Please read these terms and conditions carefully before using our services.
Acceptance of the Terms
This Service Order is governed by these Service Order Terms and the terms and conditions detailed on the Provider’s Terms and Conditions page at https://zileo.io/terms-conditions/.
Service Order Commitments
The Service Term is the minimum duration of this Agreement that the Customer commits to. This minimum Service Term is non-cancellable and non-deferrable by the Customer.
The quantities for each service or product outlined under the pricing section represent the minimum quantities and licenses the Customer agrees to be charged for throughout the Service Term.
Any additional licenses, products, or add-ons purchased by the Customer shall be governed by this Agreement and the terms and conditions outlined on https://zileo.io/terms-conditions/. These additions will be chargeable until the end of the Service Term and will automatically renew unless the Customer provides notice in accordance with these Service Order Terms.
The Customer agrees to adhere to the credits and credit limits for each license as detailed on the Provider’s Terms and Conditions page. The Customer shall pay for any additional charges or fees incurred due to usage beyond the provided limits.
The customer agrees to set up automated payment method of the providers choosing and agrees to comply with monthly payments to be paid on time as per the billing frequency. For customers that elect to pay on monthly payment terms, payments are due for any month on the same or closest date to the day you made your first monthly payment or on the 1st of each month. For users that elect to pay annually, payment for the entire duration of the contract is due in full upfront. We may change the pricing for our Plans at any time by posting a new pricing structure to our Site and/or sending you a notification by email.
The Customer acknowledges and agrees that the commencement of the Services, or referred to the service start date, shall be deemed to occur on the earlier of: (a) the date the Service Order is signed; or (b) the date the Customer is onboarded or granted access to the Zileo platform. Any delay, postponement, or issue in onboarding or accessing the features of the Zileo system and/or platform shall not constitute grounds for termination, cancellation, or challenge of this Agreement. The Customer further agrees to indemnify and hold harmless the Provider from any claims, losses, or liabilities arising from such delays, provided that the Provider continues to make reasonable efforts to facilitate access and onboarding.
The Provider may terminate this Agreement at any time by providing the Customer with twenty-four (24) hours’ notice. The Provider may suspend or withhold access to the Customer’s account at its sole discretion if the Customer breaches these Service Order Terms or the Terms and Conditions on the Zileo website, or fails to make payment. In such cases, the Customer remains liable for all charges until the end of the Service Term.
Effective on each yearly anniversary of the Service Start Date following the Initial Service Term, the per-license subscription service fees will be increased by eight percent (8%) of the fees in effect at the time of adjustment.
Renewal
This Service Order will automatically renew for successive twelve (12) month periods (each a “Renewal Service Term”) unless the Customer provides written notice of non-renewal at least sixty (60) days prior to the expiration of the current Service Term.
Service fees for each Renewal Service Term shall be the prevailing fee amounts at the time of renewal, subject to an eight percent (8%) annual increase, unless otherwise notified by the Provider with at least sixty (60) days’ prior written notice.
Renewal includes all licenses under this Service Order, including those self-provisioned by the Customer during the Service Term.
Payment for the first billable period of the Initial Service Term is due upon receipt.
Taxes and Regulatory Surcharges
This Service Order does not constitute an invoice. Taxes, including Value Added Tax (VAT), are not included in the prices listed and will be charged in addition.
All applicable taxes and regulatory surcharges are the responsibility of the Customer and will be itemized in each invoice during the Service Term.
Other Charges
Additional charges for credits and add-ons will apply when the Customer purchases additional services or products and will be payable upfront by the Customer or invoiced monthly.
Charges will also apply for usage exceeding the agreed license, credit, and add-on limits.
International Entity Assignment and Tax Implications
Zileo operates through a growing network of international entities. At any time during the Service Term, Zileo reserves the right to assign or transfer the Customer’s account to another Zileo-operated entity located in a different jurisdiction.
In the event of such a transfer, Zileo will provide the Customer with no less than thirty (30) days’ prior written notice.
If the new jurisdiction requires the application of any local, federal, state, national or value-added taxes (VAT), such taxes shall be charged in addition to the prices set forth in the Service Order. These charges will be reflected in future invoices and shall be payable by the Customer.
Zileo will make reasonable efforts to outline the nature and basis of such taxes in the notice provided to the Customer.
This Agreement and any dispute or claim arising out of or in connection with it (including non‑contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the non‑exclusive jurisdiction of the courts of England and Wales; nothing in this clause prevents the Provider from taking proceedings in any other court of competent jurisdiction, including for the purpose of obtaining interim or injunctive relief.
Zileo shall process Customer Data in accordance with applicable data protection laws, including the UK GDPR and EU GDPR where applicable. Zileo’s Privacy Policy governs the collection, use, and storage of Customer Data.
Zileo will use commercially reasonable efforts to ensure the availability of its services. Any service level commitments, including uptime guarantees, shall be referenced on the Zileo website Terms & Conditions page..
Zileo will provide support services as outlined in the support documentation available on its website. Support hours, response times, and escalation procedures may vary depending on the Customer’s subscription tier.
All intellectual property rights in the services, software, and content provided by Zileo remain the exclusive property of Zileo or its licensors. The Customer is granted a non-exclusive, non-transferable license to use the services during the Service Term.
Both parties agree to maintain the confidentiality of proprietary information exchanged during the term of the agreement. This includes technical, financial, and business information not publicly available.
Zileo’s liability under this agreement shall be limited to the total fees paid by the Customer in the twelve (12) months preceding the claim. Zileo shall not be liable for indirect, incidental, or consequential damages.
Force Majeure – Zileo shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, internet outages, or government actions.
Where Zileo integrates or enables access to third-party services, the Customer acknowledges that such services are governed by the respective third-party terms. Zileo is not responsible for the performance or availability of third-party services.
Zileo reserves the right to amend its Terms and Conditions and this Addendum from time to time. Any material changes will be communicated to the Customer with reasonable notice.
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