless stated so to be. All weights, measurements and capacities and other particulars specified by Zeta are stated in good faith but Zeta shall not be liable for any deviations.
    4. All intellectual property rights associated with the delivery of the Services by Zeta shall remain the sole property of Zeta and may only be used by the Customer with the prior written consent of Zeta. Where the consent of Zeta is provided, Zeta shall not be liable for any use of the copyright materials for any purpose other than the original intent.
    5. All variations to the Contract must be agreed on behalf of both parties before they take effect. If any provision of the Agreement is held for any reason to be ineffective or unenforceable, this will not affect the validity or enforceability of the remainder of the Contract.
    6. Save where specifically agreed otherwise by the parties, no term of the Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any other party.
    7. The Contract sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it. Each party acknowledges that, in entering into the Contract, it has not relied on any statement or representation not expressly set out in the Agreement.
    8. The Contract is governed by English law and parties submit to the exclusive jurisdiction of the English courts.
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