Zilter

These Terms and Conditions are entered into between the Customer and Zilter Technologies Limited, a company registered in England and Wales with company number 14449482 and with its registered address at 82, Burgundy Drive, Hemel Hempstead, HP2 7DB (“Zilter”). These Terms and Conditions, together with the Order, form an Agreement between the Customer and Zilter. In the event of any inconsistency between the details listed in the Order and these Terms and Conditions, the details listed in the Order shall prevail. These Terms and Conditions shall, together with the Order, be referred to herein as the “Agreement”.

1.Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.

Authorized Users: those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation, as further described in Clause 3.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 12.5 or Clause 12.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organizational measures: as defined in the Data Protection Legislation.
Customer Content: the data from the Customer’s software system which is inputted into the Software by the Customer, Authorized Users in relation to the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Effective Date: the date of this Agreement.
Fees: the Fees payable by the Customer to Zilter for the Services, as set out in Clause 10.
Customization fee: the one-off Fees payable by the Customer to Zilter for customizing the system to meet the user requirements where applicable.
One time setup fee: the one-off Fees payable by the Customer to Zilter for setting up the system and providing the training.

Documentation: the document made available to the Customer by Zilter online via Zilter.io or such other web address notified by Zilter to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Exclusive offer: any special offer indicated on the Order.
Initial Term: the initial term as set out in the Order.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Order: the Order attached to these Terms and Conditions.
Platform: means the Zilter platform or software to which Zilter provides access pursuant to the Services.
Renewal Period: the period described in Clause 15.1.
Services: the services provided by Zilter to the Customer under this Agreement as set out in the Order.
Software: the online software applications provided by Zilter as part of the Services.
Support Services: the support services provided to the Customer by Zilter as part of the Services.
Term: the Initial Term together with any Renewal Periods.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Orders

The Services provided by Zilter hereunder shall be set out in the Order submitted by the Customer.

This Agreement incorporates and is subject to the contents of the Order. In the event of any conflict between the terms of this Agreement and details set out in the Order, the Order shall prevail.

3. Authorised Users

Zilter hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the number of individual Authorised Users set out in clause 3 and the order to use the Services and the Documentation during the Term solely for the Customer's internal business operations.
In relation to the Authorised Users, the Customer undertakes that:
1. each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential;
2. it shall permit Zilter or Zilter's designated auditor to audit the Services in order to establish the name and password of each Authorised User and Zilter's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Zilter's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property; and Zilter reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

The Customer shall not:
1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3. use the Services and/or Documentation to provide services to third parties; or
4. subject to Clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 3; or
6. introduce or permit the introduction of, any Virus into Zilter's network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Zilter.
The rights provided under this Clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Zilter Services

Zilter shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

Where the Customer requires any additional customisation or integration support, Zilter shall provide this subject in line with its standard service rates as advised to the Customer from time to time.

5. Customer Content

The Customer shall own all right, title and interest in and to all of the Customer Content that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Content.
Zilter shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Content available at Zilter.co or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Zilter in its sole discretion.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that:
1. if Zilter processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the controller and Zilter is the processor for the purposes of the Data Protection Legislation.
2. the personal data will be transferred and stored inside the EEA or in the country where the Customer and the Authorised Users are located in order to carry out the Services and Zilter's other obligations under this Agreement.
Without prejudice to the generality of Clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Zilter for the duration and purposes of this Agreement so that Zilter may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf.
Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
The Customer consents to Zilter appointing each Third Party Processors as a third-party processor of personal data under this Agreement. Zilter confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which Zilter confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Zilter, Zilter shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 5.
Either party may, at any time on not less than 30 days' notice, revise this Clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

Zilter shall follow its archiving procedures for Customer Content as set out in its back-up policy in force from time to time, as such document may be amended by Zilter in its sole discretion from time to time. In the event of any loss or damage to Customer Content, the Customer's sole and exclusive remedy against Zilter shall be for Zilter to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by Zilter in accordance with the archiving procedure described in its relevant back-up policy. Zilter shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by Zilter to perform services related to Customer Content maintenance and back-up for which it shall remain fully liable under Clause 5.9).
Without prejudice to the generality of Clause 5.4, Zilter shall, in relation to any personal data processed in connection with the performance by Zilter of its obligations under this Agreement:
1. process that personal data only on the documented written instructions of the Customer unless Zilter is required by the laws of any member of the European Union or by the laws of the European Union applicable to Zilter and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Zilter is relying on Applicable Laws as the basis for processing personal data, Zilter shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Zilter from so notifying the Customer;
2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
  1. the Customer or Zilter has provided appropriate safeguards in relation to the transfer;
  2. the data subject has enforceable rights and effective legal remedies;
  3. Zilter complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
  4. Zilter complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
3. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4. notify the Customer without undue delay on becoming aware of a personal data breach;
5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
6. maintain complete and accurate records and information to demonstrate its compliance with this Clause 5 and immediately inform the Company if, in the opinion of Zilter, an instruction infringes the Data Protection Legislation.

6. Third party providers

Zilter makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party in relation to the Services.

Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Zilter. Zilter recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Zilter does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.Zilter’s Obligations

Zilter undertakes that the Services will be performed substantially in accordance with the Documentation, with reasonable skill and care and in accordance with the service levels set out in Clause 8.
The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Zilter's instructions, or modification or alteration of the Services by any party other than Zilter or Zilter's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Zilter will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1.
This Agreement shall not prevent Zilter from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

Zilter:
1. does not warrant that:
  1. the Customer's use of the Services will be uninterrupted or error-free; or
  2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Zilter warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8. Support Services

Zilter will make the Support Services available to the Customer upon request, available 0900-1700 hours Monday to Friday UK time.

Support Services shall be provided pursuant to Zilter’s response policy provided to the Customer from time to time.

9.Customer's obligations

provide Zilter with:
1. all necessary co-operation in relation to this Agreement; and
2. all necessary access to such information as may be required by Zilter;
3. in order to provide the Services, including but not limited to Customer Content, security access information and configuration services;
without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Zilter, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by Zilter from time to time; and

carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Zilter may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Zilter's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

10. Charges and payment

The Customer shall pay the Fees to Zilter for the Services in accordance with this Clause 10 and the Order.
Zilter shall be entitled to invoice the Customer for the Fees payable in respect of the Order on any dates or at such intervals as set out in the Order
The Customer shall pay each invoice on the date set out in the Order or, if no such date is listed, within 7 days after the date of such invoice.
If Zilter has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Zilter:
1. Zilter may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Zilter shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank Plc's from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

The Customer shall on the Effective Date provide to Zilter valid, up-to-date and complete credit card details or approved purchase order information acceptable to Zilter and any other relevant valid, up-to-date and complete contact and billing details.
All amounts and fees stated or referred to in this Agreement:
1. shall be payable in pounds sterling or US dollars;
2. are, subject to Clause 14.3(b), non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added to Zilter's invoice(s) at the appropriate rate.
Zilter shall be entitled to increase the Fees in any subsequent Order submitted by the Customer whether or not such Order relates to the same or similar Services previously provided.
The Customer shall not be required to pay the Fees during any Free Trial Period however the remainder of the obligations in this Agreement shall apply to them during such time. Upon expiry of any Free Trial Period, the Customer shall be deemed to have commenced a new Term in accordance with the provisions of this Agreement.

11. Proprietary rights

The Customer acknowledges and agrees that Zilter and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
Zilter confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

12. Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party's lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

Subject to Clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Zilter's Confidential Information.
Zilter acknowledges that the Customer Content is the Confidential Information of the Customer.
The above provisions of this Clause 12 shall survive termination of this Agreement, however arising.

13.Indemnity

The Customer shall defend, indemnify and hold harmless Zilter against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
1. the Customer is given prompt notice of any such claim;
2. Zilter provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
3. the Customer is given sole authority to defend or settle the claim.
Zilter shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
1. Zilter is given prompt notice of any such claim;
2. the Customer provides reasonable co-operation to Zilter in the defence and settlement of such claim, at Zilter's expense; and
3. Zilter is given sole authority to defend or settle the claim.

In the defence or settlement of any claim, Zilter may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall Zilter, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
1. a modification of the Services or Documentation by anyone other than Zilter; or
2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Zilter; or
3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Zilter or any appropriate authority.
The foregoing and Clause 14.3(b) state the Customer's sole and exclusive rights and remedies, and Zilter's (including Zilter's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Indemnity

Except as expressly and specifically provided in this Agreement:

the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Zilter shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Zilter by the Customer in connection with the Services, or any actions taken by Zilter at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in this Agreement excludes the liability of Zilter:
1. for death or personal injury caused by Zilter's negligence; or
2. for fraud or fraudulent misrepresentation.

Subject to Clause 14.1 and Clause 14.2:
1. Zilter shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
2. Zilter's total aggregate liability in contract (including in respect of the indemnity at Clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid during the 6 months immediately preceding the date on which the claim arose.

14. Limitation of liability

Except as expressly and specifically provided in this Agreement:
1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Zilter shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Zilter by the Customer in connection with the Services, or any actions taken by Zilter at the Customer's direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
3. the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in this Agreement excludes the liability of Zilter: for death or personal injury caused by Zilter's negligence; or for fraud or fraudulent misrepresentation.

Subject to Clause 14.1 and Clause 14.2:
1. Zilter shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
2. Zilter's total aggregate liability in contract (including in respect of the indemnity at Clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid during the 6 months immediately preceding the date on which the claim arose.

15. Term and termination

This Agreement shall, unless otherwise terminated as provided in this Clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 3 years (each a Renewal Period), unless:

either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this Agreement;

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:.

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.2(d) to Clause 15.2(j) (inclusive); or
the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
if the exclusive satisfaction gurantee offer is included in the order will allow the customer to exit the agreement before the contract term signed for with a prorata refund valid after 6 months.

16. Force majeure

Zilter shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes

(whether involving the workforce of Zilter or any other party), failure of a utility service or transport or telecommunications network, 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, provided that the Customer is notified of such an event and its expected duration.

17. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

18. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under Clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.

23. Assignment

The Customer shall not, without the prior written consent of Zilter, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Zilter may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Notices

Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

27. Governing law

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.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or

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