Zeroox Limited, is registered in the UK under company number 13899429 and has our registered office at Cranfield Innovation Centre, Cranfield University Technology Park, University Way, Cranfield, MK43 0BT. In these terms and conditions, “Zeroox”, “we” “us” and “our'' refer to Zeroox Limited (“Your Zeroox”) trading as www.urzeroox.com (“Our Site”), and all related web sites, downloadable software, mobile applications (including tablet applications), and other services provided by us and on which a link to this Privacy Notice is displayed, and all other communications with individuals though from written or oral means, such as email or phone (collectively, together with the Site, our “Service”). 

​

​The Zeroox Services are offered to Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the Zeroox Services. When the Zeroox Services are used by a Client, these Terms form a legally binding contract between Client and Zeroox Limited. If you are entering into these Terms with your employer or an entity’s identifications, or on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the terms “you,” “your”, “customer” or a related capitalised term herein will refer to such Client.

​

You may not access or use any Services unless you agree to abide by all of these terms and conditions.By using Our Site, you must be at least 18 years of age; by using our Service or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

​

​To contact us, please email hello@urzeroox.com or write to us at Zeroox Ltd, Cranfield Innovation Centre, Cranfield University Technology Park, University Way, Cranfield, MK43 0BT.

 

There are other terms that may apply to you

 

These terms of use refer to the following additional terms, which also apply to your use of our site:

Our Privacy and Cookie Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us and which sets out information about the cookies on our site. By using our Service, you consent to such processing and you warrant that all data provided by you is accurate.

 

Our Client Terms and Conditions of Goods and Services, which sets out how Customers may use the Service (the “Customer Terms”).

 

Our Contractor Terms and Conditions, which sets out how Contractors may use the Service (the “Contractor Terms”).

 

Any other terms and conditions agreed between us in writing.

​

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

​

• “Customer” means you or the organisation that you represent procuring the Services from Zeroox who shall be identified in the Agreement

​

• “Subscription” means the use of any of Zeroox’s Services, whether free or paid for;

​

• “Subscription Fee” means an amount of money paid by you at monthly intervals to keep your Account active and to enable you to access the Services;

​

• “Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement;

​

• “Subscription Period” means the period for which a subscription has been purchased;

​

• “Customer Data” means any of your data or documents that you upload onto the Services;

​

• “Price List” shall be the current prices and currencies as published on Zeroox’s website;

​

• “Agreement” means the agreement entered into by Zeroox and the Customer incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;

​

• “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;

​

• “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

​

• “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

​

• “Services” means the services to be provided by Zeroox to the Customer in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and

​

• “Term” means the term of the Agreement as defined therein.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication affected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and

1.2.5 a "Party" or the "Parties" refers to the parties to the Agreement.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 References to persons shall include corporations.

​

2. Provision of the Services

2.1 With effect from the Commencement Date, Zeroox shall, throughout the Term of the Agreement, use its best and reasonable endeavours to provide a professional Services to the Customer.

2.2 Zeroox shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the property management sector in the United Kingdom.

2.3 Zeroox shall act in accordance with all reasonable instructions given to it by the Customer provided such instructions are compatible with the specification of Zeroox in the Agreement.

2.4 Zeroox shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Zeroox shall notify the Client in any such event.

2.5 Zeroox shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Customer, subject to the Customer’s acceptance of any related reasonable changes to the Subscription Fees that may be due as a result of such changes.

2.6 Zeroox does not provide any guarantee that provision of the Services will be free from bugs or viruses or without interruption. We reserve the right to alter or suspend provision of the Services without prior notice to Customers.

2.7 The content on our site is provided for general information only. Please note that the content on our site is provided solely for general information purposes. It is not intended to serve as advice that you should rely on. Before taking any action or refraining from it based on the content on our site, we strongly recommend seeking professional or specialist advice. While we make reasonable efforts to ensure the information on our site is up to date, accurate, and complete, we do not provide any explicit or implied representations, warranties, or guarantees regarding its accuracy, completeness, or currency.

2.8 Zeroox holds no responsibility for the content of external websites we may link to. If our site includes links to other websites and resources provided by third parties, these links are purely for informational purposes. Please note that these links should not be considered as an endorsement or approval of the linked websites or the information you may obtain from them. We do not have control over the content of these external sites or resources. Therefore, we cannot be held liable for any information, materials, or services provided by them. It is recommended to review the terms and conditions and privacy policies of any linked websites before engaging with them.

 

3. Customer’s Obligations

3.1 You shall use all reasonable endeavours to provide all pertinent information to us that is necessary for the Zeroox’s provision of the Services.

3.2 You may, from time to time, issue reasonable instructions to Zeroox in relation to Zeroox’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.

3.3 In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.

3.4 If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be your responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

3.5 Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of Zeroox.

3.6 You must not attempt to damage the Platform in any way or introduce any virus or harmful code to the Platform

3.7 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

3.8. You are responsible for keeping your Account login details secure and confidential. You must notify us in writing immediately if you become aware of any actual or suspected security breach.

