Terms and Conditions

Last updated: 1st June 2024

ACCEPTANCE OF TERMS
The following Terms and Conditions (“the Conditions”) are the terms on which Zarr provide services and supersedes all other terms and conditions. Zarr shall provide services to the Customer as described and specified in the proposal provided by Zarr to the Customer.

These Conditions shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales. In particular the Birmingham County Court or District Registry shall be the specific court of jurisdiction.

The headings in these Conditions are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning, or interpretation of any of the Conditions.

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions shall continue in full force and effect.

WEB SERVICES
You shall keep secure any identification, password and other confidential information relating to your account. You shall notify Zarr immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.

On reasonable notice to the Customer, Zarr shall take any and all steps it determines to be necessary to maintain the Services, which may include (without limitation) altering or suspending Services during maintenance. Zarr will try to ensure that such maintenance, alterations and suspensions to the Services occur outside of normal business hours.

In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years.

Provided that the Customers perform their obligations under these Conditions, Zarr represent and warrant that the Services will be provided with reasonable skill and due care. Zarr does not warrant that the operation of the Services will be uninterrupted, error-free or secure. Zarr’s sole liability for any breach of this warranty shall be to re-perform the affected Services. In the event that Zarr determines that re-performance is not commercially feasible, Zarr may terminate this Agreement and will receive payment for the work to date on a pro-rata basis. What is or is not commercially feasible shall be in the sole discretion of Zarr.

In no event will Zarr be liable for any claim or demands or damages, including without limitation, direct, indirect, incidental, special, consequential, or punitive damages arising out of the use or inability to use the Services or any content thereof for any reason. This disclaimer applies, without limitation, to any damages or injury, whether for any breach of contract, tort or otherwise caused; any failure of performance; error; omission; interruption; deletion; defect; delay in operation or transmissions; computer virus; file corruption; communication line failure; network or system outage; or theft, destruction, unauthorised access to, alteration of, or use of any record. In no event will Zarr’s liability under these Conditions exceed the Charges for the Services.

HOSTING
The Customer represents and warrants that the following content will not be stored on or linked to Zarr’s servers:

• Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any third party material or intellectual property in violation of any governmental regulation and/or without the proper authorisations.
• Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of Zarr.
• Copyrighted software that is distributed illegally – including pirated software, emulators, hacking, and password cracking. This also includes any sites which provide “links to” or “how to” information about such material.
• Spamming - i.e. the unsolicited sending of electronic mail messages is also prohibited and the Customer warrants and represents that there will be no practice of spamming in connection with the Services.

The Customer shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or mis-routing of email or for any other failure of email.

Zarr reserves the right to monitor any hosted website on the Server using manual or automated scripts to IP Addresses or to domain names to ensure system and Server security.

You will not have direct access to the server on which the Website is hosted and will only be allowed to administer the Website through controlled administration screens provided by us. 

We will not grant you, or any third party, FTP access to any of our platform.

We will not be liable for any failure to provide, or for any defective or delayed provision of, the Hosting and Support Services by any sub-contractor

Zarr will not be held responsible for any inaccuracies or errors, delays or unobtainability arising from the site or the host for any reason whatsoever. Any problems with the site must be reported as soon as possible and will be rectified as soon as practical. No responsibility will be accepted as to any losses or problems arising from the site for any reason unless specifically agreed beforehand.

If payment is not received by Zarr for hosting by the due date on the invoice Zarr reserves the right to terminate the hosting. Hosting will only be reinstated on receipt of a £150 +VAT reactivation fee.

For any hosting cancelled by the Customer there will be no reimbursement on any contracted period remaining.

Hosting may be suspended may be suspended without notice (if giving notice is not reasonably practicable), where: 

- suspension is required by applicable law or is compelled by a competent authority. 
- Hosting Services or the Website are being used in breach of this Agreement
- you do not co-operate with us or our sub-contractor’s investigation of any suspected violation of the AUP or breach of this Agreement
- we or any sub-contractor we may employ reasonably believes that the suspension of the Hosting Service is necessary to protect you, our or the sub-contractors’ systems or networks or other clients of ours.

SUPPORT
Support Services operate from 9am-4:30pm, Monday-Friday, excluding public holidays in the United Kingdom. We reserve the right to change the days and/or times on which the Support Services operate by giving to you 5 days written notice to that effect. You may be provided with or request 24x7 support contact details, Zarr will have sole discretion as to if these details will be provided.

DOMAIN NAME RESERVATION & RENEWAL
Domain names are registered with the most suitable provider at the time. Zarr reserve the right to register and host with the most suitable company.

For any .UK domain names, these are registered direct with Nominet under the ZARR IPSTAG.  You should be aware of Nominet's terms and conditions of domain name registration which can be read here.

Zarr assume no responsibility whatsoever for any problems arising from these choices, and the site owner must abide by any such terms put forward by the host.

