Terms and Conditions

1. Introduction and Agreement

Welcome to Zylnux. These Terms and Conditions ("Terms") govern your use of the website located at zylnux.com (the "Website") and any services, including consultation, hardware provision, software configuration, and support ("Services"), provided by Zylnux Ltd ("we", "us", "our", "Zylnux"). Zylnux Ltd is a company registered in England and Wales under company number 12345678, with our registered office at Level 39, One Canada Square, Canary Wharf, London, E14 5AB.

By accessing the Website or engaging our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our Website or Services. For business clients, these Terms apply alongside any specific Master Service Agreement (MSA) or Statement of Work (SOW) executed between us. In case of any conflict, the terms of the MSA or SOW shall prevail.

2. Definitions

• "Client," "you," "your" refers to the individual, company, or organisation using our Website or engaging our Services.
• "Services" refers to all work undertaken by Zylnux, including but not limited to, Linux system consultation, design, hardware procurement and assembly, software installation and configuration, performance tuning, security audits, and ongoing support.
• "Deliverable" means any hardware, software, documentation, report, or other component produced by us for you as part of the Services.
• "Intellectual Property Rights" means all patents, rights to inventions, copyright, trademarks, business names, domain names, rights in get-up, goodwill, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether registered or unregistered.
• "Confidential Information" means any information disclosed by one party to the other which is designated as confidential or which ought reasonably to be considered confidential, including business secrets, client data, and system configurations.

3. Use of the Website

The content and design of this Website are our exclusive property. You are granted a limited, non-exclusive license to access and view the content for informational purposes. You agree not to:

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Website without our prior written consent.
• Use the Website for any purpose that is unlawful or prohibited by these Terms.
• Use any automated system, such as "robots," "spiders," or "offline readers," to access the Website in a manner that sends more request messages to our servers than a human can reasonably produce in the same period by using a conventional on-line web browser.

4. Our Services and Statements of Work

4.1. Consultation and Scoping

All service engagements begin with a consultation process to define the scope of work. The specific Services to be provided, along with timelines, deliverables, and fees, will be detailed in a formal Statement of Work (SOW) or proposal, which requires your written approval before work commences. Each SOW, once signed, forms a binding contract incorporating these Terms.

4.2. Hardware and Software

For Services involving the provision of hardware, we will specify the components in the SOW. Title to any hardware passes to you upon full payment for that hardware. We ensure that all software provided is legitimately sourced and licensed. You are responsible for complying with the license terms of any third-party software installed on your systems.

4.3. Service Delivery

We will perform the Services with reasonable skill, care, and diligence, in accordance with industry best practices. While we will use all reasonable endeavours to meet any performance dates specified in the SOW, any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

5. Client Obligations

To enable us to perform our obligations, you agree to:

• Co-operate with us in all matters relating to the Services.
• Provide, in a timely manner, such information, access to premises, and system credentials as we may reasonably require.
• Ensure that all information provided to us is complete and accurate in all material respects.
• Be responsible for any data loss or corruption unless it is caused by our gross negligence. We strongly advise you to maintain complete and current backups of your data at all times.

6. Fees and Payment

Fees for the Services will be set out in the applicable SOW. Unless otherwise specified in the SOW:

• For hardware-inclusive projects, a deposit of at least 50% of the hardware cost is required before procurement.
• For consulting and support services, invoices will be issued monthly in arrears or as per the milestones defined in the SOW.
• All invoices are payable within 30 days of the invoice date.
• All amounts are exclusive of VAT, which will be added at the applicable rate.
• We reserve the right to charge interest on any overdue amounts at a rate of 4% per annum above the Bank of England's base rate from time to time.

7. Intellectual Property Rights

We retain all Intellectual Property Rights in any pre-existing materials, tools, and software used to provide the Services ("Zylnux IPR"). We grant you a non-exclusive, perpetual, royalty-free license to use the Zylnux IPR to the extent necessary to receive the benefit of the Services.

You retain all Intellectual Property Rights in any materials you provide to us ("Client IPR"). You grant us a non-exclusive, royalty-free license to use the Client IPR for the sole purpose of providing the Services.

Upon full payment, we assign to you all Intellectual Property Rights in the specific custom configurations and documentation created exclusively for you as a Deliverable, excluding any Zylnux IPR or third-party components contained therein.

8. Confidentiality

Each party agrees to keep the other's Confidential Information secure and not to disclose it to any third party without prior written consent, except as required by law or to its professional advisors under an obligation of confidentiality. This duty of confidence shall continue after the termination of our engagement.

9. Warranties and Limitation of Liability

9.1. Warranties

We warrant that the Services will be provided with reasonable care and skill. For hardware supplied by us, we will pass on the benefit of any manufacturer's warranty to you. We do not provide any separate warranty for hardware or third-party software.

9.2. Limitation of Liability

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

Subject to the preceding clause, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with our agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.

Our total liability to you for all other losses arising under or in connection with our agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total fees paid by you for the specific Service or SOW from which the claim arises.

10. Termination

Either party may terminate the agreement for Services by giving the other party 30 days' written notice, unless a different notice period is specified in an SOW or MSA.

Without affecting any other right or remedy, either party may terminate the agreement with immediate effect by giving written notice if the other party commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.

Upon termination, you shall immediately pay all of our outstanding unpaid invoices and interest. For Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

11. General Provisions

11.1. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

11.2. Entire Agreement

These Terms, along with any applicable SOW or MSA, constitute the entire agreement between the parties and supersede all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.3. Variation

We may revise these Terms from time to time by updating this page. The revised terms will take effect when they are posted. No other variation of the agreement shall be effective unless it is in writing and signed by the parties.

11.4. Governing Law and Jurisdiction

This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

12. Contact Us

If you have any questions about these Terms, please contact us at:

Zylnux Ltd.
Level 39, One Canada Square
Canary Wharf, London, E14 5AB
Email: [email protected]
Phone: +44 20 7946 0123