Terms & Conditions

Definitions

In this Agreement, the following terms shall have the meanings set out below:

• "Agreement" means these Terms and Conditions together with any Statement of Work, schedules, and annexures.
• "Charges" means the fees, rates, and charges payable by the Client as set out in a Statement of Work or invoice.
• "Confidential Information" means all information, whether written or oral, disclosed by either party that is designated as confidential or that reasonably ought to be understood as confidential.
• "Data Protection Laws" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor or equivalent legislation.
• "Intellectual Property Rights" means all patents, rights to inventions, copyright, trade marks, trade secrets, know-how, and all other intellectual property rights.
• "Personal Data" has the meaning given under Data Protection Laws.
• "Services" means the business process outsourcing, customer support, call centre, and related services to be provided by Zonex under any Statement of Work.
• "Statement of Work" or "SOW" means a written document specifying the scope, deliverables, timelines, and Charges for a particular engagement, signed by both parties.
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England.

Agreement & Acceptance

This Agreement comes into effect on the earliest of: (a) the Client's signature of a Statement of Work; (b) the Client's written acceptance of a quotation; or (c) the Client's first payment of any Charges.

These Terms and Conditions supersede all prior representations, negotiations, and agreements between the parties relating to the subject matter hereof. Any terms proposed by the Client in any purchase order, confirmation, or other document shall have no legal effect unless expressly accepted by Zonex in writing signed by an authorised representative.

Zonex reserves the right to update these Terms and Conditions. Continued engagement of Services after notification of changes constitutes acceptance of the revised terms.

Services & Scope

Zonex shall provide the Services as described in the applicable Statement of Work. Zonex will use reasonable skill and care in providing the Services and will allocate sufficient resources to meet the agreed deliverables.

Any change to the scope, volume, or specification of the Services must be agreed in writing by both parties via a Change Order before implementation. Zonex is not obliged to perform out-of-scope work and may charge additional Charges for any work performed at the Client's request that falls outside the agreed SOW.

Zonex may subcontract any part of the Services but shall remain responsible for the performance of any subcontractor as if it had performed the relevant Services directly.

Statements of Work

Each engagement shall be governed by a separately executed Statement of Work. In the event of any conflict between these Terms and a SOW, the terms of the SOW shall prevail in respect of that engagement only.

No SOW shall be binding until signed in writing by authorised representatives of both parties. Electronic signatures shall be deemed valid for this purpose.

Each SOW shall specify: (a) scope of Services; (b) agent headcount and roles; (c) Charges and billing cycle; (d) performance KPIs where agreed; (e) initial term and renewal conditions.

Fees & Payment

The Client shall pay all Charges as specified in the applicable SOW or invoice. Unless otherwise stated in a SOW, the following payment terms apply:

• Invoicing: Zonex shall invoice the Client monthly in advance on the first Working Day of each month.
• Payment Due: All invoices are due and payable within 30 days of the invoice date (Net 30).
• Currency: All Charges are stated in the currency specified in the SOW (GBP, USD, or PKR). Currency conversion costs are borne by the Client.
• Late Payment Interest: Without prejudice to any other right or remedy, if any sum due is not paid by the due date, Zonex reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment. This right is expressly reserved pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
• Suspension: If any invoice remains unpaid for more than 14 days after the due date, Zonex may, at its sole discretion and without liability, suspend all or any part of the Services until full payment (including accrued interest) is received.
• Debt Recovery Costs: In the event Zonex instructs legal counsel or a debt collection agency to recover overdue amounts, the Client shall bear all reasonable costs of recovery, including legal fees, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
• Taxes: All Charges are exclusive of applicable taxes, including VAT, sales tax, withholding tax, or any equivalent. The Client is responsible for all such taxes and shall gross up payments so that Zonex receives the full invoiced amount net of any withholding obligations.
• Set-off: The Client shall not be entitled to set off, withhold, or deduct from any payment any amounts claimed to be owed by Zonex unless agreed in writing.

Confidentiality

Each party ("Receiving Party") undertakes that it shall keep confidential all Confidential Information received from the other party ("Disclosing Party") and shall not disclose such information to any third party without the prior written consent of the Disclosing Party.

The obligations under this clause shall not apply to information that: (a) is or becomes publicly known other than through a breach of this clause; (b) was in the Receiving Party's lawful possession before disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives maximum practicable advance notice to the Disclosing Party.

Each party shall limit disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by obligations of confidentiality no less protective than those set out herein.

Duration: These confidentiality obligations shall survive the termination or expiry of this Agreement for a period of five (5) years.

Data Protection

Where Zonex processes Personal Data on behalf of the Client in connection with the Services, the following shall apply:

• The Client shall be the Data Controller and Zonex shall act as the Data Processor as those terms are defined under Data Protection Laws.
• Zonex shall process Personal Data only on the documented instructions of the Client and for no other purpose.
• Zonex shall implement appropriate technical and organisational security measures to protect Personal Data against unauthorised access, accidental loss, destruction, or damage.
• Zonex shall not transfer Personal Data outside the UK or European Economic Area without the prior written consent of the Client and the implementation of appropriate safeguards as required by Data Protection Laws.
• Zonex shall, upon request, assist the Client in fulfilling its obligations under Data Protection Laws, including responding to data subject requests.
• Upon termination of this Agreement, Zonex shall, at the Client's direction, securely delete or return all Personal Data.
• Zonex shall notify the Client without undue delay (and in any event within 72 hours) upon becoming aware of a Personal Data breach.
• The Client warrants that it has all necessary consents, rights, and lawful basis to share Personal Data with Zonex for the purposes of the Services.

