Terms of Service

These Terms of Service (“Terms”) govern the provision of consulting services by Zenith IT Limited (“Zenith IT”, “we”, “us”) to clients (“you”, “the Client”). By engaging us or signing a proposal or statement of work, you agree to these Terms. Where there is a conflict between these Terms and a signed engagement document, the engagement document prevails.

1. Services

The scope of services, deliverables, milestones, and responsibilities are defined in the applicable proposal, statement of work (“SOW”), or master services agreement (“MSA”). Any change to the agreed scope must be requested in writing and agreed by both parties before work begins on the changed scope.

2. Our Obligations

• We will deliver services with reasonable care and skill in accordance with the agreed scope.
• We will assign suitably qualified consultants to your engagement.
• We will keep you informed of progress and raise any material risks or issues promptly.
• We will treat all client information as confidential (see section 8).

3. Your Obligations

• Provide timely access to the people, systems, data, and facilities required for delivery.
• Ensure all information you provide to us is accurate, complete, and lawfully obtained.
• Nominate a named primary contact with the authority to make decisions and approve deliverables.
• Respond to reasonable requests within agreed timelines. Delays caused by the Client may affect delivery schedules and costs.

4. Fees and Payment

• Fees are set out in the agreed commercial terms, proposal, or SOW.
• Unless otherwise stated, invoices are payable within 30 days of the invoice date.
• We reserve the right to charge interest on overdue amounts at 8% above the Bank of England base rate per annum, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• We may suspend services for non-payment after reasonable notice. Any suspended time will not be refunded.
• All fees are exclusive of VAT unless stated otherwise. VAT will be charged at the prevailing rate where applicable.

5. Intellectual Property

Pre-existing IP: Each party retains ownership of intellectual property it held before the engagement.

Engagement outputs: Unless otherwise agreed in writing, ownership or licence of deliverables produced during an engagement will be set out in the relevant engagement document. Where not specified, Zenith IT grants the Client a non-exclusive licence to use deliverables for internal business purposes upon full payment of fees.

Our methodologies: Zenith IT retains ownership of all frameworks, tools, templates, and methodologies developed independently of the Client’s engagement.

6. Confidentiality

Each party agrees to keep the other party’s confidential information secure, not to disclose it to third parties without prior written consent, and to use it only for the purposes of the engagement. This obligation survives termination of the engagement for a period of three years, unless the information enters the public domain through no fault of the receiving party or disclosure is required by law.

7. Data Protection

Where we process personal data on your behalf as a data processor, we will do so only in accordance with your written instructions and applicable data protection law (including UK GDPR). Both parties agree to maintain appropriate technical and organisational measures to protect personal data. A Data Processing Agreement will be put in place where required by law.

8. Warranties and Representations

We warrant that:

• Services will be delivered with reasonable skill and care.
• We have the right to provide the services described.

All other warranties, conditions, or representations not expressly stated are excluded to the fullest extent permitted by law. We do not guarantee any specific business outcome from our advice or recommendations.

9. Limitation of Liability

To the fullest extent permitted by law:

• Neither party will be liable to the other for any indirect, consequential, special, or punitive loss, including loss of profit, revenue, data, or business opportunity.
• Our total aggregate liability to you in connection with any engagement will not exceed the total fees paid by you to us in the three months preceding the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

10. Termination

Either party may terminate an engagement by providing the notice period set out in the relevant engagement document. Where no notice period is specified, 30 days’ written notice applies.

Either party may terminate immediately if the other party:

• Commits a material breach that has not been remedied within 14 days of written notice.
• Becomes insolvent, enters administration, or makes arrangements with creditors.

On termination, you will pay for all services rendered up to the termination date. Each party will promptly return or securely destroy the other’s confidential materials on request.

11. Force Majeure

Neither party will be in breach of these Terms due to circumstances beyond its reasonable control, including natural disasters, government actions, or communications network failures, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

12. Entire Agreement

These Terms, together with any signed engagement document, form the entire agreement between the parties in relation to the subject matter and supersede all prior discussions, representations, or agreements.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales, unless otherwise agreed in writing.

14. Contact

For service terms enquiries, email hello@zenith-it.co.uk.