All domain names remain the property of Zarr until the balance on the customer's account has been cleared in full.

To report any abuse such as phishing or spam, please email abuse[at]zarr.com and someone will get back to you within 1-2 business days.

If payment is not received by Zarr for domain name reservation or renewal by the due date on the invoice, Zarr reserves the right to disable the domain names – stopping access or use of the domain names on the internet.  Domain names will only be re-enabled on receipt of a £100 +VAT reactivation fee per domain name.

WEBSITE DESIGN
A payment of 50% of the initial quote is required (unless agreed otherwise in your quotation) as deposit on any commission, prior to beginning work. Deposits are non refundable. The remaining payment is payable on completion.

The remaining payment must be paid on time, in accordance with the invoice date. Failure to pay on time will result in interest being added to the amount owed, [at a simple rate of 8% per annum] with such interest accruing at a daily rate. The website design, remains the property of Zarr until the balance on the customers account has been cleared in full.

If a job extends for longer than the estimated times or develops in a way which increases costs or times scales, then staggered payments may be implemented until completion.

In the case of funded projects Zarr must be notified that the project is being funded and be informed as to how the payment schedule should be arranged to adhere to the funding requirements.

If after beginning work on an agreed quotation the user-requirements change, then these will be deemed new requirements and quoted for accordingly. Quotations provided will specify future development costs and ongoing costs, so that you can plan for future growth of the website.

Websites provided on a 'design only' basis are the property and responsibility of the client following publication and payment, unless otherwise specified.

If an organisation ceases to trade after work has commenced, any outstanding balance must still be paid.

Any errors or omissions on the Customer's part are not Zarr's responsibility and therefore Zarr cannot be held in any way accountable. Zarr work with the images and copy supplied by the client and does not edit this content.

All work carried out and company requirements remain subject to client confidentiality.

The site design will be deemed to be complete when you agree to publication. The site will be published subject to payment as agreed in the contract, whether written or verbal.

On receipt of full payment, Zarr will assign design rights and copyright to the customer for the website design and logo(s). Zarr will not assign the Intellectual Property rights to the customer for the Online Payment mechanism, Administration area or Content Management software. However, whilst the website is hosted with Zarr, Zarr will license the customer to use this software.

Zarr may at times periodically update Online Payment mechanisms, Administration area or Content Management software to the latest version to keep the software up to date. However, due to the speed of evolution of the internet, web browser and internet technology it may not be commerically viable to do this for all websites.

Zarr reserve the right to promote websites developed by Zarr as part of their portfolio and their promotional activities.

Zarr reserve the right to alter these terms without notice, and whilst every effort is made to be accurate and up to date, errors and omissions are excluded.

DATA PROTECTION

In this section, the "DPA" means the Data Protection Act 1998 and any replacement or supplemental legislation including GDPR; and the terms "process" (and its derivatives), "data controller" and "personal data" shall have the meanings given to them in the DPA.