The parties shall, where required by Data Protection Laws, enter into a separate Data Processing Agreement on terms consistent with this clause.

Intellectual Property

Client IP: All Intellectual Property Rights in materials, data, systems, and information provided by the Client remain vested in the Client. The Client grants Zonex a non-exclusive, non-transferable licence to use such materials solely for the purpose of providing the Services.

Zonex IP: All Intellectual Property Rights in Zonex's pre-existing methodologies, tools, templates, systems, and know-how remain vested exclusively in Zonex. Nothing in this Agreement transfers any rights in Zonex's proprietary technology or processes to the Client.

Deliverables: Unless expressly agreed otherwise in a SOW, all deliverables and work product created by Zonex specifically for the Client under a SOW shall, upon full payment of all Charges, vest in the Client. Zonex retains the right to retain copies for record-keeping and quality purposes.

Warranties

Zonex warrants that:

• It has the legal right and authority to enter into this Agreement and to provide the Services;
• The Services will be performed with reasonable care, skill, and diligence;
• It will comply with all applicable laws and regulations in performing the Services;
• It will maintain adequate insurance cover throughout the term of this Agreement.

Client warrants that:

• It has the legal right and authority to enter into this Agreement;
• All information, materials, and data provided to Zonex are accurate, complete, and lawfully held;
• It has obtained all necessary consents and permissions for Zonex to process Personal Data as required by the Services.

All other warranties, conditions, or representations not expressly stated in this Agreement are excluded to the fullest extent permitted by applicable law.

Limitation of Liability

Exclusion of Consequential Loss: Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data, or business interruption, arising out of or in connection with this Agreement, howsoever caused and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

Cap on Liability: Subject to the paragraph below, Zonex's total aggregate liability to the Client arising out of or in connection with this Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total Charges paid or payable by the Client to Zonex in the six (6) month period immediately preceding the event giving rise to the claim.

Uncapped Liability: Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.

Indemnification

The Client shall indemnify, defend, and hold harmless Zonex and its officers, directors, employees, and agents against all claims, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of this Agreement;
• Any claim by a third party that the Client's materials, data, or instructions infringe any third party's rights;
• The Client's violation of any applicable law or regulation;
• Any negligent or wrongful acts or omissions of the Client or its employees, agents, or representatives.

Term & Termination

Term: This Agreement commences on the Effective Date and continues until terminated in accordance with this clause. Each SOW shall specify its own initial term and auto-renewal provisions.

Termination for Convenience: Either party may terminate this Agreement or any SOW by giving the other party not less than 30 days' prior written notice, provided the initial term of the applicable SOW has expired.

Termination for Cause: Zonex may terminate this Agreement or any SOW with immediate effect by written notice if:

• The Client fails to pay any sum due by the due date and such failure continues for more than 14 days after written demand;
• The Client commits a material breach of this Agreement and (where such breach is capable of remedy) fails to remedy it within 14 days of receiving written notice;
• The Client becomes insolvent, enters administration, receivership, or any analogous process in any jurisdiction.

Consequences of Termination: Upon termination or expiry of this Agreement: (a) all outstanding Charges shall become immediately due and payable; (b) each party shall promptly return or destroy the other's Confidential Information; (c) Zonex shall cease provision of the Services on the effective date of termination; (d) clauses that by their nature survive termination shall continue in full force.

Force Majeure

Neither party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control ("Force Majeure Event"), including without limitation acts of God, war, terrorism, pandemic, government action, civil unrest, failure of telecommunications or power supply, or natural disaster.

The party affected by a Force Majeure Event shall promptly notify the other party in writing and shall take reasonable steps to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than 30 days, either party may terminate the Agreement on 14 days' written notice without liability, except in respect of accrued Charges.

Governing Law

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 its subject matter or formation.

Nothing in this clause shall limit Zonex's right to seek interim relief, including injunctive relief, in any jurisdiction where necessary to protect its rights.

Dispute Resolution

Step 1 — Negotiation: If any dispute arises between the parties, the parties shall first attempt to resolve it through good-faith negotiation between senior representatives of each party for a period of 14 days from the date on which one party notifies the other in writing of the dispute.

Step 2 — Mediation: If the dispute is not resolved through negotiation within 14 days (or such longer period as the parties agree), either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The costs of mediation shall be shared equally unless the mediator recommends otherwise.

Step 3 — Litigation: If the dispute is not resolved through mediation within 30 days of appointment of a mediator, either party may refer the matter to the courts of England and Wales in accordance with Clause 14.

Nothing in this clause shall prevent either party from seeking urgent interim or emergency relief from a court of competent jurisdiction at any stage.

General Provisions

Entire Agreement: This Agreement (together with any SOWs) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, agreements, negotiations, and understandings, whether written or oral. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in this Agreement.

Amendments: No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by authorised representatives of both parties.

Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude the further exercise of that right, power, or privilege.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remainder of this Agreement shall continue in full force and effect.

Assignment: The Client shall not assign, transfer, subcontract, or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of Zonex. Zonex may assign this Agreement to any affiliate or successor entity without the Client's consent, provided it notifies the Client promptly.

Notices: Any notice given under this Agreement shall be in writing and sent by email to the address specified in the applicable SOW or as otherwise notified in writing. Notices sent by email shall be deemed received at the time of transmission, provided no delivery failure notification is received.

Third Party Rights: This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, or joint venture relationship between the parties.

Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.