3.9 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

3.10 You are solely responsible and liable for all activity and communication on Zeroox initiated by yourself or via your registered account login (your Account).

3.11 You retain all rights and ownership to Customer Data. You acknowledge that information, data and content you provide may contain personal information or other identifiable characteristics and that such information, data and content may be disclosed to other users of the Service as part of the Service to enable reasonable delivery of our service. Please be aware that you have the right to withdraw your consent at any time.

 

4. Subscription

4.1 Zeroox reserves the right to change Subscription Fees from time to time and any such changes may affect Customer’s subscription rates. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

4.2 If you subscribed to one of our paid plans, you agree to pay Zeroox the Subscription Fees as described on the Pricing page in accordance with the plan for which you have registered. Subscriptions can be cancelled at any time. You'll still have access to the subscription until the end of the period that you have paid for.

4.3 If you change the Service Details you want to include in your Subscription, the price will go up if you add more services or go down if you take some away. The new price will also depend on how far into your subscription month the change is made. The new price will be calculated based upon the fee being divided by the number of days in the applicable Subscription Period and multiplied by the number of days remaining until the end of the Subscription Period. Here's more detail on specific changes you might make to your plan:

(a) If the change you make increases the cost of your Subscription, you will only be billed for the upgrade from the time you've made it to the end of the billing period. You'll be charged whatever the difference is immediately with a separate invoice to your usual billing.

(b) If the change you make reduces the cost of your Subscription, you will not pay anything immediately. When the time comes for your next regular payment, you will pay the new lower price. However the extra amount you paid will not be refunded.

(c) If a discount was applied to your Original Subscription, the discount will also apply to your new price given it is still valid, and if you are on a free trial, your free trial will continue.

4.4 If you terminate your Subscription, you will continue to have access to the Services for the remainder of the prevailing Subscription Period up until the renewal date.

 

5. Fees and Payment

5.1 All payments required to be made pursuant to the Agreement by either Party shall be made in Sterling in cleared funds to such bank as the receiving Party may from time to time nominate.

5.2 Subscription fees are payable in advance and commence on the date that you activate your subscription by registering to use the Services (“Commencement Date”).

5.3 You are also obligated to pay all taxes and other charges imposed by any governmental authority, including any value added tax (“VAT”) on the Services provided under this Agreement.

5.4 All payments will be collected immediately and the monthly fee will be collected from your account in the following month by using our secure payment partner Stripe. You will be asked to provide your billing information such as name, billing address and credit card information to Stripe. For more information about Stripe’s Service Agreement, please visit the Stripe website:https://stripe.com/en-gb/ssa

5.5 If any of your payments fail due to lack of funds then you will be notified of this via ourselves or Stripe. In order to continue using Zeroox you will need to make the payment that is due. We will give you a fourteen (14) days grace period to continue using the service. If the payment has not been made within fourteen (14) days, your paid service will automatically lock.

 

6. Limitation of liability

6.1 You acknowledge that Zeroox has not been developed to meet your individual requirements, including any particular cybersecurity requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements.

6.2 We only supply the Services for internal use by you or your business, and you agree not to use the Services for any resale purposes.

6.3 We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this contract for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss or corruption of data or information;

• loss of business opportunity, goodwill or reputation;

• loss of profits, sales, business, or revenue;or

• any indirect or consequential loss or damage.

6.4 Other than the losses set out in 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this contract whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the subscription fees paid by you for the App during the 12 month period preceding the date the loss arose. This maximum cap does not apply to paragraph 6.5. If you have not paid any subscription fees (for example during a trial period), we shall have no liability to you under this contract.

6.5 Nothing in these Terms and Conditions nor in the Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under English law.

6.6 In the event that Zeroox fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Customer.

6.7 Zeroox shall not be liable for any loss or damage suffered by the Customer that results from the Customer’s failure to follow any instructions given by Us.

6.8 The Customer shall indemnify Zeroox against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Zeroox) caused by the Customer or its agents or employees

6.9 Although we make reasonable efforts to update the information and services on our website, we will not be liable for any loss or damage of any nature. We make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

6.10 Our Services are only for use within the United Kingdom.

6.11 We are not a estate agent or property management service provider as we are only an web/app portal for dissemination of information and a tool for parties to use.

​

The Client shall:

(a) co-operate with the Supplier in all matters relating to the Services;

(b) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services (Client Materials), and ensure that such information is accurate in all material respects and shall clearly designate as “confidential” any information which is to be regarded as Client Confidential Information;

(c) promptly check, and shall be responsible for, the accuracy of materials produced by the

Supplier for submission to publishers or other third parties and the designation of Client

Confidential Information as “confidential”; and if materials are despatched by the Supplier to publishers or other third parties before final review by the Client on reasonable grounds (including meeting publication deadlines) a copy will be sent to the Client and the Client shall promptly review the same and highlight any amendments required and the Supplier shall make reasonable endeavours to incorporate them prior to publication;

(d) obtain and maintain any necessary licences, permissions and consents which may be

required for the use by the Supplier of the Client Materials in the performance of the Services

before the date on which the Services are to start.