1. In order for us (or our Subcontractors) to provide the Services, you may need to supply certain information or data to us. Where such information or data constitutes personal data we shall only undertake processing of that personal data of which you are a data controller (referred to hereafter as the "Relevant Personal Data") for the purposes of, and to the extent reasonably required, to enable us to perform our obligations under this Agreement.
2. You have engaged Zarr as a data processor in order for Zarr to provide services to you.
3. You acknowledge that, in respect of all Relevant Personal Data that you provide to us, or that we host on our servers on your behalf, you are the data controller and Zarr is the data processor. Zarr confirms that we have no independent right over your data and that we only process data based on instructions from you as the data controller or members of your staff.
4. Zarr may engage the owners of, and use, any one or more or all of Amazon Web Services, Google Cloud Platform, Entanet International Ltd, XERO and Microsoft Azure as a sub processor to support Zarr’s provision of it's services.
5. Zarr shall bring into effect and maintain appropriate technical and organisational measures to maintain security of the Relevant Personal Data; and to prevent unauthorised or unlawful access to or processing of Relevant Personal Data and accidental loss or destruction of, or damage to, Relevant Personal Data, in accordance with our Privacy Policy.
6. Zarr shall each ensure that only Authorised Persons who have a ‘need to know’ will be authorised to process any Relevant Personal Data and that Zarr remedying technical problems in connection with Zarr’s Services may be considered to be Processing and that therefore the Customer shall ensure that it includes in the End User Terms and Conditions an authorisation by the End User for such Processing.
7. We may not transfer any Relevant Personal Data to a country or territory outside the European Economic Area which is not deemed by the applicable data protection regulator(s) to provide an adequate level of protection other than in compliance with your instructions, provided that those instructions shall be deemed to include any transfers which are necessary in connection with the provision of the Services where subject to adequate safeguards including those prescribed by clauses above.
8. if the data subject of any Relevant Personal Data who is an End User of yours makes a written request to Zarr for access to Relevant Personal Data, Zarr shall notify you and refer the data subject to you (as data controller) to respond to the request.
9. we shall promptly notify you, if we become aware that any End User personal data provided to us by you has been the subject of a Data Breach and we shall consult with you (both Parties acting reasonably) regarding what measures and actions are necessary to mitigate or remedy the effects of the Data Breach.
10. You agree that we may collect Relevant Personal Data from you via our Web Site and that we may hold all names and other information in a computerised database for the following purposes (including but not limited to):
    • submission to a credit reference agency;
    • to establish and manage your account, including providing notifications to you regarding your account;
    • to provide you with information or support which you request;
    • to inform you about new services; and
    • to bill and collect for services.
11. The information we request may include Relevant Personal Data such as your name, billing and shipping address, telephone number or e-mail address. It is solely your choice whether or not you provide this Relevant Personal Data. However, should you choose not to provide such information, we may be unable to process an order or fulfil a service or display certain content on our Web Site.
12. It shall be your responsibility to keep any Relevant Personal Data up to date and you warrant and undertake to us that you have used reasonable endeavours to ensure that all of your personal data and contact details are accurate and complete.
13. We do not sell or rent Relevant Personal Data to third parties.
14. We will comply with the Data Protection Act 1998 (the “Act”) and any replacement or supplemental legislation including GDPR, in order to safeguard any Relevant Personal Data (as defined by such Act) which you pass to us, in accordance with our Privacy Policy.
15. Zarr will delete all backed up data approximately 30 days after a Customer has ceased the use of Zarr's services.
16. You acknowledge that we may, from time to time, be required under regulations and/or legislation to co-operate with and/or disclose provide Relevant Personal Data, communications content and/or traffic data to an appropriate judicial, law enforcement or government authority lawfully requesting such information.
17. You agree that in order to improve the service we provide to you we may record and/or listen to calls received by our office.
18. The customer indemnifies and holds harmless Zarr, its related corporations, their officers, directors and employees against any liability arising directly or indirectly out of or in connection with the performance Zarr's obligations under this Agreement or any breach of this Agreement by its employees, agents or sub contractors (including settlement, costs, charges and expenses and/or portions thereof), suffered or incurred by Customer.

WEBSITE COPY
Zarr does not prepare copy for websites. If the services of a copy writer are required for the site Zarr would recommend that the client employs the services of a professional copywriter with experience of writing for websites. 

Zarr are not responsible for ensuring that the Website complies with any laws, regulations, rules or codes with which you and/or the Website are obliged to comply. 

PCI-DSS COMPLIANCE
This Visa and Mastercard standard is an evolving requirement for any organisations taking electronic or in-shop payments using debit or credit cards. Your website will be developed with a Third Party hosted payment solution, integrated into the new website. This will allow you, on completion of a PCI-DSS questionnaire to have a PCI-DSS compliant website.  

As the PCI-DSS standard is ever evolving, Zarr does not guarantee that your website will always be PCI-DSS compliant and if in the future it fails to be compliant, Zarr will be able to do the necessary changes for an agreed fee.

SEARCH ENGINE PLACEMENT
A search engine placement service is not included in the web site design costs and where appropriate is detailed separately with the relevant costs in the customer proposal.

CUSTOMER WARRANTY
The Customer shall indemnify, defend, save and hold Zarr harmless from any and all liabilities, including legal fees and costs arising out of third party claims against Zarr arising from or in any manner connected with the Customer’s use or misuse of the Services in any manner not specifically authorised by Zarr.

TERMINATION PROVISIONS
Zarr reserve the right to suspend or terminate all or part of the Services with immediate effect and without notice, where there has been a breach by the Customer of these Terms and Conditions or failure to pay charges outstanding. Either party may terminate the Services with or without cause on giving 30 days written notice to the other. Secure Certificate (SSL) renewal terminations require 90 days written notice. Contracted dates to any applicable service will still apply. Termination of this agreement will be without prejudice to any accrued rights of either party.

COMMENCING WORK ON NEW PROJECTS
For Zarr to start work on the development of the web solution outlined in the proposal please sign and date the printed contract you receive in the post to show your agreement to the Terms and Conditions.

ACCEPTANCE OF THESE TERMS AND CONDITIONS
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE TERMS AND CONDITIONS BEFORE PAYING ANY INVOICES. RECEIPT OF ANY PAYMENT, OR PAYMENT OF ANY INVOICES WILL BE DEEMED TO BE ACCEPTANCE OF THE TERMS AND CONDITIONS AND THAT YOU WISH TO BE BOUND BY THE TERMS AND CONDITIONS. IF THERE ARE ANY TERMS THAT YOU DO NOT UNDERSTAND OR DO NOT WISH TO AGREE CONTACT ZARR.