Terms and Conditions

ZALARA TECH LTD

STANDARD TERMS & CONDITIONS

Version 1.0 – 29 August 2025

These Terms & Conditions (the “Terms”) apply to all proposals, Statements of Work, Retainer Agreements, Order Forms and quotations issued by Zalara Tech Ltd (“Zalara Tech”, “we”, “us”) and to all services or goods supplied to the customer identified in the relevant Agreement (“Customer”, “you”). Capitalised terms used but not defined here take the meanings given in the Agreement.

1. Definitions & Interpretation

Agreement means the binding contract formed under clause 2 comprising these Terms and the applicable Retainer Agreement, Statement of Work (SOW), Order Form or quotation accepted by the Customer.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Business Hours means 09:00–17:30 UK time on a Business Day unless an Agreement states otherwise.

Deliverables means any report, document, configuration, software, script, template, training material or other output created by Zalara Tech while performing the Services.

Fees means the charges set out in the Agreement, including any expenses, pass‑through costs and applicable taxes.

Goods means any hardware or boxed software identified on an Order Form or quotation.

Order Form includes any quotation, purchase order or proposal accepted in writing.

Services means the activities described in an Agreement, which may include consultancy (advisory, retained days or project work), managed or subscription services, training, or the supply of Goods.

Third‑Party Products means software, cloud services or equipment licensed, hosted or supplied by a third party (including Microsoft, AWS, security vendors and distributors).

Order of Precedence. If there is a conflict, the following order applies: (1) any mutually signed Retainer Agreement, SOW or Order Form (most recent first); (2) these Terms; (3) any other document referenced. Headings are for convenience only.

Effective Date means the date that the applicable Agreement is signed by the last Party to sign.

Service Start Date means the date specified in the applicable Agreement or Schedule on which the Services are due to commence.

1. Formation of Contract

2.1 An Agreement is formed when the Customer: (a) signs a Retainer Agreement, SOW or Order Form; or (b) accepts a written quotation or proposal from Zalara Tech; or (c) instructs us to start work after receiving these Terms.

2.2 Customer purchase terms do not apply unless expressly agreed in writing by an authorised signatory of Zalara Tech.

1. Scope & Delivery

3.1 We will provide the Services with reasonable skill and care using appropriately qualified personnel.

3.2 Any dates are estimates unless expressly stated as binding in an Agreement.

3.3 We may use subcontractors and independent associates; we remain responsible for their acts and omissions.

3.4 Retained Days & Projects. Service‑specific mechanics (e.g., billing formula, rescheduling, absence) are governed by the relevant Retainer Agreement or SOW and prevail over these Terms.

3.5 Goods. Title to Goods passes on full payment; risk passes on delivery to the Customer’s site or carrier (as applicable). Delivery dates are estimates and subject to manufacturer lead times and availability.

1. Customer Responsibilities

4.1 Provide timely access to personnel, premises, systems, data and decision‑makers as reasonably required.

4.2 Ensure information supplied is accurate and complete; maintain appropriate backups and security.

4.3 Obtain and maintain all necessary licences, consents and permissions for Zalara Tech to perform the Services.

4.4 Comply with any Third‑Party Product licence terms and acceptable use policies notified or referenced by us.

1. Fees, Expenses, Taxes & Indexation

5.1 Fees are exclusive of VAT and any other applicable taxes.

5.2 Invoices are payable within 14 days of the invoice date unless an Agreement specifies otherwise.

5.3 We may suspend Services (on notice) for undisputed invoices overdue by 14 days or more.

5.4 Reasonable travel, subsistence and accommodation directly incurred in delivering the Services will be recharged at cost (pre‑approved where practicable).

5.5 Annual Indexation. For recurring or subscription Services, we may adjust Fees no more than once in any 12‑month period by a percentage equal to the published UK CPIH (12‑month rate to December of the prior year) plus up to 3%, capped at 8% in any adjustment, effective 1 April on 30 days’ notice.

5.6 Pass‑Through Changes. Where a Third‑Party Product supplier changes its charges or imposes new taxes/levies, we may pass these through on 30 days’ notice (or shorter where imposed with less notice by the supplier).

5.7 Disputed sums: you must notify us within 7 days of invoice, pay the undisputed portion, and both parties will act in good faith to resolve within 14 days.

1. Changes & Additional Work

6.1 Either party may request a change. No change takes effect unless agreed in writing (including email). Changes may affect Fees, timelines and assumptions.

6.2 Where the Customer requests work not included in the Agreement, Zalara Tech may: (a) quote a fixed fee; (b) apply the then‑current rate card; or (c) propose a new SOW or Order Form.

1. Intellectual Property

7.1 Each party retains ownership of its Background IP.

7.2 Subject to full payment of Fees, we grant the Customer a worldwide, non‑exclusive, royalty‑free, perpetual licence to use the Deliverables for its internal business purposes.