​

6.12 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation.

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client

arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 6.12; and

(c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

​

7. Limited warranty

7.1 We do not warrant that your use of the Services will be uninterrupted or error-free, but we warrant that the product of all Services provided will be of satisfactory quality and fit for the purpose for which it is supplied during the period for which you pay your subscription for the Services.

7.2 If any defects in the product of the Services appear during the guarantee period set out in the Agreement Zeroox shall rectify any and all such defects at no cost to the Customer.

7.3 If, during your subscription period, you notify us in writing of any defect or fault in the website as a result of which it fails to perform as described above, we may choose to refund your subscription payment for the relevant month or year or compensation for the reduced value of the service. For a minor failure, we may choose to provide you with a refund or re-supply the Service.

7.4 To obtain refund or compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the Consumer Rights Act 2015.

 

8. Indemnity

8.1 You hereby indemnify us, and undertake to keep us indemnified, against:

(a) any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions;

(b) any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase made through our website, where that liability arises out of your failure to pay or to register to pay any VAT or other tax properly due in any jurisdiction.

 

9. Intellectual property rights

All intellectual property rights in the Website and the Services throughout the world belong to us, and the rights in the Website and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Website or the Services other than the right to use them in accordance with these terms.

 

10. Confidentiality

10.1 Each Party undertakes that, except as provided by sub-Clause 10.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and after its termination:

10.1.1 keep confidential all Confidential Information;

10.1.2 not disclose any Confidential Information to any other party;

10.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

10.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

10.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 10.1.1 to 10.1.4 of the Agreement.

10.2 Either Party may:

10.2.1 disclose any Confidential Information to:

10.2.1.1 any subcontractor or supplier of that Party;

10.2.1.2 any governmental or other authority or regulatory body; or

10.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 10.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 10 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

10.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

10.3 The provisions of Clause 10 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

 

11. Force Majeure

11.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

12. Term and Termination

12.1 If a Customer wishes to terminate their Account or subscription they may do so by:

(a) Closing their Account; or

(b) Informing Zeroox in writing that they wish to terminate this Account or Subscription.

12.2 Zeroox reserves the right to terminate the Account or subscription, a Customer’s Account and a Customer’s access to the Services at any time in the following circumstances:

(a) If you stop paying the subscription fee for the Services, we will suspend your rights to use most of the functions of the Website until you pay the amount due, but during any such suspension you may still access your data on the Account.

(b) you breach these terms and conditions or act inconsistently with the spirit of these terms and conditions;

(c) you breach any applicable laws, infringe the legal rights of any person or create legal liabilities for us or any other person, in each case in relation to your use of our website;

(d) you abuse our systems, our users or our personnel;

(e) you are or become insolvent, bankrupt or unable to pay your debts as they fall due;

(f) you do not respond within [90 days], substantively and reasonably, to communications that we send to you via our website soliciting a response;

(g) we are no longer providing the Services in the Customer’s country of residence;

(h) we decide to cease publishing our website or providing our services; or

(i) we decide to make fundamental changes to our services;

(j) we are required to do so by law.

 

13. Effects of Termination

Upon the termination of the Agreement for any reason:

13.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

13.2 All Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

13.3 Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;

13.4 subject as provided in Clause 13 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

13.5 Each Party shall (except to the extent referred to in Clause 10 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

 

14. Data Protection

Zeroox will only use the Customer’s personal information as set out in the Zeroox’s privacy policy.

 

15. Data Processing

15.1 In this Clause 13 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

15.2 All personal data to be processed by Zeroox on behalf of the Customer, subject to these Terms and Conditions and/or the Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.

 

16. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

17. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

 

18. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

 

19. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

 

20. Assignment and Subcontracting

20.1 Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

20.2 Zeroox shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of Zeroox.

 

21. Time

The times and dates referred to in the Agreement shall be for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties.

 

22. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

 

23. Non-Solicitation

23.1 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement

23.2 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party

 

24. Third Party Rights

24.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

24.2 Subject to Clause 24 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

​

​25. Copyright and Intellectual Property Rights 

All copyright in all documents or works created by the Zeroox and Contractor in the performance of the Services and all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Zeroox.

​

26. Trade Mark

26.1 Zeroox is a UK registered trade mark. You are not permitted to use this without our approval, unless it is part of material you are using as permitted under our press section or written consent agreed upon.

26.2 The third party registered and unregistered trademarks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

​

27. Notices

27.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

27.2 Notices shall be deemed to have been duly given:

27.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

27.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

27.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

27.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

​

28. Entire Agreement

28.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

28.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

29. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

​

30. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

​

31. Dispute Resolution

31.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

 

32. Law and Jurisdiction

32.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

32.2 Subject to the provisions of Clause 29 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England.

​

33. Variation

33.1 We may revise these terms and conditions from time to time without any notice to you. Please always read these terms and conditions before using any service.

33.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

 

If you have any comments or questions regarding our Service Terms and Conditions, please contact us at hello@urzeroox.com.

 

Last updated: March 2024