7.3 We may reuse know‑how, methods, templates and generic components developed during the Services. No ownership in such Background IP transfers to the Customer.

7.4 Third‑Party Products are licensed to you under the relevant vendor’s terms; you obtain no greater rights from us than the vendor grants.

1. Confidentiality

8.1 Each party will keep confidential all information that is marked confidential or would reasonably be considered confidential, and use it only for the purposes of performing the Agreement.

8.2 Confidentiality does not apply to information that is public (other than through breach), already known on a non‑confidential basis, independently developed, or required to be disclosed by law or court order.

8.3 Obligations continue for five (5) years after termination, save for trade secrets which remain protected while secret.

1. Data Protection

9.1 Each party shall comply with applicable data‑protection laws (including UK GDPR and DPA 2018).

9.2 Role. Unless stated otherwise in an Agreement, each party acts as an independent controller for personal data it processes.

9.3 Processor scenarios. Where Zalara Tech processes personal data as a processor on your behalf, the parties will enter into a data‑processing agreement meeting Article 28 UK GDPR requirements (which shall form part of the Agreement).

9.4 You shall ensure you have a lawful basis and appropriate notices for any personal data you provide to us.

1. Warranties & Disclaimers

10.1 We warrant that Services will be provided with reasonable skill and care.

10.2 We do not warrant that any Deliverable or Third‑Party Product will be error‑free or that security threats will be entirely prevented.

10.3 Except as expressly stated, all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

1. Liability

11.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited by law.

11.2 Subject to clause 11.1, each party’s total aggregate liability arising in any 12‑month period shall not exceed 150% of the Fees paid or payable by the Customer in that period (or, for Goods-only purchases, 150% of the price of the affected Goods).

11.3 Neither party shall be liable for: (a) loss of profit, revenue or business; (b) loss or corruption of data; (c) loss of anticipated savings; (d) loss of goodwill; or (e) any indirect or consequential loss.

11.4 We are not liable for Third‑Party Products beyond any remedy available from the relevant vendor, supplier or distributor.

1. Term, Suspension & Termination

12.1 These Terms take effect from the Effective Date of the first Agreement and continue while any Agreement is in force. Service‑specific terms (including minimum terms for subscriptions or retainers) are set out in the relevant Retainer Agreement, SOW or Order Form.

12.2 Either party may terminate an Agreement immediately by written notice if the other materially breaches it and (where capable of remedy) fails to remedy within 14 days of notice.

12.3 We may suspend Services where: (a) invoices remain unpaid per clause 5.3; (b) security, legal or regulatory risks require urgent action; or (c) you materially breach vendor acceptable‑use terms for a Third‑Party Product.

12.4 On termination you will pay for all Services delivered and committed third‑party costs up to the effective date. Clauses intended to survive (including 7, 8, 9, 11, 14–18) shall continue in force.

1. Non‑Solicitation

During the term of any Agreement and for 12 months thereafter, neither party will solicit or employ any person directly involved in the delivery or receipt of the Services without the other’s prior written consent. If a breach occurs, the innocent party shall be entitled to recover damages for its actual losses.

1. Compliance & Ethics

Each party will comply with applicable laws including anti‑bribery and corruption, modern slavery, sanctions, export control and tax evasion facilitation. Zalara Tech maintains appropriate professional indemnity and public liability insurance and will provide evidence on request.

1. Third‑Party Products & EULAs

The Customer acknowledges that Third‑Party Products are governed by their vendors’ terms (including SLAs and support boundaries). Where a vendor modifies its terms or lifecycle policies, Zalara Tech is not responsible for resulting changes in features, performance or availability.

1. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including epidemic, war, terrorism, industrial action (not involving the affected party’s workforce), utility or internet failures.

1. Notices

Formal notices must be in writing and delivered by hand, recorded post or email to the addresses in the Agreement (or as updated by notice). Delivery is deemed when signed for (hand), at 09:00 on the second Business Day after posting (recorded post), or on successful transmission (email).

1. General

18.1 Assignment. Neither party may assign an Agreement without the other’s consent, not to be unreasonably withheld; Zalara Tech may assign to an affiliate or in connection with a merger or sale of business on notice.

18.2 Variation. Any variation must be in writing and signed or expressly agreed by authorised representatives.

18.3 No partnership/agency. The relationship is that of independent contractors; nothing creates an employment, partnership or agency relationship.

18.4 Severance. If any provision is held invalid, the remainder remains in force.

18.5 Entire Agreement. Each Agreement is the entire agreement for its subject matter and supersedes prior discussions and understandings.

18.6 Third‑party rights. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

18.7 Governing law. The Agreement and any dispute or claim arising out of it is governed by the law of England and Wales, and the courts of England have exclusive jurisdiction

Company details

Zalara Tech Ltd, a company incorporated in England & Wales (Company No: 16613851) with registered office at 2 Grosvenor Square, Southampton, SO15 2BE. VAT number: 497930238.